SIXTH AMENDMENT TO CREDIT
                       AND GUARANTY AGREEMENT


      THIS SIXTH AMENDMENT,  dated as of October 15, 1998 (this  "Amendment") to
the Existing Credit Agreement  referred to below is among IMO INDUSTRIES INC., a
Delaware  corporation  (the  "Borrower"),   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 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 the Lenders have agreed to
amend the Existing Credit Agreement  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 Sixth  Amendment
Effective Date (as defined in Subpart 3.1),  certain terms and provisions of the
Existing  Credit  Agreement  are hereby  amended in  accordance  with this Part.
Except  as so  amended  or  modified  by this  Amendment,  the  Existing  Credit
Agreement shall continue in full force and effect in accordance with its terms.

      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 inserting the following  definitions in the appropriate  alphabetical
order:

           "Amendment No. 6" means the Sixth Amendment, dated as of October
      14, 1998, to this Agreement among the Borrower, the Parent and the
      Lenders parties thereto.

           "Sixth Amendment Effective Date" is defined in Subpart 3.1 of
      Amendment No. 6.

      SUBPART  II.1.2.  Section 1.1 of the Existing  Credit  Agreement is hereby
further amended by amending the definition of "Permitted Amount" in its entirety
to read as follows:

           "Permitted  Amount"  means in the case of (a) the  permitted  maximum
      amount of Revolving Loans which may be applied by the Borrower to purchase
      outstanding  Senior  Subordinated  Notes "put" to the Borrower pursuant to
      the "put"  provision  contained  in the Senior  Subordinated  Notes in the
      event of a Change of Control (as defined therein) pursuant to the terms of
      Section 4.10,  $40,000,000,  (b) the permitted maximum aggregate amount of
      Revolving  Loans which may be applied from time to time by the Borrower to
      open market  purchases or redemptions of outstanding  Senior  Subordinated
      Notes  pursuant to the terms of Section 4.10  (whether or not the Borrower
      has  repaid  or  prepaid  Revolving  Loans  subsequent  to the  date  such
      Revolving  Loans  were made  (even if all  Revolving  Loans are  repaid or
      prepaid in full on any given date)),  the sum of (i) $85,000,000  (payable
      in respect of the face amount of Senior  Subordinated  Notes  purchased or
      redeemed)  plus (ii) an amount  (referred to as the  "Additional  Amount")
      payable  in  respect  of any  premium  over the face  amount of the Senior
      Subordinated  Notes  purchased  or redeemed by it in the open market (with
      the payment of such  Additional  Amount being in all events subject to the
      terms of clause (iv) of Section 4.10), (c) the permitted maximum amount of
      Revolving Loans which may be applied by the Borrower to make  intercompany
      loans to Non-U.S.  Subsidiaries to refinance existing Indebtedness of such
      Non-U.S. Subsidiaries,  $25,000,000, and (d) guarantees by the Borrower of
      Indebtedness  of  Non-U.S.  Subsidiaries,  in  an  amount  not  to  exceed
      $20,000,000;  provided, however, that the sum of clauses (a), (b), (c) and
      (d) above  shall not at any time exceed  $85,000,000  plus (in the case of
      clause (b) only), the Additional Amount.

      SUBPART II.2.  Amendment to Article IV. Clause  (iv)(B) of Section 4.10 of
the  Existing  Credit  Agreement  is hereby  amended by (i)  deleting the figure
"$75,000,000"  in such clause,  and  inserting the figure  "$85,000,000"  in its
place,  (ii) deleting the  percentage  "115%" in such clause,  and inserting the
percentage  "114%" in its place and (iii)  amending  the final  proviso  in such
clause in its entirety to read as follows:

      "provided,  further, that on a pro forma basis after giving effect to each
      Subordinated  Debt Refunding and the aggregate  amount of Revolving  Loans
      used to make  intercompany  loans to Non-U.S.  Subsidiaries,  the Borrower
      must maintain availability under the Revolving Loan Commitment of not less
      than for all periods  prior to the Sixth  Amendment  Effective  Date,  the
      amount  required  by this  Agreement  before  giving  effect  to the Sixth
      Amendment,  (B)  $10,000,000  for the  period  from  the  Sixth  Amendment
      Effective  Date  through  (and  including)  the 60th day  thereafter,  (C)
      $15,000,000  from  the  61st  day  through  (and  including)  the 90th day
      subsequent to the Sixth  Amendment  Effective Date, and (D) $20,000,000 on
      each day thereafter."

      SUBPART II.3. Amendment to Article VII. Clause (b)(ii) of Section 7.2.6 of
the  Existing  Credit  Agreement  is  hereby  amended  by  deleting  the  figure
"$75,000,000"  in such  clause and  inserting  the figure  "$85,000,000"  in its
place.


                              PART III
                     CONDITIONS TO EFFECTIVENESS

      SUBPART  III.1.  This  Amendment  shall become  effective on the date (the
"Sixth  Amendment  Effective  Date") that the  Administrative  Agent  delivers a
notice to the Borrower  stating that all of the following  conditions  have been
satisfied to the satisfaction of the Administrative Agent.

      SUBPART III.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 the Required Lenders.

      SUBPART III.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 the Parent and each other Guarantor.

      SUBPART  III.1.3.  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 or 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 Agents and its counsel.


                               PART IV
                   REPRESENTATIONS AND WARRANTIES

      In order to induce the Lenders 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  IV.1.   Compliance  with  Warranties.   The  representations  and
warranties set forth herein,  in Article VI of the Credit  Agreement and in each
other Loan Document  delivered in connection  herewith or therewith 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).

      SUBPART IV.2. Due  Authorization,  Non-Contravention,  etc. The execution,
delivery and performance by the Borrower,  the Parent and the Guarantors of this
Amendment  and  other  documents   delivered  pursuant  hereto  are  within  the
Borrower's,  the Parent's and the Guarantors'  corporate powers,  have been duly
authorized by all necessary  corporate action,  and do not (i) contravene either
the  Borrower's,  the  Parent's  or  the  Guarantors'  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,  the Parent or the Guarantors,  or (iii) result in, or require the
creation or imposition of, any Lien (except as contemplated in or created by the
Loan Documents).

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



                               PART V
                      MISCELLANEOUS PROVISIONS

      SUBPART  V.1.   Ratification  of  and  Limited  Amendment  to  the  Credit
Agreement.  This  Amendment  shall be deemed to be an  amendment to the Existing
Credit  Agreement,  and the Existing Credit  Agreement,  as amended  hereby,  is
hereby  ratified,  approved and confirmed in each and every  respect.  Except as
specifically  amended or modified  herein,  the Existing Credit  Agreement 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 of 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.

      SUBPART V.2.  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 V.3.  Expenses.  The Borrower agrees to pay all out-of-pocket
expenses incurred by the Administrative Agent in connection with the
preparation, negotiation, execution and delivery of this Amendment.

      SUBPART  V.4.  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 V.5.  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 V.6. 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.