EIGHTH AMENDMENT TO CREDIT

                             AND GUARANTY AGREEMENT

      THIS EIGHTH AMENDMENT,  dated as of November 29, 1999 (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 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, and provide  their  consent  with  respect to certain
transactions  which would  otherwise be  prohibited  by the  provisions  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, WAIVERS AND CONSENTS

                        TO THE EXISTING CREDIT AGREEMENT

      Effective  upon (and subject to) the  occurrence  of the Eighth  Amendment
Effective  Date (as  defined  in  Subpart  3.1) or, as  applicable,  the  Sierra
Acquisition  Effective  Date (as  defined in  Subpart  3.2),  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
Part.  Except as so amended or modified by this  Amendment,  the Existing Credit
Agreement  and the Loan  Documents  shall  continue  in full force and effect in
accordance with their terms.

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

-----

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

            "Amendment No. 8" means the Eighth Amendment, dated as of
             ---------------
      November 29, 1999, to this  Agreement  among the Borrower,  the Parent and
      the Lenders parties thereto.

            "Conduit" means Liberty Street Funding Corp., a Delaware
             -------
corporation.

            "Contract"  means,  with  respect  to any  Receivable,  any  and all
      contracts,  instruments,  agreements,  leases,  invoices,  notes  or other
      writings  pursuant to which such  Receivable  arises or that evidence such
      Receivable or under which a Receivables Obligor becomes or is obligated to
      make payment in respect of such Receivable.

            "Eighth Amendment Effective Date" is defined in Subpart 3.1 of
             -------------------------------
      Amendment No. 8.

            "Illinois Fee Property" is defined in Subpart 3.2.3 of Amendment
             ---------------------
      No. 8.

            "Illinois Lease" is defined in Subpart 3.2.3 of Amendment No. 8.
             --------------

            "Illinois Leased Property" is defined in Subpart 3.2.3 of
             ------------------------
      Amendment No. 8.

            "Mortgage Amendment" is defined in Subpart 3.2.3 of Amendment No. 8.
             ------------------

            "Permitted  Receivables  Transaction" means the transaction effected
      pursuant  to the  Transaction  Documents  (as such term is  defined in the
      Receivables  Purchase  Agreement)  providing  for the sale or financing of
      Receivables  and Related Rights by the Borrower and its U.S.  Subsidiaries
      with no more than customary  limited recourse based on the  collectability
      of the Receivables sold.

            "Purchase and Sale Agreement" means the Purchase and Sale Agreement,
      dated as of November 29, 1999 among the Borrower and Warren  Pumps,  Inc.,
      as originators, the Borrower, as servicer, and the Conduit, as purchaser.

            "Receivable"  means (a) any indebtedness and other  obligations owed
      to the Borrower or any U.S. Subsidiary by, or any right of the Borrower or
      any U.S. Subsidiary to payment from or on behalf of, a Receivables Obligor
      whether  constituting  an account,  chattel  paper,  instrument or general
      intangible  arising in connection  with the sale of goods or the rendering
      of services by such Person, and includes the obligation to pay any finance
      charges, fees and other charges with respect thereto;  provided, that none
      of the foregoing shall be deemed to be a "Receivable" hereunder unless and
      until the same shall be purchased by Receivables Co. pursuant to the terms
      of  the  Permitted  Receivables   Transaction  and  (b)  any  "Receivable"
      purchased from the Borrower or any U.S. Subsidiary (other than Receivables
      Co.) by Receivables Co. pursuant to the terms of the Permitted Receivables
      Transaction.

            "Receivables Co." means Imo Funding Company, LLC, a special
             ---------------
      purpose, bankruptcy-remote wholly-owned U.S. Subsidiary of the Borrower
      organized under the laws of the state of Delaware.

            "Receivables   Facility   Outstandings"   means,   at  any  date  of
      determination,  with respect to the Permitted Receivables Transaction, the
      aggregate   cash  proceeds   received  by  the  Borrower  or  any  of  its
      wholly-owned  U.S.  Subsidiaries from the sale or financing of Receivables
      and Related Rights pursuant to the Permitted Receivables Transaction which
      Receivables   and  Related   Rights  are   outstanding   on  the  date  of
      determination,  which  amount  shall be equal to the amount of Capital (as
      defined in the Receivables Purchase Agreement) outstanding on such date of
      determination.

            "Receivables  Obligor" means,  with respect to any  Receivable,  the
      Person  obligated to make  payments  pursuant to the Contract  relating to
      such Receivable.

            "Receivables  Purchase  Agreement"  means the  Receivables  Purchase
      Agreement, dated as of November 29, 1999 among Receivables Co., as seller,
      the Borrower,  as servicer,  the Conduit,  as issuer,  and Scotiabank,  as
      administrator.

