EXHIBIT 4.5
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 BANK OF NOVA SCOTIA
(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
