Exhibit 4.21
EXHIBIT F
Dated: December 22, 1997
CONFIRMATION AND GUARANTY OF SECURITY INTEREST
Section 1. Security Interests. Each of the undersigned hereby:
(a) acknowledges that it was a party to the Amended and Restated
Credit Agreement, dated as of September 27, 1989, amended and restated as
of May 28, 1992 (the "Original Credit Agreement") among The Interlake
Corporation (the "Borrower"), The Chase Manhattan Bank, as Administrative
Agent, The First National Bank of Chicago, as Co-Agent, and the financial
institutions from time to time party to the Original Credit Agreement,
(b) acknowledges and consents to the execution, delivery and
performance of (i) the Second Amended and Restated Credit Agreement, dated
as of September 27, 1989, amended and restated as of December 22, 1997
(the "Second Amended and Restated Credit Agreement") by and among the
Borrower, The Chase Manhattan Bank, as Administrative Agent, The First
National Bank of Chicago, as Documentation Agent, and financial
institutions from time to time a party to the Second Amended and Restated
Credit Agreement (the "Banks"), and (ii) all of the documents and
transactions contemplated by the Second Amended and Restated Credit
Agreement; and
(c) except as set forth herein, agrees that the execution,
delivery and performance of the documents considered in the above clause
(b) shall not in any way affect such entity's obligations (except as
expressly release therefrom) under any Credit Document, or any other
document executed in connection therewith other than the Original Credit
Agreement, to which such entity is a party, including, without limitation,
each such entity's respective obligations (if any) under the Amended and
Restated Company Security Agreement (attached hereto as Annex A) and the
Amended and Restated Subsidiary U.S. Security Agreement (attached hereto
as Annex B), each of which documents, and each other document executed in
connection therewith, other than the Original Credit Agreement (the
"Credit Documents"), are hereby assumed under and made a part by reference
of the Second Amended and Restated Credit Agreement which obligations on
the date hereof remain absolute and unconditional (except as expressly
released therefrom) and are not subject to any defense, set-off or
counterclaim; provided that, in the case of each of the Credit Documents,
the undersigned hereby acknowledge and agree that the "Obligations" (as
defined therein) include all of the Obligations under and as defined in
the Second Amended and Restated Credit Agreement after giving effect to
the Second Restatement Effective Date and any increase in the amounts
owing to the Banks or the Administrative Agent (as defined in the Second
Amended and Restated Credit Agreement). Unless otherwise defined herein,
capitalized terms used in this Confirmation of Guaranty and Security
Interests shall have the meanings set forth in the Second Amended and
Restated Credit Agreement.
Section 2. Counterparts. This Confirmation of Guaranty and Security
Interests may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, each of which when so
executed and delivered shall be an original, but all of which shall
together constitute one and the same instrument. A set of counterparts
executed by all the parties hereto shall be lodged with the Borrower and
the Administrative Agent.
CHEM-TRONICS, INC.
By:
Name:
Title:
XXXX XXXXX SUPPLY COMPANY
By:
Name:
Title:
INTERLAKE ARD CORPORATION
By:
Name:
Title:
INTERLAKE PACKAGING CORPORATION
By:
Name:
Title:
THE INTERLAKE COMPANIES, INC.
By:
Name:
Title:
