NINTH AMENDMENT TO CREDIT
                             AND GUARANTY AGREEMENT


         THIS NINTH AMENDMENT,  dated as of January 26, 2001 (this "Amendment"),
to the Existing  Credit  Agreement  referred to below,  is among IMO  INDUSTRIES
INC., a Delaware  corporation (the  "Borrower"),  COLFAX  CORPORATION  (formerly
known as II Acquisition  Corp.),  a Delaware  corporation (the "Parent") and the
Lenders (as defined below) parties hereto.

                                                W I T N E S S E T H :
                                                --------------------

         WHEREAS, the Borrower,  the Parent, certain financial institutions from
time to time parties thereto  (collectively,  the  "Lenders"),  The Bank of Nova
Scotia, as the  Administrative  Agent and the  Documentation  Agent, and Banc of
America  Securities,  L.L.C.  (formerly  known as NationsBanc  Capital  Markets,
Inc.),  as the  Syndication  Agent,  have  entered  into the Credit and Guaranty
Agreement,  dated as of August 29, 1997 (as amended,  supplemented,  amended and
restated or otherwise  modified prior to the date hereof,  the "Existing  Credit
Agreement" and, as amended by, and together with,  this  Amendment,  the "Credit
Agreement"); and

         WHEREAS,  the Borrower and the Parent have  requested that the Existing
Credit  Agreement  be amended in certain  respects  and that the  Lenders  waive
certain  requirements  of the Existing  Credit  Agreement,  and the Lenders have
agreed to amend the  Existing  Credit  Agreement  and to grant such  waivers and
consents subject to the terms and conditions of this Amendment;

         NOW,  THEREFORE,  in  consideration  of  the  premises  and  the  other
provisions herein contained, the parties hereto hereby agree as follows.


                                     PART I
                                   DEFINITIONS

         SUBPART I.1.  Use of Defined Terms.  Unless otherwise defined herein or
the context otherwise requires, terms used in this Amendment, including its
preamble and recitals, have the meanings set forth in the Existing Credit
Agreement.


                                     PART II
                   AMENDMENTS TO THE EXISTING CREDIT AGREEMENT

         Effective upon (and subject to) the  occurrence of the Ninth  Amendment
Effective Date,  certain terms and provisions of the Existing  Credit  Agreement
are hereby  amended,  and the  waivers and  consent  described  below are hereby
granted, all in accordance with this Amendment.

         SUBPART II.1.  Amendments to Article I.  Article I of the Existing
Credit Agreement is hereby amended in accordance with Subparts 2.1.1 and 2.1.2.

         SUBPART II.1.1. Section 1.1 of the Existing Credit Agreement is hereby
amended by adding the following definitions in their appropriate alphabetical
sequence:

         "Additional  Amount"  means  the  amount  of Net  Disposition  Proceeds
received by the Borrower and its Subsidiaries  from the Morse  Disposition minus
the aggregate  amount of such Net  Disposition  Proceeds  applied as required by
clauses (a), (b) and (c) of Subpart 3.1.1 of Amendment No. 9.

         "Amendment No.  9" means the Ninth Amendment, dated as of January 26,
2001, to this Agreement among the Borrower, the Parent and the Lenders parties
thereto.

         "Morse Assets" means, collectively, the Assets (as defined in the Morse
Purchase Agreement).

         "Morse  Disposition"  means the sale of the Morse Assets in  accordance
with the terms of the Morse Purchase Agreement.

         "Morse Purchase Agreement" means the Asset Purchase Agreement, dated as
of November 15,  2000,  among the  Borrower  (as the  seller),  TFX  Acquisition
Incorporated,  a Delaware  corporation  and  Teleflex  Incorporated,  a Delaware
corporation,  and other documents (including any escrow agreements) delivered to
the  Administrative  Agent at least one  Business  Day (or such  shorter  period
agreed to by the  Administrative  Agent) prior to the  consummation of the Morse
Disposition,  as  amended,  supplemented,  amended  and  restated  or  otherwise
modified following the Ninth Amendment Effective Date in accordance with Section
7.2.12.

         "Ninth Amendment Effective Date" is defined in Subpart 4.1 of Amendment
No. 9.

         "Restricted  Payment" means the  declaration or payment of any dividend
(other than dividends payable solely in capital securities of the Borrower which
does not result in a Default)  on, or the making of any payment or  distribution
on account of, or setting  apart  assets for a sinking or other  analogous  fund
for, the purchase, redemption,  defeasance,  retirement or other acquisition of,
any class of capital  securities  of the  Borrower or any warrants or options to
purchase any such capital securities,  whether now or hereafter outstanding,  or
the making of any other  distribution  in respect  thereof,  either  directly or
indirectly,  whether  in  cash  or  property,  obligations  of the  Borrower  or
otherwise.

         SUBPART II.1.2.  Section 1.1 of the Existing Credit Agreement is hereby
further amended as follows:

                  (a)  the  grid  contained  in the  definition  of  "Applicable
         Commitment  Fee Margin" is hereby  amended in its  entirety as follows,
         and the following  proviso is hereby added  immediately  following such
         grid:

     ------------------------------------------ --------------------------------

                                                  Applicable Commitment Fee
         Leverage Ratio                             Margin
     ------------------------------------------ --------------------------------
     ------------------------------------------ --------------------------------

      Less than 1.5:1                                        0.250%
     ------------------------------------------ --------------------------------
     ------------------------------------------ --------------------------------

      Greater than or equal to 1.5:1                         0.375%;
     ------------------------------------------ --------------------------------

                  provided,  that the Applicable  Commitment Fee Margin shall at
                  all times prior to the Ninth  Amendment  Effective Date be the
                  rate set forth in (and determined in accordance with the terms
                  of) this Agreement as in effect prior to such date.

                  (b)  the definition of "Applicable Margin" is hereby amended
                       in its entirety to read as follows:

                  "Applicable  Margin" means (i) at all times prior to the Ninth
                  Amendment Effective Date the rate set forth in (and determined
                  in accordance  with the terms of) this  Agreement as in effect
                  prior to such  date and (ii) on and  subsequent  to the  Ninth
                  Amendment  Effective  Date,  an amount at all times during the
                  applicable periods set forth below determined as follows:
<TABLE>

                  ------------------------------------------ -------------------------- ----------------------------

                                                              Applicable Margin for     Applicable Margin for LIBO

                              Leverage Ratio                      Base Rate Loans               Rate Loans
                  ------------------------------------------ -------------------------- ----------------------------
                  ------------------------------------------ -------------------------- ----------------------------

                  <S>                                                  <C>                         <C>
                  Less than 1.5:1                                      0.00%                       1.25%
                  ------------------------------------------ -------------------------- ----------------------------
                  ------------------------------------------ -------------------------- ----------------------------

                  Greater than or equal to 1.5:1 and less              0.25%                       1.50%
                  than 2:1
                  ------------------------------------------ -------------------------- ----------------------------
                  ------------------------------------------ -------------------------- ----------------------------

                  Greater than or equal to 2:1                         0.50%                       1.75%
                  ------------------------------------------ -------------------------- ----------------------------

</TABLE>

                  The  Leverage  Ratio used to  compute  the  Applicable  Margin
                  shall,  subject  to the  terms  of the next  sentence,  be the
                  Leverage  Ratio set forth in the Compliance  Certificate  most
                  recently delivered by the Borrower to the Administrative Agent
                  pursuant  to clause (b) of Section  7.1.1,  and changes in the
                  Applicable  Margin  resulting  from a change  in the  Leverage
                  Ratio shall become  effective upon delivery by the Borrower to
                  the  Administrative  Agent  of a  new  Compliance  Certificate
                  pursuant to clause (b) of Section 7.1.1 and notice  therein of
                  such change.  Notwithstanding  the  foregoing,  the Applicable
                  Margin for the period from the Ninth Amendment  Effective Date
                  through  (and  including)  the  date  on  which  the  Borrower
                  delivers its  Compliance  Certificate in respect of the Fiscal
                  Quarter  ending  March 31,  2001  shall be 1.75% for LIBO Rate
                  Loans and 0.50% for Base Rate  Loans.  If the  Borrower  shall
                  fail to deliver a Compliance  Certificate within 45 days after
                  the end of any Fiscal  Quarter (or within 90 days, in the case
                  of the last Fiscal Quarter of the Fiscal Year), the Applicable
                  Margin from and  including  the 46th (or 91st, as the case may
                  be)  day  after  the  end of such  Fiscal  Quarter  to but not
                  including the date the Borrower delivers to the Administrative
                  Agent a Compliance Certificate shall equal 1.75% for LIBO Rate
                  Loans and 0.50% for Base Rate Loans.

                  (c) Clause (b) of the  definition of "Fixed  Charged  Coverage
         Ratio" is hereby  amended by replacing  the period at the end of clause
         (b)(ii) with the word "plus",  and adding a new clause (iii) to read in
         its entirety as follows:

                  (iii) without  duplication,  all  Restricted  Payments paid in
                  cash or  declared  by the Parent or the  Borrower  pursuant to
                  clause (c) of Section 7.2.15, in each case during such Rolling
                  Period.

                  (d) The definition of "Permitted  Amount" is hereby amended by
         deleting the amount  "$105,000,000" each time it appears, and inserting
         "$155,000,000" in its place.

                  (e)  Clause (b) of the definition of "Permitted Disposition"
 is hereby amended in its entirety to read as follows:

                  (b) the aggregate  fair market value of all such  dispositions
                  shall not exceed  $5,000,000 in any Fiscal Year (excluding (i)
                  the  sale  by  the  Borrower  of the  Instrumentation  Segment
                  pursuant to the terms of Section 7.1.10,  (ii) the sale by the
                  Borrower  of Roltra  Morse for net cash  proceeds  of not less
                  than   $15,000,000   (after  the  repayment  of  its  existing
                  Indebtedness),  (iii) permitted Real Estate  Dispositions  and
                  (iv) the Morse Disposition);

         SUBPART II.2.  Amendment to Article III.  Article III of this Existing
 Credit Agreement is hereby amended in accordance with Subpart 2.2.1.

         SUBPART II.2.1.  The amortization  amounts for the period from February
28, 2001 through August 29, 2002 set forth in clause (b) of Section 3.1.2 of the
Existing Credit Agreement are hereby amended to read as follows:

----------------------------------------- --------------------------------------
February 28, 2001                         $1,111,111.11
----------------------------------------- --------------------------------------
----------------------------------------- --------------------------------------
May 29, 2001                              $1,111,111.11
----------------------------------------- --------------------------------------
----------------------------------------- --------------------------------------
August 29, 2001                           $1,111,111.11
----------------------------------------- --------------------------------------
----------------------------------------- --------------------------------------
November 29, 2001                         $1,666,666.67
----------------------------------------- --------------------------------------
----------------------------------------- --------------------------------------
February 28, 2002                         $1,666,666.67
----------------------------------------- --------------------------------------
----------------------------------------- --------------------------------------
May 29, 2002                              $1,666,666.67
----------------------------------------- --------------------------------------
----------------------------------------- --------------------------------------
August 29, 2002                           $1,666,666.66, or the then
                                           outstanding principal amount of all
                                           Term Loans, if different.
----------------------------------------- --------------------------------------

         SUBPART II.3.  Amendment to Article IV. Clause (iv)(B) of Section 4.10
 of the Existing Credit Agreement is hereby amended by

deleting the amount "$105,000,000" and inserting "$155,000,000" in its place.

         SUBPART II.4.  Amendments to Article VII.  Article VII of the Existing
 Credit Agreement is hereby amended in accordance with

Subpart 2.4.1 through Subpart 2.4.15.


         SUBPART II.4.1.  Clause (m) of Section 7.2.2 of the Existing Credit
 Agreement is hereby amended in its entirety to read as
follows:

                  (m)  [RESERVED]; and

         SUBPART II.4.2.  Clauses (i) and (j) of Section 7.2.3 of the Existing
 Credit Agreement are hereby amended in their entirety to
read as follows:

                  (i)  [RESERVED];

                  (j)  [RESERVED]; and

         SUBPART  II.4.3.  The Leverage Ratio contained in clause (c) of Section
7.2.4 of the Existing  Credit  Agreement for each Fiscal  Quarter  ending on and
after March 31, 2001 is hereby amended to read as follows:

              ---------------------------------------- ------------------------

              March 31, 2001 and each                           2.25:1.00
              Fiscal Quarter thereafter
              ---------------------------------------- ------------------------


         SUBPART II.4.4.  The minimum EBITDA  contained in clause (e) of Section
7.2.4 of the Existing  Credit  Agreement for each Fiscal  Quarter  ending on and
after March 31, 2001 is hereby amended to read as follows:

              ---------------------------------------- ------------------------

              March 31, 2001 and each    Fiscal        $32,000,000
              Quarter thereafter
              ---------------------------------------- ------------------------


         SUBPART  II.4.5.  Each of clauses  (a) and (c) of Section  7.2.5 of the
Existing Credit  Agreement is hereby amended by deleting "(i)" (but not the text
thereof), and deleting entirely clause (a)(ii) and clause (c)(ii), respectively.

         SUBPART II.4.6.  Clause (g) of Section 7.2.5 of the Existing Credit
 Agreement is hereby amended by deleting "(other than by
Receivables Co.)" in such clause.

         SUBPART II.4.7.  The proviso contained in Section 7.2.6 of the Existing
 Credit Agreement is hereby amended in its entirety to read as follows:

                  provided,   however,  that,  notwithstanding  clauses  (a)(i),
                  (a)(ii) and (a)(iii) of this Section  7.2.6,  the Borrower may
                  (a)  subject  to  the  subordination   provisions   applicable
                  thereto,  make  payments  of  interest  accrued  on the Senior
                  Subordinated  Notes when due,  provided  that no  Default  has
                  occurred  and is  continuing,  (b)  purchase or redeem  Senior
                  Subordinated Notes (including with Net Disposition Proceeds of
                  the Morse  Disposition  constituting  the  Additional  Amount)
                  through open market  purchases or  redemptions  so long as the
                  average  purchase  price  of such  Senior  Subordinated  Notes
                  purchased or redeemed  remains in compliance  with clause (iv)
                  of Section  4.10,  (c) make a Restricted  Payment in an amount
                  not to exceed  $1,300,000 in any Fiscal Quarter,  and (d) make
                  an additional  Restricted  Payment in the amount of $6,800,000
                  (the  "Additional  Restricted  Payment")  at the  time  of the
                  delivery  of the  Compliance  Certificate  for the last Fiscal
                  Quarter of each Fiscal Year;  provided,  that (x) in all cases
                  such Restricted Payments will only be permitted if both before
                  and after giving effect to the  declaration  and making of the
                  Restricted  Payment,  no  Default  shall have  occurred  or be
                  continuing  or result  from such  Restricted  Payment  and (y)
                  prior  to  making  the  Additional   Restricted  Payment,  the
                  Administrative   Agent   shall  have   received  a  pro  forma
                  Compliance  Certificate  in respect  of the  Fiscal  Year most
                  recently ended  representing as to the terms of clause (d) and
                  evidencing compliance with Section 7.2.4.

         SUBPART II.4.8.  Section 7.2.7 of the Existing Credit Agreement is
 hereby amended by (i) deleting the phrase "(other than
Receivables Co.)" and (ii) replacing the number "$12,500,000" with "$7,000,000".

         SUBPART II.4.9.  Section 7.2.10 of the Existing Credit Agreement is
 hereby amended by (i) deleting the phrase "(other than
Receivables Co.)" each time it appears in such Section and (ii) adding the
 following sentence to the end of such Section:

                  Notwithstanding anything in this Section to the contrary, the
 Borrower and Warren Pumps Inc. may purchase all
                  or substantially all of the assets of Receivables Co. for fair
 market value (as reasonably determined by an
                  Authorized Officer of the Borrower).

         SUBPART  II.4.10.  Section 7.2.11 of the Existing  Credit  Agreement is
hereby  amended by (i)  inserting  the word "or" prior to clause  (c)(iv),  (ii)
deleting clause (c)(v) and the word "or" which appears  immediately prior to and
at the end of clause  (c)(v),  (iii) deleting the word "or" at the end of clause
(c);  (iv)  replacing  the  period at the end of clause (d) with "; or" and (iv)
adding a new clause (e), to read in its entirety as follows:

                  (e)  the Morse Disposition in accordance with the terms of the
 Morse Purchase Agreement.

