EXHIBIT 4.8
CONSENT AND REAFFIRMATION AGREEMENT
July 31, 1998
The Chase Manhattan Bank,
as Administrative Agent
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: The Interlake Corporation
Ladies and Gentlemen:
Reference is made to:
(i) that certain Third Amended and Restated Credit Agreement
of even date herewith among the Borrower, the Banks parties thereto,
The Chase Manhattan Bank, as Administrative Agent, and The First
National Bank of Chicago, as Documentation Agent (the "Third Amended
Credit Agreement"; terms capitalized and not otherwise defined herein
shall be defined as they are defined in the Third Amended Credit
Agreement);
(ii) that certain Amended and Restated Security Agreement
dated as of September 27, 1989 and amended and restated as of August
17, 1992, between the Borrower and Chemical Bank (now known as The
Chase Manhattan Bank), as Collateral Agent (as amended through the date
hereof, the "Borrower Security Agreement");
(iii) that certain Amended and Restated Subsidiary U.S.
Security Agreement dated as of September 27, 1989 and amended and
restated as of August 17, 1992, executed by the Subsidiaries of the
Borrower parties thereto and Chemical Bank (now known as The Chase
Manhattan Bank), as Collateral Agent (as amended and modified through
the date hereof, the "Subsidiary Security Agreement");
(iv) that certain Subsidiary Guaranty dated as of September
27, 1989, executed by the Subsidiaries of the Borrower parties thereto
(as amended and modified through the date hereof, the "Subsidiary
Guaranty");
(v) that certain Company Pledge Agreement dated as of
September 27, 1989, executed by the Borrower in favor of Chemical Bank,
now known as The Chase Manhattan Bank, as Collateral Agent (as amended
and modified through the date hereof, the "Company Pledge Agreement");
(vi) that certain Subsidiary U.S. Pledge Agreement dated as of
September 27, 1989, executed by the Subsidiaries of the Borrower
parties thereto in favor of Chemical Bank, now known as The Chase
Manhattan Bank, as Collateral Agent (as amended and modified through
the date hereof, the "Subsidiary Pledge Agreement"); and
(vii) that certain Subsidiary Assumption Agreement dated as of
July 29, 1997, executed by Interlake Material Handling, Inc., a
Delaware corporation.
Each of the undersigned:
(a) consents to the Third Amended Credit Agreement;
(b) confirms and agrees that the Third Amended Credit Agreement
constitutes the "Amended and Restated Credit Agreement" under and as defined in
the Borrower Security Agreement and the Subsidiary Security Agreement;
(c) confirms and agrees that the Third Amended Credit Agreement
constitutes the "Credit Agreement" under and as defined in the Company Pledge
Agreement, the Subsidiary Pledge Agreement and the Subsidiary Guaranty, and that
all of the Obligations constitute "Obligations" under and as defined in the
Subsidiary Guaranty, the Borrower Security Agreement, the Subsidiary Security
Agreement, the Company Pledge Agreement and the Subsidiary Pledge Agreement; and
(d) reaffirms its obligations under each of the Credit Documents to
which it is a party, including, without limitation, the Borrower Security
Agreement, the Subsidiary Security
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Agreement, the Subsidiary Guaranty, the Company Pledge Agreement, the
Subsidiary Pledge Agreement, all of which Credit Documents remain in full force
and effect and are hereby ratified and confirmed.
THE INTERLAKE CORPORATION
By:/s/Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Vice President
CHEM-TRONICS, INC.
XXXX XXXXX SUPPLY COMPANY
INTERLAKE ARD CORPORATION
THE INTERLAKE COMPANIES, INC.
INTERLAKE MATERIAL HANDLING, INC.
CONCO-TELLUS, INC.
INTERLAKE AUSTRALIAN MINING
VENTURES, INC.
By: /s/Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Vice President
INTERLAKE DRC LIMITED
By: /s/Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Vice President
