17,500,000.00 New York, New York July 31, 1998 FOR VALUE RECEIVED, THE INTERLAKE CORPORATION, a Delaware corporation (the "Borrower"), hereby promises to pay to the order of THE FIRST NATIONAL BANK OF CHICAGO (the "Bank"), in lawful money of the...

EXHIBIT 4.4


                                                       NOTE

$17,500,000.00                                               New York, New York
                                                                  July 31, 1998

         FOR VALUE RECEIVED, THE INTERLAKE  CORPORATION,  a Delaware corporation
(the "Borrower"), hereby promises to pay to the order of THE FIRST NATIONAL BANK
OF CHICAGO  (the  "Bank"),  in lawful  money of the United  States of America in
immediately  available  funds,  at the office of The Chase  Manhattan  Bank (the
"Administrative  Agent") located at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 on
the  Maturity  Date (as defined in the Credit  Agreement  referred to below) the
principal sum of SEVENTEEN  MILLION FIVE HUNDRED  THOUSAND  DOLLARS or, if less,
the unpaid  principal  amount of all Loans (as defined in the Credit  Agreement)
made by the Bank pursuant to the Credit Agreement.

         The  Borrower  promises  also to pay  interest on the unpaid  principal
amount of each Loan in like money at said office from the date such Loan is made
until paid at the rates and at the times  provided in Section 1.08 of the Credit
Agreement.

         This Note is one of the Notes  referred  to in the  Third  Amended  and
Restated  Credit  Agreement,  dated as of  September  27,  1989 and  amended and
restated as of July 31, 1998,  among the Borrower,  the  financial  institutions
named therein  (including the Bank), the  Administrative  Agent and the Document
Agent (as so amended  and  restated  and as the same may  hereafter  be amended,
modified  or  supplemented  from time to time,  the "Credit  Agreement")  and is
entitled to the  benefits  thereof.  This Note is issued in  replacement  of the
Notes as  defined in and  issued  pursuant  to the Prior  Credit  Agreement  (as
defined  in the  Credit  Agreement).  This Note is  guaranteed  pursuant  to the
Subsidiary  Guaranties and is secured by certain Security  Documents (as defined
in the Credit  Agreement).  As  provided in the Credit  Agreement,  this Note is
subject to voluntary and  mandatory  prepayment  prior to the Maturity  Date, in
whole or in part.

         In case an Event of Default (as defined in the Credit  Agreement) shall
occur and be continuing,  the principal of and accrued interest on this Note may
be declared to be due and payable in the manner and with the effect  provided in
the Credit Agreement.

         The Borrower hereby waives  presentment,  demand,  protest or notice of
any kind in connection with this Note.

         THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE  WITH AND BE GOVERNED BY THE
LAWS OF THE STATE OF NEW YORK.

                                                     THE INTERLAKE CORPORATION




                             By: /s/Xxxxxxx Xxxxxxx
                              Name: Xxxxxxx Xxxxxxx
                              Title: Vice President