         SUBPART II.4.11.  Section 7.2.12 of the Existing Credit Agreement is
 hereby amended in its entirety to read as follows:

                  SECTION 7.2.12.  Modification of Certain  Agreements.  Neither
                  the Borrower nor the Parent will,  nor will they permit any of
                  their  respective  Subsidiaries  to, consent to any amendment,
                  supplement  or  other  modification  of any of  the  terms  or
                  provisions   contained  in,  or  applicable  to,  any  Organic
                  Document,   the   Borrower   Preferred   Stock,   the   Parent
                  Subscription  Agreement,  the Borrower Subscription Agreement,
                  the Subordinated Notes, or the Morse Purchase Agreement, other
                  than  any such  amendment,  supplement  or other  modification
                  which is immaterial  and which could not adversely  affect the
                  Administrative  Agent or any Lender (it being  understood  and
                  agreed  that,   in  any  event,   any   modification   to  the
                  subordination  provisions  of,  and any of the  defined  terms
                  therein,   including  the  definition  of  "Specified   Senior
                  Indebtedness" of the Subordinated  Notes shall be deemed to be
                  material).

         SUBPART II.4.12.  Section 7.2.13 of the Existing Credit Agreement is
 hereby amended by adding the following sentence to the end
of such Section:

                  Notwithstanding anything in this Section to the contrary, the
 Borrower and Warren Pumps Inc. may purchase all
                  or substantially all of the assets of Receivables Co. for
 fair market value (as reasonably determined by an
                  Authorized Officer of the Borrower).

         SUBPART II.4.13.  The second parenthetical contained in Section 7.2.14
 of the Existing Credit Agreement is hereby amended in its
entirety to read as follows:

                (excluding  this  Agreement,  any  other  Loan  Document,  the
                  Subordinated Note Indenture or any loan or financing  document
                  related  to  refinanced   Non-U.S.   Subsidiary   Indebtedness
                  existing on the Effective  Date provided that such  refinanced
                  Indebtedness is not guaranteed by the Borrower)

         SUBPART II.4.14.  Section 7.2.15 of the Existing Credit Agreement is
 hereby amended (i) by deleting clause (a)(v) and
re-lettering clause (a)(vi) as new clause (a)(v).

         SUBPART II.4.15.  Section 7.2.20 of the Existing Credit Agreement is
 hereby amended by deleting the phrase "(other than
Receivables Co.)".

         SUBPART II.5.  Amendment to Article VIII.  Article VIII of the Existing
 Credit Agreement is hereby amended by deleting Section 8.1.11.

         SUBPART II.6.  Amendment to Article XI.  Article XI of the Existing
 Credit Agreement is hereby amended in accordance with Subpart 2.6.1.


         SUBPART  II.6.1.  Clause (b) of  Section  11.1 of the  Existing  Credit
Agreement  is hereby  amended by  deleting  "(including  the sale or transfer of
Receivables  and Related  Rights in accordance  with the  Permitted  Receivables
Transaction)".

         SUBPART II.7.  Conforming Amendments to Exhibit F.  Attachments 1
and 3 of Exhibit F (Form of Compliance Certificate) to the Credit Agreement are
 hereby amended in their entirety to read as set forth in Annex 1 hereto.



                                    PART III
                                 CONSENTS, ETC.

         SUBPART III.0.1.  Application of Proceeds.  Notwithstanding anything
contained in the Existing Credit Agreement to the contrary (including Section
 3.1.2 thereof), the Lenders hereby consent to the application of the Net
 Disposition Proceeds from the Morse Disposition as follows:

                  (a)  an amount equal to $17,300,000 to a mandatory prepayment
 of the outstanding principal amount of all Term Loans;

                  (b)  an amount equal to the Receivables Facility Outstandings
 to the repayment of all such Receivables Facility
         Outstandings;

                  (c)  any  remaining  Net  Disposition  Proceeds  of the  Morse
         Disposition (after the application required by clauses (a) and (b)), to
         the  outstanding  principal  amount of the  Revolving  Loans (but not a
         reduction  to  the  Revolving  Loan  Commitment   Amount),   until  the
         outstanding principal amount of all Revolving Loans is zero; and

                  (d) without  limiting the terms of the Credit  Agreement,  the
         Additional  Amount may be used (at the Borrower's  discretion)  for the
         purchase or redemption of Senior  Subordinated  Notes and/or for making
         Cash Equivalent Investments.

         SUBPART III.0.2.  Direction Regarding Partial Release of Liens. Each of
the Lenders hereby  authorizes and directs the  Administrative  Agent to release
and terminate,  at the Borrower's expense and without representation or warranty
of any kind by any Lender or any Agent,  all Liens on and security  interests in
all assets  constituting  the Morse  Assets  previously  granted by the Obligors
under any Loan Document in favor of the Administrative  Agent and the Lenders to
the extent (and only to the extent) such Morse Assets are sold,  or purported to
be sold,  pursuant to the Morse  Purchase  Agreement,  and also to return to the
Borrower for  cancellation the  intercompany  notes payable to the Borrower,  in
each case  dated  August  29,  1997 and in each case in the  original  principal
amount of $40,000,000,  made by IMO Industries  (UK) Limited,  Morse Controls AB
and IMO Industries GmbH (collectively referred to as the "Cancelled Notes"). The
Administrative Agent will, at the Borrower's expense and without  representation
or warranty  (and the Lenders  hereby  authorize  and direct the  Administrative
Agent to) deliver to the Borrower (i) the Cancelled Notes,  (ii) executed copies
of  Uniform  Commercial  Code (Form  U.C.C.3)  amendment  statements  or similar
instruments,   and  any   termination   documents   required   to  release   the
Administrative   Agent's  and  the  Lenders'  Lien  on   intellectual   property
constituting  Morse Assets,  with respect to each of the filings previously made
pursuant to a Security  Agreement and (iii) the  certificates (or other evidence
of  ownership)  representing  any  capital  stock  that is pledged to secure the
Obligations  of a  Subsidiary  which  constitutes  a Morse  Asset  in each  case
necessary to give effect to the release of the Liens on the Cancelled  Notes and
on the Morse Assets.

         SUBPART  III.0.3.  Dissolution  of  Receivables  Co.,  etc. Each of the
Lenders hereby (i) waive for a period of 35 days  following the Ninth  Amendment
Effective Date the  requirements  that the Borrower  pledge the capital stock of
Receivables  Co., and that  Receivables Co. deliver Loan Documents and any other
agreements,  documents and  instruments,  in accordance  with Sections 7.1.8 and
7.1.16 of the Existing Credit Agreement and (ii) waive all provisions  contained
in the Existing Credit Agreement (including under Section 7.2.10 of the Existing
Credit Agreement) which prohibit the dissolution of Receivables Co. The Borrower
agrees that it will not, nor will it permit any of its Subsidiaries to, (i) make
any Investments in Receivables Co. or (ii) lease,  transfer, or otherwise convey
any assets (real,  personal,  tangible,  intangible or otherwise) to Receivables
Co., in each case from and subsequent to the Ninth Amendment Effective Date (but
excluding the asset purchases  permitted under Sections 7.2.10 and 7.2.13 of the
Credit Agreement).

                                     PART IV
                           CONDITIONS TO EFFECTIVENESS

         SUBPART IV.1.  This Amendment  shall become  effective on the date (the
"Ninth Amendment Effective Date") when all of the following conditions have been
satisfied to the satisfaction of the Administrative Agent.

         SUBPART IV.1.1.  Execution of Counterparts.  The Administrative Agent
 shall have received copies of this Amendment, duly

executed and delivered by the Borrower, the Parent and all of the Lenders.

         SUBPART IV.1.2.  Affirmation and Consent.  The Administrative Agent
 shall have received an affirmation and consent in form and

substance satisfactory to it, duly executed and delivered by each Subsidiary
 Guarantor.

         SUBPART IV.1.3.  Amendment Fee.  The Administrative Agent shall
 received, for the pro rata account of each Lender in accordance

with its Percentage, an amendment fee in an amount equal to $80,000 (provided,
that such amendment fee shall only be payable if this

Amendment becomes effective).

         SUBPART IV.1.4.  Termination of Permitted Receivables Transaction.  The
Administrative  Agent shall have received  evidence  satisfactory to it that all
Receivables  Facility  Outstandings,  and all other  amounts owing in connection
with the Permitted Receivables  Transaction,  have been repaid in full, that the
Permitted  Receivables  Transaction has been terminated and is no longer binding
on the Borrower or its Subsidiaries, all Liens on Receivables and Related Rights
have been terminated and the Borrower or the applicable  Subsidiary has title to
all of its Receivables and its Related Rights.

         SUBPART IV.1.5.  Amendments to Security Agreements.  The Administrative
Agent shall have received an amendment to the Borrower Security Agreement and an
amendment  to the  Subsidiary  Security  Agreement,  each in form and  substance
satisfactory  to the  Administrative  Agent and dated as of the Ninth  Amendment
Effective  Date, duly executed and delivered by the Borrower and each Subsidiary
a party to the Subsidiary Security Agreement, as the case may be.

         SUBPART IV.1.6.  Pro Forma Compliance  Certificate.  The Administrative
Agent shall have  received,  with  counterparts  for each  Lender,  a Compliance
Certificate (which Compliance Certificate shall be prepared by using Attachments
1 and 3 attached  hereto as Annex 1) dated the Ninth  Amendment  Effective Date,
duly executed (and with all schedules  thereto duly  completed) and delivered by
the chief executive, financial or accounting Authorized Officer of the Borrower,
evidencing no Default.

         SUBPART IV.1.7.  Morse  Disposition.  The Morse  Disposition shall have
been  (or,  concurrently  with the  effectiveness  of this  Amendment  will be),
consummated in accordance with the terms of the Morse Purchase Agreement and the
Administrative   Agent  shall  have   received   (or,   concurrently   with  the
effectiveness  of this Amendment,  will receive),  the Net Disposition  Proceeds
from the Morse Disposition (other than the Net Disposition  Proceeds required to
be  applied  to  the  Receivable  Facility  Outstandings);  provided,  that  the
foregoing  shall be deemed to have been  satisfied even if all or any portion of
the capital  securities of the Borrower's  Chinese,  Japanese,  Singaporean  and
Spanish  direct and  indirect  Subsidiaries  (and/or  any of their  assets)  are
actually transferred or disposed of at some point after the closing of the Morse
Disposition.


         SUBPART  IV.1.8.  Satisfactory  Legal Form.  All documents  executed or
submitted  pursuant  hereto shall be  satisfactory  in form and substance to the
Administrative  Agent and its counsel.  The Administrative Agent and its counsel
shall have  received  all  information  and such  counterpart  originals or such
certified or other copies of such materials,  as the Administrative Agent or its
counsel  may  reasonably  request,   and  all  legal  matters  incident  to  the
transactions  contemplated  by  this  Amendment  shall  be  satisfactory  to the
Administrative Agent and its counsel.
                                     PART V
                         REPRESENTATIONS AND WARRANTIES

         In order to induce  the  Lenders  and the  Issuers  to enter  into this
Amendment,   the  Borrower  and  the  Parent   represent   and  warrant  to  the
Administrative Agent, each Issuer and each Lender as set forth in this Part.

         SUBPART V.1.  Compliance with Warranties.  Both before and after giving
effect to the terms of this Amendment,  (a) the  representations  and warranties
set forth herein,  in Article VI of the Credit  Agreement and in each other Loan
Document are true and correct in all material  respects  with the same effect as
if made on and as of the date  hereof  (unless  stated  to  relate  solely to an
earlier  date, in which case they were true and correct as of such earlier date)
and (b) the Borrower is in full  compliance  with Article 4 of the  Subordinated
Note Indenture.

         SUBPART V.2. Due Authorization,  Non-Contravention, etc. The execution,
delivery and  performance  by the Borrower and the Parent of this  Amendment and
other  documents  delivered  pursuant  hereto are within the  Borrower's and the
Parent's corporate powers,  have been duly authorized by all necessary corporate
action,  and do not (i) contravene either the Borrower's or the Parent's Organic
Documents,  (ii)  contravene  or  result  in a  default  under  any  contractual
restriction,  law or governmental regulation or court decree or order binding on
or affecting  either the Borrower or the Parent,  or (iii) result in, or require
the creation or imposition of, any Lien (except as contemplated in or created by
the Loan Documents).

         SUBPART V.3.  Validity,  etc. This Amendment has been duly executed and
delivered by the Borrower and the Parent and  constitutes  the legal,  valid and
binding obligation of the Borrower and the Parent enforceable in accordance with
its terms, subject as to enforcement to bankruptcy, insolvency,  reorganization,
moratorium or other similar laws affecting  creditors'  rights  generally and to
general principles of equity,  regardless of whether  enforcement is sought in a
proceeding at law or in equity.

         SUBPART V.4.  Compliance With Existing Credit Agreement.  As of the
 Ninth Amendment Effective Date, both before and after giving effect to the
 terms of this Amendment, no Default has occurred and is continuing.



                                     PART VI
                            MISCELLANEOUS PROVISIONS

         SUBPART  VI.1.  Ratification  of and  Limited  Amendment  to the Credit
Agreement. The Existing Credit Agreement, as amended hereby, is hereby ratified,
approved and confirmed in each and every respect by the parties  hereto.  Except
as specifically  amended or modified  herein,  the Existing Credit Agreement and
the other Loan  Documents  shall continue in full force and effect in accordance
with the  provisions  thereof  and  except as  expressly  set forth  herein  the
provisions hereof shall not operate as a waiver or amendment of any right, power
or privilege of the Administrative  Agent and the Lenders nor shall the entering
into of this  Amendment  preclude  the Lenders  from  refusing to enter into any
further or future amendments.

         SECTION VI.2.  Consent and  Acknowledgment  of Guarantors,  etc. By its
signature  below,  the Parent,  in its capacity as a guarantor and as grantor of
collateral security under certain Loan Documents, hereby acknowledges,  consents
and agrees to this  Amendment and hereby  ratifies and confirms its  obligations
under its guaranty and each Loan  Document  executed and  delivered by it in all
respects.

         SUBPART VI.3. Credit Agreement,  References, etc. All references to the
Credit Agreement in any other document,  instrument,  agreement or writing shall
hereafter be deemed to refer to the Existing Credit Agreement as amended hereby.
As used in the Credit Agreement, the terms "Agreement", "herein", "hereinafter",
"hereunder", "hereto" and words of similar import shall mean, from and after the
date hereof, the Existing Credit Agreement as amended by this Amendment.

         SUBPART VI.4.  Expenses.  The Borrower agrees to pay all out-of-pocket
 expenses incurred by the Administrative Agent (including

fees and expenses of counsel to the Administrative Agent) in connection with the
 preparation, negotiation, execution and delivery of this
Amendment.

         SUBPART  VI.5.  Headings;  Counterparts.  The various  headings of this
Amendment are inserted for convenience  only and shall not affect the meaning or
interpretation of this Amendment or any provisions hereof. This Amendment may be
signed  in any  number  of  separate  counterparts,  each of  which  shall be an
original, and all of which taken together shall constitute one instrument.

         SUBPART VI.6. Governing Law; Entire Agreement.  THIS AMENDMENT SHALL BE
DEEMED TO BE A CONTRACT  MADE UNDER AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK.  This Amendment  constitutes  the entire  understanding  among the parties
hereto  with  respect to the  subject  matter  hereof and  supersedes  any prior
agreements, written or oral, with respect thereto.


         SUBPART VI.7.  Loan Document Pursuant to Credit Agreement.  This
 Amendment is a Loan Document executed pursuant to the Credit
Agreement and shall be construed, administered and applied in accordance with
 all of the terms and provisions of the Credit Agreement.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their  respective  officers  thereunto duly authorized as of the day
and year first above written.

                                         IMO INDUSTRIES INC.


                                         By:_____________________________
                                         Title:

                                         COLFAX CORPORATION
                                         (formerly  known as II
                                          Acquisition Corp.)


                                         By:_____________________________
                                         Title:

                                         THE BANK OF NOVA SCOTIA


                                         By:_____________________________
                                         Title:

                                         BANK OF AMERICA, N.A.


                                         By:_____________________________
                                         Title:


                                         BANK ONE, NA
                                        (Main Office Chicago)


                                         By:_____________________________
                                         Title:

                                         FLEET CAPITAL CORPORATION


                                         By:_____________________________
                                         Title:


                                         CREDIT INDUSTRIEL ET COMMERCIAL


                                         By:_____________________________
                                         Title:

                                         By:_____________________________
                                         Title:


                                         DRESDNER BANK AG, NEW YORK AND GRAND
                                         CAYMAN BRANCHES


                                         By:_____________________________
                                         Title:

                                         By:_____________________________
                                         Title:


                                         TRANSAMERICA BUSINESS CREDIT CORP


                                         By:_____________________________
                                         Title:



                                         SUN TRUST BANK


                                         By:_____________________________
                                         Title:


                                         CITIZENS BANK


                                         By:_____________________________
                                         Title: