NINTH AMENDMENT TO                EXHIBIT 4.24
                      AMENDED AND RESTATED CREDIT AGREEMENT



          NINTH AMENDMENT (the "Amendment"), dated as of June 1, 1995, among
THE INTERLAKE CORPORATION, a Delaware corporation (the "Company"), each
Subsidiary Borrower party to the Credit Agreement referred to below, The
Interlake Corporation Employee Stock Ownership Trust (the "ESOP Borrower"),
acting by and through the LaSalle National Trust, N.A. (successor to LaSalle
National Bank), not in its individual or corporate capacity, but solely in its
capacity as trustee of the ESOP Trust (the "ESOP Trustee" and together with the
Company and the Subsidiary Borrowers, the "Credit Parties"), CHEMICAL BANK,
individually and as Administrative Agent (the "Administrative Agent"), THE
FIRST NATIONAL BANK OF CHICAGO, individually and as Co-Agent (the "Co-Agent"),
and the financial institutions party to the Credit Agreement referred to below
and listed on the signature pages hereto (the "Banks").  All capitalized terms
used herein and not otherwise defined herein shall have the respective meanings
provided such terms in the Credit Agreement referred to below.


                              W I T N E S S E T H :


          WHEREAS, each of the Credit Parties, the Banks, the Administrative
Agent and the Co-Agent are parties to that certain Amended and Restated Credit
Agreement dated as of September 27, 1989 and amended and restated as of May 28,
1992 and as further amended by the First Amendment dated as of August 14, 1992,
the Second Amendment and Waiver dated as of October 30, 1992, the Third
Amendment and Waiver dated as of August 20, 1993, the Fourth Amendment dated as
of December 22, 1993, the Fifth Amendment dated as of February 23, 1994, the
Sixth Amendment dated as of August 16, 1994, the Seventh Amendment dated as of
January 24, 1995, and the Eighth Amendment dated as of February 1, 1995 (as so
amended and restated and further amended and as the same may hereafter be
amended, modified or supplemented from time to time, the "Credit Agreement");
and 

          WHEREAS, the Company, the Subsidiary Borrowers and the Banks wish to
amend the Credit Agreement as herein provided;


          NOW THEREFORE, it is agreed:

          1.  On the Ninth Amendment Effective Date, Section 1.01(c) of the
Credit Agreement is hereby amended and restated in its entirety as follows:

          (c)  Each Revolving A Bank severally agrees:  (x) on the Restatement
Effective Date, to continue outstanding (i) for the account of the Company and
on the terms and conditions of this Agreement, each of its Original Company
Revolving A Loans (as so continued, the "Continued Company Revolving A Loans")
and (ii) for the accounts of the respective Existing Subsidiary Revolving A
Borrowers and on the terms and conditions of this Agreement, each of its
Original Subsidiary Revolving A Loans (as so continued, the "Continued
Subsidiary Revolving A Loans"); and (y) to make, subject to and upon the terms
and conditions of this Agreement at any time and from time to time on and after
the Restatement Effective Date and prior to the Revolving Loan Maturity Date
(i) a revolving loan or loans to the Company (together with the Continued
Company Revolving A Loans, each a "Company Revolving A Loan" and collectively,
the "Company Revolving A Loans") and (ii) a revolving loan or loans to one or
more Subsidiary Revolving A Borrowers (together with the Continued Subsidiary
Revolving A Loans, each a "Subsidiary Revolving A Loan" and collectively, the
"Subsidiary Revolving A Loans").  Revolving A Loans first incurred on or after
the Restatement Effective Date shall, at the option of the respective Borrower,
be incurred as either Base Rate Loans or Eurodollar Loans, provided that all
Revolving A Loans incurred as part of the same Borrowing shall, unless
otherwise specifically provided herein, be of the same Type.  Revolving A Loans
(i) may be repaid and reborrowed in accordance with the provisions of this
Agreement, (ii) shall not exceed for any Revolving A Bank at any time
outstanding that aggregate principal amount which, when added to the product of
(x) such Revolving A Bank's Revolving Percentage and (y) all Letter of Credit
Outstandings at such time plus the aggregate principal amount of all Permitted
Other Indebtedness then outstanding, equals such Revolving A Bank's Revolving A
Commitment at such time and (iii) shall not exceed in aggregate principal
amount for all Revolving A Banks at any time outstanding, when added to the
Letter of Credit Outstandings then outstanding plus the aggregate principal
amount of all Permitted Other Indebtedness then outstanding, the Borrowing
Base.  Revolving A Loans made to any Subsidiary Revolving A Borrower by all the
Revolving A Banks shall not exceed in aggregate principal amount at any time
outstanding the Revolving Sub-Limit of such Subsidiary Revolving A Borrower.

          2.  On the Ninth Amendment Effective Date, Section 1.05(j) is hereby
amended by deleting the date "September 27, 1996" appearing in clause (iii)
thereof, and inserting in lieu thereof the date "June 30, 1999".

          3.  On the Ninth Amendment Effective Date, Section 1.09 is hereby
amended by deleting the date "September 27, 1996" appearing in clause (ix)
thereof, and inserting in lieu thereof the date "June 30, 1999".

          4.  On the Ninth Amendment Effective Date, Section 2.01(b) of the
Credit Agreement is hereby amended by inserting the word "or" immediately after
the comma at the end of the tenth line thereof, and deleting the language "or
(3) the limitations set forth in the last sentence of Section 1.01(c)"
appearing in clause (ii) thereof.

          5.  On the Ninth Amendment Effective Date, Section 3.02 of the Credit
Agreement shall be deleted in its entirety and the following shall be inserted
in lieu thereof:

          "3.02 Intentionally Omitted."

          6.  On the Ninth Amendment Effective Date, Section 3.03(a) of the
Credit Agreement shall be deleted in its entirety and the following shall be
inserted in lieu thereof:

          "(a) [Intentionally Omitted]."

          7.  On the Ninth Amendment Effective Date, Section 3.03(e) of the
Credit Agreement is amended and restated in its entirety as follows:

          (e)  On each date upon which a mandatory prepayment of Revolving A
Loans or Delayed Draw Loans would be required to be made in accordance with
Section 4.02(h), or on the date any voluntary prepayment of Revolving A Loans
or Delayed Draw Loans is made pursuant to Section 4.01(a), the Total Revolving
A Commitment and Total Delayed Draw Commitment shall be permanently reduced by
the amount of such prepayment (determined as if Revolving A Loans and Delayed
Draw Loans were outstanding in the full amount of the Total Revolving A
Commitment and Total Delayed Draw Commitment).

          8.  On the Ninth Amendment Effective Date, Section 4.01 of the Credit
Agreement is hereby amended by (i) inserting the letter "(a)" prior to the text
thereof, (ii) inserting the parenthetical "(other than Revolving A Loans repaid
pursuant to Sections 4.01(b) and 4.02(b))" after the first reference to the
word "Loans" in such Section 4.01(a), (iii) deleting clauses (iv) and (v) of
such Section 4.01(a) and re-designating clause "(vi)" as clause "(iv)", (iv)
deleting the last sentence of such Section 4.01(a), (v) inserting the following
new sentence at the end of such Section 4.01(a):

          "In addition to the foregoing, all repayments of Loans under this
     Section 4.01(a) shall be made on the same basis as mandatory prepayments
     (and reductions to the Total Revolving A Commitment and Total Delayed Draw
     Commitment) are made pursuant to Section 4.02(h)."

          and (vi) adding the following new Section 4.01(b):

          "(b)  Each Borrower of Revolving A Loans shall have the right to
prepay the Revolving A Loans (without causing an automatic reduction in the
Total Revolving A Commitment), without premium or penalty, in whole or in part
from time to time on the following terms and conditions:  (i) the respective
Borrower shall give the Administrative Agent prior to 11:00 A.M. (New York
time) at its Notice Office at least (x) two Business Days' prior notice of its
intent to prepay Fixed Rate Loans and (y) one Business Day's prior notice of
its intent to prepay Base Rate Loans, which notice shall identify (a) the
amount of such prepayment, (b) the Type of Revolving A Loans to be prepaid and
(c) in the case of Fixed Rate Loans, the specific Borrowing or Borrowings
pursuant to which made, which notice the Administrative Agent shall promptly
transmit to the respective Banks; (ii) each partial prepayment of Revolving A
Loans of a single Borrower shall be in an aggregate principal amount of at
least $1,000,000, provided that no partial prepayment of Fixed Rate Loans made
pursuant to any Borrowing shall reduce the outstanding Fixed Rate Loans made
pursuant to such Borrowing to an amount less than $5,000,000; and (iii) prepay-

ments of Fixed Rate Loans may be made pursuant to this Section 4.01(b) only on
the last day of an Interest Period applicable thereto.  Each prepayment
pursuant to this Section 4.01(b) in respect of any Revolving A Loans, and to
any Borrowing in respect thereof, shall be applied pro rata among all Revolving
A Loans of such Borrowing."

          9.  On the Ninth Amendment Effective Date, Section 4.02(h) of the
Credit Agreement is hereby amended by (i) deleting the first sentence thereof
and (ii) inserting the following sentences in lieu thereof:

          "All amounts required to be applied in accordance with this Section
     4.02(h) shall be applied:  (i) first, and with respect to repayments made
     on the Ninth Amendment Effective Date only, to the repayments of the
     outstanding Revolving A Loans in an aggregate amount not to exceed the
     Priority Amount then in effect, (ii) second, to the repayments of all
     outstanding Loans (other than ESOP Loans) and reductions to the Total
     Revolving A Commitment and Total Delayed Draw Commitment pursuant to
     Section 3.03(e), pro rata among the Banks, based on each Bank's pro rata
     share of the Total Exposure on or after the Ninth Amendment Effective Date
     (after giving effect thereto), and (iii) third, to the extent permitted by
     applicable law, to repayments of the outstanding ESOP Loans.  Each Bank
     shall apply such amounts under clause (ii) above based on its pro rata
     share of the Total Exposure (x) first, to repay all of its outstanding
     Loans of Borrowers which are incorporated in the United States or any
     State thereof in the following order: (A) first to all of its Deferred
     Term Loans, (B) then to all of its Delayed Draw Term Loans, (C) then to
     all of its Revolving B Loans, (D) then to all of its Term Loans; (y)
     second, to repay all of its outstanding Loans of Borrowers which are
     incorporated outside of the United States in the following order:  (A)
     first to all of its Term Loans denominated in U.S. Dollars, (B) then to
     all of its Sterling Revolving B Loans, (C) then to all of its Sterling
     Term Loans, (D) then to all of its Revolving B Loans; and (z) third, to
     repay all of its Revolving A Loans (to the extent necessary to adjust the
     outstanding Revolving A Loans of any Bank such that its outstanding
     Revolving A Loans are proportionate to all outstanding Revolving A Loans
     on the basis of its Revolving Percentage)."

          10.  On the Ninth Amendment Effective Date, Section 7.01(c) of the
Credit Agreement is hereby amended by deleting the number "75" in the first
line thereof and inserting in lieu thereof the number "90".

          11.  On the Ninth Amendment Effective Date, Section 7.09 of the
Credit Agreement is hereby amended by inserting the following sentence at the
end thereof:

          "Notwithstanding the foregoing, there shall be no further obligation
     to obtain or maintain Hedging Agreements after the Ninth Amendment
     Effective Date."

          12.  On the Ninth Amendment Effective Date, (i) Section 8.05(d) of
the Credit Agreement is hereby amended by deleting the language "pursuant to
Section 7.09" in the second line thereof, and inserting in lieu thereof "prior
to the Ninth Amendment Effective Date", (ii) Section 8.05(k) of the Credit
Agreement is hereby amended by deleting "and" at the end of the fourth line
thereof, (iii) Section 8.05(l) of the Credit Agreement is hereby amended by
deleting the period at the end thereof and inserting in lieu thereof "; and",
and (iv) Section 8.05 of the Credit Agreement is hereby amended by inserting
the following new paragraph (m) at the end thereof:

          "(m)  Indebtedness evidenced by the Senior Notes."

          13.  On the Ninth Amendment Effective Date, Section 8.06 of the
Credit Agreement is hereby amended by (i) deleting the word "and" after the
semicolon in subsection (xvi) of such Section, (ii) deleting the period at the
end of subsection (xvii) of such Section and inserting in lieu thereof "; and",
and (iii) inserting the following new subsection (xviii) at the end of such
Section 8.06:

     "(xviii)  (x) the Company and its Subsidiaries may make advances or loans
     to, or investments in, Subsidiaries of the Company in an amount not to
     exceed $1,000,000 annually and (y) the Company and its Subsidiaries may
     make investments described in the proviso to the definition of Capital
     Expenditures."