            "Related Rights" means,
             --------------

            (a) all rights to, but not the obligations under, all Related
      Security;

            (b) all monies due or to become due with respect to any
      Receivable and any of the foregoing;

            (c) all books and records related to any Receivable and any of
      the foregoing; and


            (d) all proceeds  thereof (as defined in the U.C.C.)  received on or
      after the date  hereof  including,  without  limitation,  all funds  which
      either are  received  by the  Borrower or any U.S.  Subsidiary  from or on
      behalf  of  the  Receivables  Obligors  in  payment  of any  amounts  owed
      (including,  without limitation,  finance charges,  interest and all other
      charges) in respect of Receivables, or are applied to such amounts owed by
      the  Receivables  Obligors  (including,   without  limitation,   insurance
      payments,  if any, that the Borrower or any U.S. Subsidiary applies in the
      ordinary  course  of its  business  to  amounts  owed  in  respect  of any
      Receivable).

            "Related Security" means, with respect to any Receivable:

            (a) all of the Borrower's or any U.S.  Subsidiary's  interest in any
      goods (including  returned goods),  and  documentation of title evidencing
      the shipment or storage of any goods (including returned goods),  relating
      to any sale giving rise to such Receivable,

            (b) all instruments and chattel paper that may evidence such
      Receivable,

            (c) all  other  security  interests  or liens and  property  subject
      thereto from time to time purporting to secure payment of such Receivable,
      whether  pursuant to the Contract related to such Receivable or otherwise,
      together with all U.C.C.  financing statements or similar filings relating
      thereto, and

            (d) all of the Borrower's or any U.S. Subsidiary's rights, interests
      and claims under the Contracts and all guaranties,  indemnities, insurance
      and other agreements  (including the related  Contract) or arrangements of
      whatever  character  from time to time  supporting or securing  payment of
      such Receivable or otherwise relating to such Receivable, whether pursuant
      to the Contract related to such Receivable or otherwise.

            "Sierra" means Sierra International Inc., an Illinois corporation.
             ------

            "Sierra Acquisition Effective Date" is defined in Subpart 3.2 of
             ---------------------------------
      Amendment No. 8.

            "Sierra Mortgage" is defined in Subpart 3.2.3 of Amendment No. 8.
             ---------------

            "Sierra Stock Purchase Agreement" means the Stock Purchase
             -------------------------------
      Agreement, dated as of October 13, 1999, between the Borrower and
      Echlin Inc., a Connecticut corporation.


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

            (a) by  amending  the  definitions  of  "Applicable  Commitment  Fee
      Margin" and "Applicable  Margin", in each case, by replacing the reference
      to "clause  (c) of Section  7.1.1"  each time it  appears  therein  with a
      reference to "clause (b) of Section 7.1.1";

            (b) by amending the definition of "Indebtedness" by (i) deleting the
      word "and" which immediately follows clause (f) thereto, (ii) adding a new
      clause (g) thereto which shall read "(g) for purposes of  calculating  the
      Leverage Ratio and Total Debt, all Receivables  Facility  Outstandings (it
      being  understood  and  agreed  by the  parties  that for  GAAP and  other
      purposes, such Receivables Facility Outstandings shall not be deemed to be
      "Indebtedness");  and" and  (iii)  re-lettering  the  current  clause  (g)
      thereto as clause (h) thereto;

            (c)  by  amending  the  definition  of  "Interest  Expense"  by  (i)
      replacing the phrase "including,  without duplication,"  appearing therein
      with the phrase "including,  without duplication,  (i)" and (ii) replacing
      the "." appearing at the end of such  definition with the phrase "and (ii)
      interest (or other fees in the nature of interest or discount  accrued and
      paid or  payable in cash for such  period)  in  respect  of the  Permitted
      Receivables Transaction.";

            (d) by amending the  definition of "Net Debt  Proceeds" by replacing
      the reference to "clause (m) of Section  7.2.2"  appearing  therein with a
      reference to "clause (n) of Section 7.2.2";

            (e) by amending the  definition  of "Net Income" by adding a proviso
      prior  to the "." at the  end of  such  definition  which  shall  provide:
      "provided,  however, that following the Sierra Acquisition Effective Date,
      such net income for the first three  Fiscal  Quarters  prior to the Sierra
      Acquisition   Effective  Date  will,  for  all  purposes  other  than  the
      calculation  of Excess Cash Flow,  be  calculated  on a pro forma basis to
      give  effect  to the  acquisition  of Sierra  as if such  acquisition  had
      occurred at the beginning of such period"; and

            (f) by amending the  definition  of "Total  Debt" by  replacing  the
      reference to "clause (a), (b) or (c) of the  definition  of  Indebtedness"
      appearing therein with a reference to "clauses (a), (b), (c) or (g) of the
      definition of Indebtedness".

      SUBPART II.2.  Amendment to Article VI.  Article VI of the Existing
                     -----------------------
Credit Agreement is hereby amended in accordance with Subpart 2.2.1.

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

      SUBPART II.2.1.  A new Section 6.25 is hereby added to the Existing Credit
Agreement immediately following Section 6.24 which shall provide as follows:

            "SECTION 6.25. Year 2000. Each Obligor has reviewed the areas within
      its business and operations which could be adversely  affected by, and has
      developed  or is  developing a program to address on a timely  basis,  the
      "Year 2000 Problem" (that is, the risk that computer  applications used by
      such   Obligor  may  be  unable  to   recognize   and   properly   perform
      date-sensitive  functions  involving  certain dates prior to, and any date
      after, December 31, 1999). Based on such review and program, the Year 2000
      Problem could not reasonably be expected to have a material adverse effect
      on the financial  condition,  operations,  assets,  business,  properties,
      revenues or  prospects of the  Borrower  and its  Subsidiaries  taken as a
      whole."

      SUBPART II.3.  Amendments to Article VII.  Article VII of the Existing
                     -------------------------
Credit Agreement is hereby amended in accordance with Subparts 2.3.1 through
                                                      --------------
Subpart 2.3.16.
---------------

      SUBPART II.3.1.  Section 7.1.8 of the Existing Credit  Agreement is hereby
amended by  replacing  the phrase "upon any Person"  appearing  therein with the
phrase "upon any Person  (other than, at all times prior to the  termination  of
the Permitted Receivables Transaction, Receivables Co.)".

      SUBPART II.3.2.  Section 7.1.16 of the Existing Credit Agreement is hereby
amended by replacing the word "Subsidiaries" each time such word appears therein
with the phrase "Subsidiaries (other than, at all times prior to the termination
of the Permitted Receivables Transaction, Receivables Co.)".

      SUBPART  II.3.3.  A new  Section  7.1.19 is hereby  added to the  Existing
Credit  Agreement  immediately  following  Section 7.1.18 which shall provide as
follows:

            "SECTION  7.1.19.  Sierra Real Estate Matters.  Each of the Borrower
      and the Parent agrees to use its best efforts to obtain a Landlord  Waiver
      and Consent Agreement,  in form and substance  reasonably  satisfactory to
      the  Administrative  Agent,  with  respect  to any Lease  encumbering  the
      Florida Property under which Sierra,  the Borrower or any other Obligor is
      lessee."

      SUBPART II.3.4.  Effective upon the Sierra Acquisition Effective Date,
Section 7.1.19 is hereby amended in its entirety to read as follows:

            "SECTION  7.1.19.  Sierra Real Estate Matters.  The Borrower and the
      Parent  agree to cause  Sierra,  no later than  ninety (90) days after the
      Sierra Acquisition Effective Date, to:

                  (a) acquire the Illinois  Leased  Property  pursuant to and in
            accordance  with the terms of the Illinois Lease.  Immediately  upon
            Sierra's  acquisition of the Illinois Leased Property,  the Borrower
            and the Parent agree to so notify the  Administrative  Agent and, at
            the Borrower's  sole cost and expense,  the Borrower shall, or shall
            cause Sierra to, (i)  authorize the  Administrative  Agent to record
            the Mortgage  Amendment,  (ii) take all further actions necessary or
            required by the  Administrative  Agent, in its sole  discretion,  to
            cause said Illinois Leased Property to be subject to the Lien of the
            Sierra  Mortgage and (iii)  deliver to the  Administrative  Agent an
            endorsement to the mortgagee's  title insurance  policy with respect
            to the Illinois Fee Property,  which  endorsement  shall insure that
            the  Sierra  Mortgage,  as  modified  and  spread  by  the  Mortgage
            Amendment,  constitutes a valid first  priority Lien on the Illinois
            Fee Property and the Illinois Leased Property, free and clear of all
            Liens other than those  approved  by the  Administrative  Agent.  If
            Sierra fails to exercise  its option to acquire the Illinois  Leased
            Property within the ninety (90) day period described above, then the
            Borrower and the Parent shall cause Sierra to immediately deliver to
            the Administrative Agent any instrument or documents required by the
            Administrative  Agent,  in its sole  discretion,  to  create a valid
            first priority Lien on Sierra's  leasehold  interest in the Illinois
            Leased  Property and any other  instruments,  agreements,  insurance
            policies,  surveys or other documents required by the Administrative
            Agent  with  respect to the  Illinois  Leased  Property,  including,
            without limitation,  all of the documents described in Subpart 3.2.3
            to Amendment No. 8; and

                  (b) obtain a Landlord  Waiver and Consent  Agreement,  in form
            and substance reasonably  satisfactory to the Administrative  Agent,
            with respect to any Lease  encumbering  the Florida  Property  under
            which Sierra, the Borrower or any other Obligor is lessee."

      SUBPART II.3.5.  Section 7.2.1 of the Existing Credit  Agreement is hereby
amended by replacing  the word  "Subsidiaries"  which  appears  therein with the
phrase  "Subsidiaries  (other than, at all times prior to the termination of the
Permitted Receivables Transaction, Receivables Co.)".

      SUBPART II.3.6.  Section 7.2.2 of the Existing Credit  Agreement is hereby
amended by (i)  deleting  the word "and" which  immediately  follows  clause (l)
thereto,  (ii)  adding a new clause (m) thereto  which  shall read "(m)  without
duplication,  Indebtedness of the Borrower,  its U.S.  Subsidiaries  (other than
Receivables Co.) or Receivables  Co., in each case,  incurred in connection with
the Permitted Receivables  Transaction in an aggregate amount at any time not to
exceed  $35,000,000;  and", (iii) re-lettering the current clause (m) thereto as
clause (n) thereto and (iv) by deleting  the phrase "(l) and (m)"  appearing  in
the proviso  thereto and  replacing  such phrase with the phrase  "(l),  (m) and
(n)".

      SUBPART II.3.7.  Section 7.2.3 of the Existing Credit  Agreement is hereby
amended by (i)  deleting  the word "and" which  immediately  follows  clause (h)
thereto,  (ii)  adding a new clause (i)  thereto  which shall read "(i) Liens on
Receivables and Related Rights of the Borrower or any U.S. Subsidiary; provided,
that such Liens shall only be  permitted  to the extent  that they solely  cover
Excluded  Property (as such term is defined in the Security  Agreements) and are
created in connection  with the Permitted  Receivables  Transaction;  and",  and
(iii) re-lettering the current clause (i) thereto as clause (j) thereto.

      SUBPART  II.3.8.  Effective upon the Sierra  Acquisition  Effective  Date,
Section 7.2.3 of the Existing Credit  Agreement is hereby further amended by (i)
deleting  the word "and" which  immediately  follows  clause (i)  thereto,  (ii)
adding a new clause (j)  thereto  which shall read "(j) those  certain  Liens on
assets of Sierra  set forth on  Schedule  4.8(a) of the  Sierra  Stock  Purchase
Agreement  to the extent that such Liens extend  solely to  equipment  leased by
Sierra;  and", and (iii)  re-lettering  the current clause (j) thereto as clause
(k) thereto.

      SUBPART II.3.9.  Section 7.2.5 of the Existing Credit  Agreement is hereby
amended by (i) replacing the phrase "the Borrower's  Investment  existing on the
Effective  Date in its  Subsidiaries"  appearing  in clause (a) thereof with the
phrase "the  Borrower's  Investment  (i) existing on the  Effective  Date in its
Subsidiaries  and (ii) in Receivables  Co., by way of  contributions  to capital
from time to time; provided,  that such Investments in Receivables Co. shall (x)
only be made in  connection  with,  and  subject to the terms of, the  Permitted
Receivables  Transaction and (y) not in the aggregate exceed  $3,000,000.00 (not
more than  $1,000,000.00 of which shall have been made in cash)",  (ii) deleting
clause (c) thereof in its entirety and replacing  such clause with the following
"without  duplication,  Investments  (i) permitted as  Indebtedness  pursuant to
clauses  (d),  (f),  (h) and (k) of Section  7.2.2 and (ii) to the  extent  that
Receivables Co. is not a Subsidiary of the Borrower,  Investments in Receivables
Co.  in  connection  with  the  Permitted  Receivables  Transaction  made by the
Borrower and/or its Subsidiaries (x) on terms satisfactory to the Administrative
Agent  and (y) not in the  aggregate  to  exceed  $3,000,000.00  (not  more than
$1,000,000.00  of which shall have been made in cash)" and (iii)  replacing  the
phrase  "other  Investments"  appearing  in clause (g)  thereof  with the phrase
"other Investments (other than by Receivables Co.)".

      SUBPART II.3.10.  Section 7.2.7 of the Existing Credit Agreement is hereby
amended by replacing the phrase  "other  Subsidiaries  of the Parent"  appearing
therein  with  the  phrase  "other   Subsidiaries  of  the  Parent  (other  than
Receivables Co.)".

      SUBPART II.3.11. Section 7.2.10 of the Existing Credit Agreement is hereby
amended by replacing  the word  "Subsidiary"  appearing  therein with the phrase
"Subsidiary (other than Receivables Co.)".

      SUBPART II.3.12. Section 7.2.11 of the Existing Credit Agreement is hereby
amended by  replacing  the phrase  "or (iv) any  assets of a  Subsidiary  of the
Borrower to the  Borrower" set forth in clause (c) thereof with the phrase "(iv)
any assets of a Subsidiary of the Borrower to the Borrower,  or (v)  Receivables
and Related Rights pursuant to the Permitted Receivables Transaction;  provided,
however,  that  notwithstanding  the foregoing,  the aggregate fair market value
outstanding  at any one time of  Receivables  and  Related  Rights  which may be
Disposed of pursuant to this clause (c)(v) shall not exceed $45,000,000.00".

      SUBPART II.3.13. Section 7.2.12 of the Existing Credit Agreement is hereby
amended by deleting such section in its entirety and replacing such section with
the following:

            "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,  (a)  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,  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,  but  not  limited  to,  the
      definition of "Specified  Senior  Indebtedness" of the Subordinated  Notes
      shall be deemed to be material); or

            (b)  without  the prior  written  consent of the  Required  Lenders,
      consent to any material  amendment,  supplement,  or other modification to
      any of the terms of the documents, instruments and agreements delivered in
      connection with the Permitted Receivables Transaction, other than any such
      amendment,  modification  or change  which (x) would  extend the  maturity
      thereof or (y) does not in any way  adversely  affect the interests of the
      Managing  Agents,  the Lenders or the Issuer  hereunder  or under the Loan
      Documents  (including,  without limitation,  amendments,  modifications or
      changes of a technical or clarifying nature)."

      SUBPART II.3.14. Section 7.2.14 of the Existing Credit Agreement is hereby
amended by (i) replacing the phrase "excluding this Agreement" appearing therein
with the  phrase  "excluding  (i) this  Agreement",  (ii)  replacing  the phrase
"guaranteed by the Borrower"  appearing  therein with the phrase  "guaranteed by
the  Borrower,  (ii) in the case of clause  (a)(i),  restrictions  contained  in
documents or agreements  delivered in connection with the Permitted  Receivables
Transaction,  provided that such  restrictions  are only  effective  against the
Receivables  and Related  Rights  financed or acquired  thereby and (iii) in the
case of clause (b),  restrictions on Receivables Co.  contained in documentation
delivered  for  the  Permitted  Receivables  Transaction   (including,   without
limitation,  the operating  agreement and other Organic Documents of Receivables
Co.)", (iii) replacing the phrase "the creation" appearing in clause (a) thereof
with the  phrase  "the (i)  creation"  and (iv)  replacing  the  phrase  "or the
ability" appearing in clause (a) thereof with the phrase "or (ii) ability".

      SUBPART II.3.15. Section 7.2.15 of the Existing Credit Agreement is hereby
amended by  replacing  the phrase  "payable to  independent  directors,  or (v)"
appearing  therein  with the  phrase  "payable  to  independent  directors,  (v)
reasonable   fees  payable  in  connection   with  the   Permitted   Receivables
Transaction, or (vi)".

      SUBPART II.3.16.  Section 7.2.20 of the Existing Credit Agreement is
hereby amended by replacing the phrase "any U.S. Subsidiaries" appearing
therein with the phrase "any U.S. Subsidiaries (other than Receivables Co.)".

      SUBPART II.4.  Amendment to Article VIII.  Article VIII of the Existing
                     -------------------------
Credit  Agreement is hereby  amended by inserting a new Section  8.1.11  therein
which provides as follows:

            "SECTION 8.1.11.  Termination of Permitted Receivables  Transaction.
      Any event or  circumstance  shall  occur  which  permits or  requires  the
      Persons purchasing, or financing the purchase of, eligible Receivables and
      Related  Rights under the  Permitted  Receivables  Transaction  to stop so
      purchasing or financing such Receivables and Related Rights, other than by
      reason  of the  occurrence  of the  stated  expiry  date of the  Permitted
      Receivables  Transaction;  provided, that any notices or cure periods that
      are  conditions  to the  rights of such  Persons  to stop  purchasing,  or
      financing the purchase of, such  Receivables  and Related Rights have been
      given or have expired, as the case may be."

      SUBPART II.5.  Amendment to Article XI.  Article XI of the Existing
                     -----------------------
Credit Agreement

is hereby amended in accordance with Subpart 2.5.1.
                                     -------------

      SUBPART II.5.1.  Section 11.1 of the Existing  Credit  Agreement is hereby
amended by replacing the phrase  "except as otherwise  specifically  provided in
any Loan  Document"  appearing in clause (b) thereof with the phrase  "except as
otherwise  specifically  provided in any Loan  Document  (including  the sale or
transfer of  Receivables  and Related  Rights in  accordance  with the Permitted
Receivables Transaction)".

      SUBPART II.6.  Additional Conforming Amendments to Exhibits to Credit
                     ------------------------------------------------------
Agreement.
---------

      SUBPART II.6.1.  Exhibit F (Form of Compliance  Certificate) to the Credit
Agreement  is hereby  amended  by  replacing  Attachments  1 and 3 thereto  with
Attachments 1 and 3 attached hereto as Annex 1.

      SUBPART II.7.  Waiver Regarding Section 3.1.2 of the Existing Credit
                     -----------------------------------------------------
Agreement ("Mandatory Repayments and Prepayments").  Notwithstanding anything
--------------------------------------------------
to the contrary  contained  in the  Existing  Credit  Agreement  (including  the
definition of the term "Net Disposition Proceeds" or Section 3.1.2 thereto), the
Lenders hereby waive any mandatory  prepayment event which would otherwise arise
in connection  with the sale or transfer of  Receivables  and Related  Rights to
Receivables Co. or by Receivables Co. to the Conduit.

      SUBPART  II.8.  Waiver  Regarding  Section  7.1.8 of the  Existing  Credit
Agreement  ("Future  Subsidiaries").   Effective  upon  the  Sierra  Acquisition
Effective  Date,  notwithstanding  anything  to the  contrary  contained  in the
Existing Credit Agreement (including Section 7.1.8 thereto),  the Lenders hereby
waive any  requirement  that, in connection with the acquisition by the Borrower
of Sierra  pursuant to the terms and  conditions  contained  in the Sierra Stock
Purchase Agreement,  the Liens set forth on Schedule 4.8(a) of such agreement be
released  to the extent that such Liens  extend  solely to  equipment  leased by
Sierra.

      SUBPART II.9.  Consent  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 Managing Agent,  all Liens and security  interests
in and to all Receivables and Related Rights previously  granted by the Obligors
under  any  Security  Agreement  in favor of the  Administrative  Agent  and the
Lenders to the extent  (and only to the  extent)  such  Receivables  and Related
Rights are sold, or purported to be sold, pursuant to the Permitted  Receivables
Transaction.  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 executed copies of Uniform
Commercial Code (Form U.C.C.-3) amendment statements or similar instruments with
respect to each of the filings  previously made pursuant to a Security Agreement
(as such term is defined in the Credit  Agreement)  necessary  to give effect to
the release of the Liens set forth in this Subpart.

                                    PART III

                           CONDITIONS TO EFFECTIVENESS

      SUBPART  III.1.  This  Amendment  shall become  effective on the date (the
"Eighth  Amendment  Effective  Date") when 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 Lenders.

      SUBPART III.1.2.  Resolutions,  etc. The  Administrative  Agent shall have
received  from the  Borrower  and each other  Obligor a  certificate,  dated the
Eighth Amendment  Effective Date, of its Secretary or Assistant  Secretary as to
resolutions of its Board of Directors then in full force and effect  authorizing
the  execution,  delivery and  performance of this Amendment and each other Loan
Document to be executed by such Obligor.

      SUBPART III.1.3.  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 III.1.4.  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) giving  pro  forma  effect to the  initial
funding of the Permitted  Receivables  Transaction,  dated the Eighth  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,  and such Compliance  Certificate shall be satisfactory in form
and substance to the Administrative Agent.

      SUBPART III.1.5.  Documents Relating to Permitted Receivables Transaction.
The  Administrative  Agent  shall  have  received  (with  copies for each of the
Lenders) true and correct  executed  copies,  certified by the Borrower,  of the
Receivables  Purchase  Agreement and the Purchase and Sale Agreement relating to
the transactions  contemplated under the Permitted Receivables  Transaction (and
all  schedules,  exhibits  and  attachments  to  either  agreement),  all of the
foregoing  (including as to the expiration date, term,  conditions and structure
(including the legal and  organizational  structure of  Receivables  Co. and the
restrictions   imposed  on  its   activities)   of  the  Permitted   Receivables
Transaction) in form and substance reasonably satisfactory to the Administrative
Agent and each of the Lenders.

      SUBPART III.1.6.  Opinions of Counsel.  The Administrative Agent shall
                        -------------------
have received such opinions,  each dated the Eighth Amendment Effective Date, in
form and substance and from counsel  satisfactory to, and as may be required by,
the Administrative Agent and each of the Lenders.

      SUBPART III.1.7.  Reliance Letters.  The  Administrative  Agent shall have
received  reliance  letters,  dated  the  Eighth  Amendment  Effective  Date and
addressed to the Administrative Agent and each of the Lenders in respect of each
of the legal opinions delivered in connection with the transactions contemplated
under the Permitted Receivables Transaction.

      SUBPART  III.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.

      SUBPART III.2. The amendments,  waivers and other modifications  contained
herein  relating  to Sierra  shall  become  effective  on the date (the  "Sierra
Acquisition  Effective  Date") when all of the  following  conditions  have been
satisfied to the satisfaction of the  Administrative  Agent (which date shall be
no later than the date of the closing of the Sierra Stock Purchase Agreement).

      SUBPART III.2.1.  Resolutions,  etc. The  Administrative  Agent shall have
received  (i) a copy of a good  standing  certificate,  dated a date  reasonably
close to the Sierra Acquisition  Effective Date, for Sierra and (ii) from Sierra
a certificate, dated a date reasonably close to the Sierra Acquisition Effective
Date, of its Secretary or Assistant Secretary as to:

            (a)  resolutions  of its Board of  Directors  then in full force and
      effect  authorizing  the execution,  delivery and performance of each Loan
      Document to be executed by Sierra;

            (b)  each Organic Document of Sierra; and

            (c)   the incumbency and signatures of the officers of Sierra
      authorized to act with respect to each Loan Document as is to be
      executed by it,

upon which  certificate  each Lender may  conclusively  rely until it shall have
received a further certificate of the Secretary or Assistant Secretary of Sierra
canceling or amending such prior certificate.

      SUBPART III.2.2.  Security Documents Relating to Sierra Acquisition,  etc.
The  Administrative  Agent shall have received fully executed  copies of each of
the  following  documents:  (a) a Supplement to the Borrower  Pledge  Agreement,
pursuant to which the Borrower shall pledge to the Administrative  Agent for the
benefit of the Lender  Parties,  inter alia, the capital stock of Sierra,  (b) a
Supplement  to the  Subsidiary  Guaranty,  pursuant to which Sierra shall become
party  to the  Subsidiary  Guaranty,  and  (c) a  Supplement  to the  Subsidiary
Security  Agreement,  pursuant  to  which  Sierra  shall  become  party  to  the
Subsidiary  Security  Agreement,  and,  as  applicable,  appropriate  trademark,
copyright  and patent  security  supplements  executed  by Sierra (in each case,
together  with all schedules  and annexes  referenced  therein) and (d) U.C.C.-1
Financing Statements naming Sierra as the debtor and the Administrative Agent as
the secured party,  suitable for filing under the U.C.C. of all jurisdictions as
may be necessary  or, in the  reasonable  opinion of the  Administrative  Agent,
desirable to perfect the first priority security interest of the  Administrative
Agent.  The  Administrative  Agent shall have also received  certified copies of
Uniform  Commercial  Code Requests for  Information or Copies (Form  U.C.C.-11),
certified  by the  Borrower,  dated a date  reasonably  near (but  prior to) the
Sierra  Acquisition  Effective Date of Sierra,  listing all effective  financing
statements, tax liens and judgment liens which name Sierra as the debtor.

      SUBPART  III.2.3.  Real Estate Documents  Relating to Sierra  Acquisition,
etc. The Administrative  Agent shall have received fully executed copies of each
of the following documents,  each in form and substance reasonably  satisfactory
to the Administrative  Agent, or shall have received  evidence,  satisfactory to
the  Administrative  Agent, of the Borrower's or any other Obligor's  compliance
with each of the following conditions:

            (a) a real estate mortgage (the "Sierra Mortgage"), substantially in
      the form of Exhibit J to the Existing Credit Agreement, encumbering all of
      Sierra's  right,  title and interest in and to that certain real  property
      owned by Sierra and located in  Litchfield,  Illinois  (the  "Illinois Fee
      Property";  the Illinois Fee Property,  the Illinois  Leased  Property (as
      defined  below) and the property  leased by Sierra  located in Clearwater,
      Florida are  sometimes  hereinafter  referred to as the "Real  Property"),
      together with (i) evidence of the completion of all recordings and filings
      of the Sierra  Mortgage  (and  related  U.C.C.  financing  statements  and
      fixture   filings)  as  may  be  necessary  or,  in  the  opinion  of  the
      Administrative  Agent,  desirable  to  effectively  create  a valid  first
      priority  mortgage  Lien  against the  Illinois Fee Property and (ii) such
      other  approvals,  opinions or  documents in  connection  therewith as the
      Administrative Agent may reasonably request;

            (b)  a  First  Amendment  to  the  Sierra  Mortgage  (the  "Mortgage
      Amendment"), which Mortgage Amendment shall, upon its recordation,  spread
      the Lien of the Sierra  Mortgage to encumber  that certain  parcel of land
      and the improvements located thereon situated in Litchfield, Illinois (the
      "Illinois Leased  Property"),  which Illinois Leased Property is presently
      owned by The City of Litchfield  Illinois and leased to Sierra pursuant to
      that certain Lease Agreement,  dated as of December 1, 1976 (the "Illinois
      Lease") and forms a part of and is  contiguous  to the  manufacturing  and
      warehouse facilities located on the Illinois Fee Property.

            (c)  a  mortgagees'  title  insurance  policy  satisfactory  to  the
      Administrative Agent and from an independent title insurer satisfactory to
      the  Administrative  Agent  (the  "Title  Insurer"),  with  respect to the
      Illinois Fee  Property,  insuring that title to such Illinois Fee Property
      is  marketable  and that the  interests  created  by the  Sierra  Mortgage
      constitute valid first priority Lien thereon free and clear of all defects
      and  encumbrances,  and such  other  matters  reasonably  approved  by the
      Administrative  Agent,  and such  policies  shall also include a revolving
      credit endorsement,  comprehensive endorsement, variable rate endorsement,
      zoning endorsements (with parking),  access and utilities endorsements,  a
      mechanic's   lien   endorsement   and  such  other   endorsements  as  the
      Administrative Agent shall reasonably request;

            (d) an "as  built"  survey  for  each  parcel  of the  Illinois  Fee
      Property and the Illinois Leased  Property,  certified to and satisfactory
      to the Administrative Agent and the Title Insurer by a surveyor reasonably
      satisfactory  to the  Administrative  Agent and registered in the state of
      Illinois,  which  survey shall (i) be of recent  date,  in the  reasonable
      judgment of the Administrative  Agent, (ii) contain the minimum detail for
      land surveys as most recently adopted by ALTA/ACSM,  (iii) comply with the
      Administrative Agent's survey requirements, (iv) show a "metes and bounds"
      and/or   "block  and  lot"  legal   description   and  (v)   contain   the
      Administrative  Agent's standard form  certification to the Administrative
      Agent and the Title Insurer;

            (e)  Phase  One  Environmental   Site  Assessments  (the  scope  and
      performance  of which meets or exceeds the then most current ASTM Standard
      Practice for Environmental Site Assessments:  Phase One Environmental Site
      Assessment Process, E 1527) of each parcel of Real Property and such other
      reports and other information,  in form, scope and substance  satisfactory
      to the Administrative  Agent regarding  environmental  matters relating to
      Sierra  and  each  parcel  of  Real  Property,  which  environmental  site
      assessments  shall (by their terms or  pursuant  to a separate  agreement)
      expressly permit the Administrative Agent and the Lenders to rely thereon;

            (f) copies of any lease or other rental or occupancy agreements (the
      "Leases"), certified to the Administrative Agent, with respect to any Real
      Property or any portion  thereof under which  Sierra,  the Borrower or any
      other Obligor is either the lessee or the lessor;

            (g) Subordination,  Non-Disturbance  and Attornment  Agreements,  in
      form and substance  reasonably  satisfactory to the Administrative  Agent,
      with  respect to any Lease  encumbering  a parcel of Real  Property  under
      which Sierra, the Borrower or any other Obligor is the lessor;

            (h) Landlord  Waiver and Consent  Agreements,  in form and substance
      reasonably  satisfactory to the Administrative  Agent, with respect to any
      Lease  encumbering  the  Illinois  Fee Property  under which  Sierra,  the
      Borrower or any other Obligor is the lessee;

            (i) an opinion of counsel to the  Borrower  in the state of Illinois
      as to the  enforceability  of the  Sierra  Mortgage  and each  other  Loan
      Document  which  creates or  perfects a security  interest  and such other
      matters as the Administrative Agent may require; and

            (j)  evidence of payment in full by the  Borrower  of all  premiums,
      title examination,  survey,  departmental violations,  judgment and U.C.C.
      search  charges,  mortgage  recording  taxes  and fees,  and other  taxes,
      charges  and fees  payable in  connection  with the  issuance of any title
      insurance policy,  the recording of any Sierra Mortgage or the delivery of
      any survey or environmental report required under this Subpart 3.1.5.

      SUBPART III.2.4.  Opinions of Counsel.  The Administrative Agent shall
                        -------------------
have received such opinions,  each dated the Sierra Acquisition  Effective Date,
in form and substance and from counsel  satisfactory  to, and as may be required
by, the Administrative Agent and each of the Lenders.

      SUBPART  III.2.5.  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 IV

                         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 IV.1. Compliance with Warranties. 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
shall be in full compliance with Article 4 of the Subordinated Note Indenture.

      SUBPART IV.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 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
                     -----------------------------------------
Eighth  Amendment  Effective  Date,  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. 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  V.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 V.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 V.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  V.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 V.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 V.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.