          14.  On the Ninth Amendment Effective Date, Section 8.08 of the
Credit Agreement is hereby amended by (i) deleting the dollar amount of
"23,000,000" in the Amount column opposite the Period "Fiscal Year Ending
December, 1995 and each fiscal year thereafter" and inserting in lieu thereof
the dollar amount "25,000,000", and (ii) inserting the following new language
at the end of such Section 8.08:

     "Notwithstanding anything to the contrary contained in this Section 8.08,
     up to $5,000,000 (the "Carry-Over Amount") of unutilized capital
     expenditure allowances created in any one fiscal year (beginning with the
     fiscal year ending on December 31, 1995) may be carried over to increase
     the following fiscal year's capital expenditure allowance."

          15.  On the Ninth Amendment Effective Date, Section 8.11 of the
Credit Agreement is hereby amended and restated in its entirety as follows:

          "8.11  Minimum Consolidated Net Worth.  The Company's Minimum
          Consolidated Net Worth at any time may not be less than an amount
          equal to (i) the Company's Consolidated Net Worth at December 25,
          1994 (i.e., negative $257,280,386), minus (ii) $30,000,000, plus
          (iii) Cumulative Consolidated Net Income at such time."

          16.  On the Ninth Amendment Effective Date, Section 8.12 of the
Credit Agreement is hereby amended and restated in its entirety as follows:

           "8.12 Minimum Consolidated EBITDA.  Consolidated EBITDA for (i)
     the period beginning on December 26, 1994 and ending on the last day
     of (x) the second quarter of 1995, taken as one accounting period,
     shall be greater than $41,000,000 and (y) the third quarter of 1995,
     taken as an accounting period, shall be greater than $62,000,000 and
     (ii) any four fiscal quarter period ending on the last day of any
     fiscal quarter set forth below, taken as one accounting period, shall
     be greater than the amount set forth opposite such fiscal quarter:"


 Fiscal Period     Amount


 For the fourth quarter of 1995                        $85,000,000

 For the first quarter of 1996                          85,000,000
 For the second quarter of 1996                         85,000,000
 For the third quarter of 1996                          85,000,000
 For the fourth quarter of 1996                         87,500,000

 For the first quarter of 1997                          87,500,000
 For the second quarter of 1997                         87,500,000
 For the third quarter of 1997                          87,500,000
 For the fourth quarter of 1997                         90,000,000

 For the first quarter of 1998                          90,000,000
 For the second quarter of 1998                         90,000,000
 For the third quarter of 1998                          90,000,000
 For the fourth quarter of 1998                         92,500,000

 For the first quarter of 1999                          92,500,000
 For the second quarter of 1999                         92,500,000

      Additionally, if the Company exceeds the required minimum
Consolidated EBITDA levels set forth above for the fiscal years ending December
31, 1995 or December 31, 1996, then 50% of the excess in each of those two
years, up to a maximum of $5,000,000 in the aggregate, will be available to the
Company as a credit to add to the actual Consolidated EBITDA of the Company in
any fiscal quarter thereafter, to be included in the calculation for any period
in which such quarter is included.  The credit created by such excess may be
used in whole or in part."

      17.  On the Ninth Amendment Effective Date, Section 9.13 of the
Credit Agreement is hereby amended and restated in its entirety as follows:

      "9.13  Environmental Liabilities.  The Company makes payments in
      excess of $5,000,000 pursuant to CERCLA in any single fiscal year
      with respect to remediation at the St. Louis River Site, provided,
      that the Company may carry over 100% of any year's unused remediation
      expenditures, up to a maximum aggregate amount of $20,000,000;"

      18.  On the Ninth Amendment Effective Date, Section 10.01 of the
Credit Agreement is hereby amended as follows:

      (a)  The definition of Applicable Margin is amended by adding the
 following sentence to the end thereof:

      "Effective June 30, 1998, the percentages per annum set forth above
      shall increase (x) in the case of Base Rate Loans and all other
      interest rates determined by reference to the Alternate Base Rate, to
      2.5%, and (y) in the case of Fixed Rate Loans, to 3.5%."

      (b)  The definition of Capital Expenditures shall be amended by
 adding the following proviso to the end of the first sentence thereof:

      "; provided that there shall be included in the definition of Capital
      Expenditures up to $5,000,000 in any fiscal year in expenditures of
      the Company for (i) securities acquired by the Company and/or its
      Subsidiaries of another Person representing at least 50% of the
      voting and economic interests in such Person and (ii) assets the
      acquisition of which would not otherwise constitute a Capital
      Expenditure and would not otherwise be permitted under Section 8.02."

      (c)  The definition of Consolidated Current Assets is amended and
 restated in its entirety as follows: 

      "Consolidated Current Assets" shall mean, at any date, all the
      current assets (other than cash and Cash Equivalents) of the Company
      and its Subsidiaries determined on a consolidated basis in conformity
      with generally accepted accounting principals.

      (d)  The definition of Deferred Term Loan Maturity Date is amended by
 deleting the date "September 27, 1998" and inserting in lieu thereof the
 date "June 30, 1999";

      (e)  The definition of Delayed Draw Maturity Date is amended by
 deleting the date "March 27, 1997" and inserting in lieu thereof the date
 "June 30, 1999";

      (f)  The definition of Excess Cash Flow is amended by inserting at
 the end of clause (i)(x) the following:

      "provided that such calculation shall only include the amount of any
      decrease which is in excess of $5,000,000,";

      (g)  The definition of Consolidated Net Worth is hereby amended and
 restated as follows:

      "Consolidated Net Worth" shall mean, on any date of determination
      thereof, shareholders' equity (including preferred stock) of the
      Company and its Subsidiaries on a consolidated basis."

      (h)  The definition of Payment Office is amended by deleting the
 address appearing in the third and fourth lines thereof and inserting in
 lieu thereof the address "270 Park Avenue, New York, New York 10017"; and

      (i)  The definition of Scheduled Repayment Date shall be amended and
 restated in its entirety as follows:

      "Scheduled Repayment Date" shall mean (i) with respect to ESOP Loans,
      the dates set forth under the heading "ESOP Loans" on Schedule III
      and (ii) with respect to all other Installment Loans, June 30, 1999.

      (j)  The definition of Revolving Loan Maturity Date is amended by
 deleting the date "September 27, 1997" and inserting in lieu thereof the
 date "June 30, 1999";

      (k)  The definition of Term Loan Maturity Date is amended by deleting
 the date "September 27, 1996" and inserting in lieu thereof the date "June
 30, 1999";

      (l)  The following new definitions are inserted in alphabetical
 order:

      "Cumulative Consolidated Net Income" shall mean, on any date,
      Consolidated Net Income on a cumulative basis for all fiscal quarters
      of the Company ending after December 25, 1994 (for which Consolidated
      Net Income was a positive number), all determined on the basis of
      generally accepted accounting principles as in effect on December 25,
      1994.

      "Ninth Amendment Effective Date" shall mean the date on which all
      conditions precedent described in paragraph 26 of the Ninth Amendment
      to this Agreement have been satisfied.

      "Senior Notes" shall mean the Senior Notes due 2001 of the Company
      issued on the Ninth Amendment Effective Date pursuant to the
      Indenture, dated as of such date, between the Company and Bank One,
      Columbus, N.A. as Trustee.

      "Total Exposure" shall mean, at any time, (i) the aggregate principal
      amount of Loans (excluding ESOP Loans) outstanding at such time, plus
      (ii) the Letter of Credit Outstandings at such time, plus (iii) the
      Total Unutilized Revolving A Commitment then in effect, plus (iv) the
      Delayed Draw Commitment then in effect.

      19.  On the Ninth Amendment Effective Date, Section 13.04(b) of the
Credit Agreement is hereby amended by (i) deleting clause "(iii)" thereof in
its entirety, (ii) redesignating clauses "(iv)" and "(v)" as clauses "(iii)"
and "(iv)", respectively, and (iii) inserting the following language at the end
of clause (ii) in the seventeenth line of such Section 13.04(b):

      "or such lesser amount representing the entire remaining Commitment
      of such Assigning Bank, and"

      20.  On the Ninth Amendment Effective Date, Section 13.11(i) is
hereby amended by inserting at the end thereof the following:

      "or create any scheduled amortization for any Tranche of Loans
      (including by changing the definition of Scheduled Repayment Date),"

      21.  On the Ninth Amendment Effective Date, Section 13.20 shall be
deleted in its entirety and the following shall be inserted in lieu thereof:

      "13.20  [Intentionally Omitted]."

      22.       In order to induce the Banks to enter into this Amendment, each
of the Credit Parties (other than the ESOP Trustee) hereby (a) certifies that
no Default or Event of Default exists and that each of the representations,
warranties and agreements contained in Section 6 of the Credit Agreement on the
Ninth Amendment Effective Date, both before and after giving effect to this
Amendment, is true and correct in all material respects, and (b) confirms that
it has and will continue to comply with all of its obligations contained in the
Credit Agreement and the other Credit Documents including with respect to each
of the Borrowers, but not limited to, all of its obligations contained in
Section 7.10(b) of the Credit Agreement.

      23.  This Amendment is limited as specified and shall not constitute
a modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.

      24.  This Amendment may be executed in any number of counterparts and
by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument.  A complete set of
counterparts shall be lodged with the Company and the Administrative Agent.

      25.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.

      26.  This Amendment shall become effective on the date (the "Ninth
Amendment Effective Date") when each of the following conditions shall have
been satisfied:

      (a)       On or prior to the Ninth Amendment Effective Date, the Company,
 the Subsidiary Borrowers, the ESOP Trustee, the Administrative Agent, the
 Co-Agents and the Banks shall have signed a copy hereof (whether the same
 or different copies) and shall have delivered (including by way of
 telecopier) such copies to the Administrative Agent;

      (b)  The Company shall have received, on or prior to August 31, 1995,
 at least $95 million of net cash proceeds from the issuance of the Senior
 Notes pursuant to documents satisfactory to the Administrative Agent or
 the Banks, and shall have applied such proceeds as required pursuant to
 Section 4.02(h) (as amended hereby); 

      (c)  The Company shall have paid all fees and expenses (including
 legal fees and expenses) then due and owing to the Administrative Agent;
 and

      (d)       The Administrative Agent shall have received an opinion of
 counsel to the Company and its Subsidiaries covering the matters herein
 and such other matters as the Administrative Agent shall have reasonably
 requested.

      27.  From and after the Ninth Amendment Effective Date, all
references in the Credit Agreement and each of the Credit Documents or any
other agreement to the Credit Agreement shall be deemed to be references to
such Credit Agreement as amended hereby.


      IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Amendment to be duly executed and delivered as of the date
first above written.


                                 THE INTERLAKE CORPORATION
                                 
                                 
                                 
                                 By________________________
                                   Title:  
                                 
                                 
                                 SUBSIDIARY BORROWERS
                                 
                                 
                                 ACME STRAPPING INC.
                                 
                                 
                                 
                                 By________________________
                                   Title:  
                                 
                                 
                                 DEXION (AUSTRALIA) PTY. LTD.
                                 A.C.N. 000 083 956
                                 
                                 
                                 
                                 By________________________
                                   Title:
                                 S.A. DEXION-REDIRACK N.V.
                                 
                                 
                                 
                                 By________________________
                                   Title:  
                                 
                                 
                                 DEXION INTERNATIONAL LIMITED
                                 
                                 
                                 
                                 By________________________
                                   Title:  
                                 
                                 
                                 PRECIS (935) LTD.
                                 
                                 
                                 
                                 By________________________
                                   Title:  
                                 
                                 
                                 DEXION GmbH
                                 
                                 
                                 
                                 By________________________
                                   Title:  
                                 
                                 
                                 TWICEBONUS LIMITED
                                 
                                 
                                 
                                 By________________________
                                   Title:

                                 THE INTERLAKE CORPORATION
                                 EMPLOYEE STOCK OWNERSHIP
                                 TRUST, acting by and through
                                 the LASALLE NATIONAL TRUST,
                                 N.A. (successor to LaSalle
                                 National Bank), not in its
                                 individual or corporate capa-
                                 city (except for the repre-
                                 sentations and warranties
                                 contained in Section
                                 6.01(b)(y) of the Credit
                                 Agreement) but solely in its
                                 capacity as ESOP Trustee
                                 
                                 
                                 
                                 By_________________________
                                   Title:  
                                 
                                 
                                 BANKS
                                 
                                 CHEMICAL BANK
                                 Individually, and as
                                   Administrative Agent
                                 
                                 
                                 
                                 By________________________
                                   Title:  
                                 
                                 
                                 THE FIRST NATIONAL BANK
                                   OF CHICAGO
                                 Individually, and as Co-Agent
                                 
                                 
                                 
                                 By_________________________
                                   Title:  
                                 
                                 
                                 MITSUI TRUST & BANKING CO.,
                                   LTD.
                                 
                                 
                                 
                                 By_________________________
                                   Title: 
                                 NATIONAL BANK OF CANADA
                                 
                                 
                                 
                                 By_________________________
                                   Title:  
                                 
                                 
                                 
                                 By_________________________
                                   Title:  
                                 
                                 
                                 NATIONAL WESTMINSTER BANK PLC
                                 
                                 
                                 
                                 By_________________________
                                   Title:
                                 
                                 
                                 BANK OF AMERICA NATIONAL
                                 TRUST AND SAVINGS
                                 ASSOCIATION, successor by
                                 merger to Security Pacific
                                 National Bank
                                 
                                 
                                 
                                 By________________________
                                   Title:
                                 
                                 
                                 BANK OF AMERICA, ILLINOIS
                                 
                                 
                                 
                                 By________________________
                                   Title:
                                 
                                 
                                 THE FUJI BANK LIMITED
                                 
                                 
                                 
                                 By_______________________
                                   Title:
                                 MELLON BANK N.A.
                                 
                                 
                                 
                                 By_______________________
                                   Title:
                                 
                                 
                                 THE NIPPON CREDIT BANK, LTD.
                                 
                                 
                                 
                                 By_______________________
                                   Title:
                                 
                                 
                                 THE BANK OF NOVA SCOTIA
                                 
                                 
                                 
                                 By_______________________
                                   Title:
                                 
                                 
                                 UNION BANK OF FINLAND/
                                   CAYMAN ISLAND BRANCH
                                 
                                 
                                 
                                 By_______________________
                                   Title:
                                 
                                 
                                 By_______________________
                                   Title:
                                 
                                 
                                 BANK OF YOKOHAMA
                                 
                                 
                                 
                                 By_______________________
                                   Title:
                                 
                                 
                                 
                                 
                                 
                                 GIROCREDIT BANK AG
                                 DER SPARKASSEN,
                                 GRAND CAYMAN ISLAND BRANCH
                                 
                                 
                                 
                                 By_______________________
                                   Title:
                                 
                                 
                                 
                                 By_______________________
                                   Title:
                                 
                                 
                                 EATON VANCE PRIME RATE
                                   RESERVES
                                 
                                 
                                 
                                 By______________________
                                   Title:
                                 
                                 
                                 LEHMAN COMMERCIAL PAPER INC.
                                 
                                 
                                 
                                 By_______________________
                                   Title:
                                 
                                 
                                 RESTRUCTURED OBLIGATIONS
                                 BACKED BY SENIOR ASSETS, B.V.
                                 
                                 
                                 
                                 By_______________________
                                   Title:
                                 Chancellor Senior Secured
                                 Management, Inc. as Portfolio
                                 Advisor
                                 
                                 
                                 STICHTING RESTRUCTURED
                                 OBLIGATIONS BACKED BY SENIOR
                                 ASSETS 2, (ROSA 2)
                                 
                                 
                                 
                                 By_________________________
                                   Title:
                                 
                                 Chancellor Senior Secured
                                 Management, Inc. as Portfolio
                                 Advisor
                                 
                                 
                                 MERRILL LYNCH
                                 PRIME RATE PORTFOLIO
                                 
                                 By MERRILL LYNCH ASSET
                                      MANAGEMENT, L.P., as
                                    Investment Advisor
                                 
                                 
                                 
                                 By_______________________
                                   Title:
                                 
                                 
                                 MFS HIGH INCOME FUND
                                 
                                 
                                 
                                 By_______________________
                                   Title:   
   ACCEPTED AND CONSENTED TO:
   
   
   INTERLAKE DRC LIMITED
   
   
   
   By________________________
     Title:
   
   
   DEXION GROUP PLC
   
   
   
   By________________________
     Title: