<PAGE>
                                                                    EXHIBIT 10.8

                       LETTER OF CREDIT FACILITY AGREEMENT

                           DATED AS OF JANUARY 8, 2004

                                      AMONG

                              INTERMET CORPORATION,

                           THE LENDERS LISTED HEREIN,

                                       AND

                             THE BANK OF NOVA SCOTIA

                       AS ADMINISTRATIVE AGENT AND ISSUER
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                           PAGE
<S>                                                                                                        <C>
ARTICLE I.    DEFINITIONS; CONSTRUCTION.................................................................     1

         Section 1.01. Definitions......................................................................     1

         Section 1.02. Accounting Terms and Determination...............................................     6

         Section 1.03. Other Definitional Terms.........................................................     6

         Section 1.04. Exhibits and Schedules...........................................................     6

ARTICLE II.   LETTERS OF CREDIT.........................................................................     6

         Section 2.01. Letters of Credit................................................................     6

         Section 2.02. Notice of Issuance of Letter of Credit; Agreement to Issue.......................     7

         Section 2.03. Payment of Amounts drawn under Letters of Credit.................................     7

         Section 2.04. Payment by Lenders...............................................................     8

         Section 2.05. Cash Collateral..................................................................     9

         Section 2.06. Letter of Credit Obligations Absolute............................................     9

         Section 2.07. Existing Letters of Credit.......................................................    10

ARTICLE III.  GENERAL LETTER OF CREDIT TERMS............................................................    11

         Section 3.01. Notices of Outstanding Letters of Credit.........................................    11

         Section 3.02. Fees.............................................................................    11

         Section 3.03. Reduction of Commitment Amount...................................................    11

         Section 3.04. Interest Provisions..............................................................    12

         Section 3.05. Payments, Computations, Taxes....................................................    12

         Section 3.06. Illegality.......................................................................    14

         Section 3.07. Increased Costs..................................................................    14

         Section 3.08. Lending Offices..................................................................    15

         Section 3.09. Apportionment of Payments........................................................    15

         Section 3.10. Sharing of Payments, Etc.........................................................    15

         Section 3.11. Limitation on Certain Payment Obligations........................................    16

         Section 3.12. Failure to Maintain Minimum Required Rating......................................    16

ARTICLE IV.   CONDITIONS TO LETTERS OF CREDIT /EFFECTIVE DATE...........................................    17

         Section 4.01. Conditions Precedent to Effective Date...........................................    17

         Section 4.02. Conditions to All Letters of Credit..............................................    19

ARTICLE V.    REPRESENTATIONS AND WARRANTIES............................................................    20
</TABLE>


                                       -i-
<PAGE>
                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                           PAGE
<S>                                                                                                        <C>
         Section 5.01. Incorporated Representations and Warranties......................................    20

ARTICLE VI.   COVENANTS.................................................................................    20

         Section 6.01. Incorporated Covenants...........................................................    20

ARTICLE VII.  EVENTS OF DEFAULT.........................................................................    21

         Section 7.01. Payments.........................................................................    21

         Section 7.02. Cash Collateral Account..........................................................    21

         Section 7.03. Representations..................................................................    21

         Section 7.04. Credit Agreement.................................................................    21

         Section 7.05. Incorporated Events of Default...................................................    21

ARTICLE VIII. THE ADMINISTRATIVE AGENT..................................................................    23

         Section 8.01. Appointment of Administrative Agent..............................................    23

         Section 8.02. Authorization of Administrative Agent with Respect to the Cash Collateral........    23

         Section 8.03. Nature of Duties of Administrative Agent.........................................    24

         Section 8.04. Lack of Reliance on the Administrative Agent.....................................    24

         Section 8.05. Certain Rights of the Administrative Agent.......................................    24

         Section 8.06. Reliance by Administrative Agent.................................................    24

         Section 8.07. Indemnification of Administrative Agent..........................................    25

         Section 8.08. Letters of Credit Issued by the Administrative Agent or the Issuer...............    25

         Section 8.09. Successor Administrative Agent...................................................    26

         Section 8.10. Exculpation......................................................................    26

         Section 8.11. Defaults.........................................................................    26

ARTICLE IX.   MISCELLANEOUS.............................................................................    27

         Section 9.01. Notices..........................................................................    27

         Section 9.02. Amendments, Etc..................................................................    27

         Section 9.03. No Waiver; Remedies Cumulative...................................................    28

         Section 9.04. Payment of Expenses, Etc.........................................................    28

         Section 9.05. Right of Setoff..................................................................    29

         Section 9.06. Benefit of Agreement.............................................................    30
</TABLE>


                                      -ii-
<PAGE>
                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                           PAGE
<S>                                                                                                        <C>
         Section 9.07. Governing Law; Submission to Jurisdiction; Waiver of Jury Trial..................    32

         Section 9.08. Independent Nature of Lenders' Rights............................................    33

         Section 9.09. Counterparts.....................................................................    33

         Section 9.10. Survival.........................................................................    34

         Section 9.11. Severability.....................................................................    34

         Section 9.12. Independence of Covenants........................................................    34

         Section 9.13. Change in Accounting Principles, Fiscal Year or Tax Laws.........................    34

         Section 9.14. Headings Descriptive; Entire Agreement...........................................    34

         Section 9.15. Confidentiality..................................................................    35
</TABLE>


                                     -iii-
<PAGE>
SCHEDULES

Schedule 1      Commitments / Percentages
Schedule 1.01   Pricing Schedule
Schedule 1.02   Existing Letters of Credit
Schedule 9.01   Notice Information

EXHIBITS

Exhibit A       -    Form of Letter of Credit Application
Exhibit B       -    Form of Notice of Outstanding Letters of Credit
Exhibit C       -    Form of Closing Certificate
Exhibit D       -    Form of Compliance Certificate
Exhibit E       -    Form of Cash Collateral Agreement
Exhibit F       -    Form of Assignment and Acceptance
Exhibit G       -    Form of Exiting Lender Acknowledgment
Exhibit H-1-A   -    Form of Opinion of Foley & Lardner
Exhibit H-1-B   -    Form of Opinion of Alan J. Miller, Esq.
Exhibit H-2     -    Form of Opinion of Troutman Sanders LLP
Exhibit H-3     -    Form of Opinion of Mayer, Brown, Rowe & Maw LLP


                                      -iv-
<PAGE>
                       LETTER OF CREDIT FACILITY AGREEMENT

      THIS LETTER OF CREDIT FACILITY AGREEMENT made and entered into as of
January 8, 2004, by and among INTERMET CORPORATION, a Georgia corporation (the
"Company"), THE BANK OF NOVA SCOTIA, a Canadian chartered bank ("Scotia
Capital"), acting through its Atlanta Agency, the other banks and lending
institutions listed on the signature pages hereof, and any assignees of Scotia
Capital, or such other banks and lending institutions which become "Lenders" as
provided herein (Scotia Capital, and such other banks, lending institutions, and
assignees referred to collectively herein as the "Lenders") and Scotia Capital
in its capacities as administrative agent for the Lenders and each successor
agent for such Lenders as may be appointed from time to time pursuant to Article
IX hereof (the "Administrative Agent") and as the Issuer.

      WHEREAS, the Company has requested that the Lenders, the Issuer and the
Administrative Agent enter into this Agreement pursuant to which the Existing
Letters of Credit shall be deemed to be Letters of Credit outstanding hereunder
and that additional Letters of Credit be issued at the request of the Company,
in each case on the terms and subject to the conditions set forth herein;

      NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the Company, the Lenders, the Administrative Agent and the
Issuer agree as follows:

                                   ARTICLE I.

                            DEFINITIONS; CONSTRUCTION

            Section 1.01. DEFINITIONS. In addition to the other terms defined
herein, the following terms used herein shall have the meanings herein specified
(to be equally applicable to both the singular and plural forms of the terms
defined):

      "Administrative Agent" shall have the meaning set forth in the preamble.

      "Agreement" shall mean this Letter of Credit Facility Agreement, as
amended, modified, restated, or supplemented from time to time.

      "Applicable Facility Fee Percentage" shall mean 0.625%, provided that if
the Company fails to deliver its financial statements for any preceding Fiscal
Quarter pursuant to Section 6.07 of the Credit Agreement (as incorporated
herein) prior to the 60th day of the then-current Fiscal Quarter, the Applicable
Facility Fee Percentage shall be 1.250% until such financial statements are
delivered.

      "Assignment and Acceptance" shall mean an assignment and acceptance
entered into by a Lender and an Eligible Assignee in accordance with the terms
of this Agreement and substantially in the form of Exhibit F.

      "Base Rate" shall mean the higher of (with any change in the Base Rate to
be effective as of the date of change of either of the following rates):
<PAGE>
            (a) the rate of interest then most recently established by the
            Administrative Agent in New York from time to time to be its base
            rate for Dollars loaned in the United States, as in effect from time
            to time, and

            (b) the Federal Funds Rate, as in effect from time to time, plus
            one-half of one percent (0.50%) per annum.

The Administrative Agent's base rate is a reference rate and does not
necessarily represent the lowest or best rate charged to customers; the
Administrative Agent may make commercial loans or other loans at rates of
interest at, above or below the Administrative Agent's base rate.

      "Base Rate Margin" shall mean (a) prior to the Rate Lock Date, 2.500% and
(b) from and after the Rate Lock Date, the percentage determined from time to
time according to the Pricing Schedule based on the Company's ratio of Funded
Debt to Consolidated EBITDA as of the end of each Fiscal Quarter, with any
change to the Base Rate Margin to be immediately effective on the 60th day of
the next Fiscal Quarter thereafter, provided that if the Company fails to
deliver its financial statements for any preceding Fiscal Quarter pursuant to
Section 6.07 of the Credit Agreement (as incorporated herein) prior to the 60th
day of the then-current Fiscal Quarter, the Base Rate Margin shall be 2.750%
until such financial statements are delivered.

      "Cash Collateral Account" shall mean the cash collateral account
maintained by the Administrative Agent pursuant to the Cash Collateral
Agreement.

      "Cash Collateral Agreement" shall mean the Cash Collateral Agreement,
dated as of even date herewith, among the Company, the Administrative Agent (for
the benefit of the Lenders) and The Bank of Nova Scotia Trust Company of New
York, as securities intermediary, substantially the form attached hereto as
Exhibit E, as the same may be amended, restated or supplemented from time to
time.

      "Collateral" shall have the meaning provided in the Cash Collateral
Agreement.

      "Commitment" shall mean the Issuer's obligation to issue, and the other
Lenders' obligation to risk participate in, Letters of Credit pursuant to
Section 2.01.

      "Commitment Amount" shall mean, on any date, $35,690,411, as such amount
may be reduced from time to time pursuant to Section 3.03, or any amendment
thereof pursuant to Section 9.02.

      "Commitment Termination Event" shall mean (a) the occurrence of any Event
of Default with respect to the Company described in Section 8.07 of the Credit
Agreement (as incorporated herein); (b) any termination of the Revolving Loan
Commitments (as defined in the Credit Agreement); or (c) the occurrence and
continuance of any other Event of Default and the giving of notice by the
Administrative Agent, acting at the direction of the Required Lenders, to the
Company that the Commitments have been terminated.

      "Compliance Certificate" shall mean a certificate substantially in the
form of Exhibit D attached hereto.


                                       2
<PAGE>
      "Company" shall have the meaning set forth in the preamble.

      "Credit Agreement" shall mean the $210,000,000 First Amended and Restated
Credit Agreement dated as of January 8, 2004 among Company, certain banks and
lending institutions and Scotia Capital, as administrative agent. Except as
otherwise expressly set forth herein, all references herein to the Credit
Agreement shall only refer to such agreement as of the date hereof, and no
amendment, waiver or modification thereto shall be effective with respect to
this Agreement unless the Required Lenders, Super-Majority Lenders or all the
Lenders, as required by Section 9.02, have actually consented in writing to any
subsequent modification or amendment to the Credit Agreement and such writing
specifically refers to this Agreement. In the event the Credit Agreement expires
or is terminated during the term of this Agreement, then notwithstanding such
expiration or termination, all references herein to the Credit Agreement shall
mean such agreement as of the date hereof, unless the Required Lenders,
Super-Majority Lenders or all the Lenders, as required by Section 9.02, have
actually consented in writing to any subsequent modification or amendment to the
Credit Agreement.

      "Credit Documents" shall mean, collectively, this Agreement, the Letters
of Credit, the Cash Collateral Agreement and each other relevant agreement,
document or instrument delivered in connection therewith; provided, that "Credit
Documents" shall not include the Credit Agreement or the term "Credit Documents"
as defined in the Credit Agreement.

      "Default" shall mean any condition, occurrence or event which, with notice
or lapse of time or both, would constitute an Event of Default.

      "Disbursement Date" shall have the meaning set forth in Section 2.03(a).

      "Dollar" and "U.S. Dollar" and the sign "$" shall mean lawful money of the
United States of America.

      "Effective Date" shall have the meaning provided in Article IV.

      "Event of Default" shall have the meaning provided in Article VII.

      "Existing Letters of Credit" shall mean certain "Letters of Credit" issued
under (and as such term is defined in) the Existing Loan Agreement and
outstanding on the Effective Date, as more fully described on Schedule 1.02.

      "Existing Loan Agreement" shall mean the $225,000,000 Five-Year Credit
Agreement dated as of November 5, 1999 among the Company, certain banks and
lending institutions and Scotia Capital, as administrative agent, as amended
through the Eighth Amendment thereto dated as of December 19, 2003.

      "Facility Fee" shall have the meaning set forth in Section 3.02(a).

      "Federal Funds Rate" shall mean for any period, a fluctuating interest
rate per annum equal for each day during such period to the weighted average of
the rates on overnight Federal funds transactions with member banks of the
Federal Reserve System arranged by Federal funds brokers, as published for such
day (or, if such day is not a Business Day, for the next preceding


                                       3
<PAGE>
Business Day) by the Federal Reserve Bank of New York, or, if such rate is not
so published for any day which is a Business Day, the average of the quotations
for such day on such transactions received by the Administrative Agent from
three Federal funds brokers of recognized standing selected by the
Administrative Agent.

      "Incorporated Covenants" shall have the meaning provided in Article VI.

      "Incorporated Events of Default" shall have the meaning provided in
Article VII.

      "Incorporated Representations" shall have the meaning provided in Article
V.

      "Issuer" shall mean Scotia Capital, in its individual capacity hereunder
(and not in its capacity as the Administrative Agent). At the request of Scotia
Capital, another Lender consented to by the Company (such consent not to be
unreasonably withheld) may become a successor Issuer.

      "L/C Advances" shall have the meaning set forth in Section 2.04(b).

      "Lender" or "Lenders" shall mean Scotia Capital, the other banks and
lending institutions listed on the signature pages hereof, and each assignee
thereof, if any, pursuant to Section 9.06(c).

      "Lending Office" shall mean for each Lender the office such Lender may
designate in writing from time to time to the Company and the Administrative
Agent with respect to L/C Advances.

      "Letters of Credit" shall mean the financial and commercial/trade letters
of credit issued or deemed to have been issued pursuant to Article II hereof by
the Issuer for the account of the Company pursuant to the Commitments. The term
"Letters of Credit" includes each Existing Letter of Credit.

      "Letter of Credit Outstandings" shall mean, with respect to all Letters of
Credit, as at any date of determination, the sum of (a) the maximum aggregate
amount which at such date of determination is available to be drawn by the
beneficiaries thereof (assuming the conditions for drawing thereunder have been
met) under all Letters of Credit then outstanding, plus (b) the aggregate amount
of all unpaid and outstanding Reimbursement Obligations.

      "Materially Adverse Effect" shall mean any materially adverse change in
(i) the business, results of operations, financial condition, assets or
prospects of the Consolidated Companies, taken as a whole, (ii) the ability of
the Company to perform its obligations under this Agreement, (iii) the
perfection or priority of the Liens granted in favor of the Administrative Agent
pursuant to the Cash Collateral Agreement, or (iv) the rights and remedies of
the Administrative Agent, the Issuer or any Lender under the Credit Documents.

      "Notice of Outstanding Letters of Credit" shall mean a notification of
outstanding letters of credit by the Company pursuant to Section 3.01
substantially in the form of Exhibit B.


                                       4
<PAGE>
      "Obligations" shall mean all obligations (monetary or otherwise) of the
Company arising under or in connection with this Agreement or any other Credit
Document, including, without limitation, all Letter of Credit Outstandings,
Reimbursement Obligations, L/C Advances, fees, expenses, indemnification
payments, indebtedness, liabilities and obligations of the Company, direct or
indirect, absolute or contingent, liquidated or unliquidated, now existing or
hereafter arising, together with all renewals, extensions, modifications or
refinancings thereof.

      "Payment Office" shall mean the office specified as the "Payment Office"
for the Administrative Agent on Schedule 9.01, or such other location as to
which the Administrative Agent shall have given written notice to the Company
and the Lenders.

      "Percentage" shall mean, relative to any Lender, the applicable percentage
set forth opposite its name on Schedule 1 hereto or set forth in an Assignment
and Acceptance, as such percentage may be adjusted from time to time pursuant to
Assignment and Acceptances executed by such Lender and Eligible Assignees and
delivered pursuant to Section 9.06.

      "Pricing Schedule" is set forth on Schedule 1.01.

      "Rate Lock Date" shall mean March 31, 2004.

      "Reimbursement Obligation" shall have the meaning set forth in Section
2.03(a).

      "Required Lenders" shall mean at any time, Lenders owed or holding (a) if
the Commitments shall not have been terminated, more than 50% of the aggregate
of all Letter of Credit Outstandings and unfunded Commitments on such date or
(b) if the Commitments shall have been terminated, more than 50% of all L/C
Advances then outstanding.

      "Scotia Capital" shall have the meaning set forth in the preamble.

      "Stated Maturity Date" means the fifth anniversary of the Effective Date.

      "Taxes" shall mean any present or future taxes, levies, imposts, duties,
fees, assessments, deductions, withholdings or other charges of whatever nature,
including without limitation, income, receipts, excise, property, sales,
transfer, license, payroll, withholding, social security and franchise taxes now
or hereafter imposed or levied by the United States, or any state, local or
foreign government or by any department, agency or other political subdivision
or taxing authority thereof or therein and all interest, penalties, additions to
tax and similar liabilities with respect thereto.

      "Termination Date" shall mean the earliest of (a) the fifth anniversary of
the Effective Date; (b) the date on which the Commitment Amount is terminated in
full or reduced to zero pursuant to the terms of this Agreement; and (c) the
date on which any Commitment Termination Event occurs. Upon the occurrence of
any of the foregoing, the Commitments shall terminate automatically and without
any further action.

      "United States" or "U.S." shall mean the United States of America, its
fifty states and the District of Columbia and any other political subdivision
thereof.


                                       5
<PAGE>
            Section 1.02. ACCOUNTING TERMS AND DETERMINATION. Unless otherwise
defined or specified herein, all accounting terms shall be construed herein, all
accounting determinations hereunder shall be made, all financial statements
required to be delivered hereunder shall be prepared, and all financial records
shall be maintained in accordance with, GAAP, except that financial records of
Foreign Subsidiaries may be maintained in accordance with generally accepted
accounting principles in effect from time to time in the jurisdiction of
organization of such Foreign Subsidiary; provided, however, that compliance with
the financial covenants and calculations set forth in Section 6.08, Article VII,
and elsewhere in the Credit Agreement (as incorporated herein by reference), and
in the definitions used in such covenants and calculations, shall be calculated,
made and applied in accordance with GAAP and such generally accepted accounting
principles in such foreign jurisdictions, as the case may be, as in effect on
the date of this Agreement applied on a basis consistent with the preparation of
the financial statements referred to in Section 5.14 of the Credit Agreement (as
incorporated herein by reference) unless and until the Company and the Required
Lenders enter into an agreement with respect thereto in accordance with Section
9.13.

            Section 1.03. OTHER DEFINITIONAL TERMS. Capitalized terms not
otherwise defined herein shall have the respective meanings assigned thereto in
the Credit Agreement. The words "hereof", "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and Article,
Section, Schedule, Exhibit and like references are to this Agreement unless
otherwise specified. Any of the terms defined in Section 1.01 may, unless the
context otherwise requires, be used in the singular or the plural depending on
the reference.

            Section 1.04. EXHIBITS AND SCHEDULES. All Exhibits and Schedules
attached hereto are by reference made a part hereof.

                                   ARTICLE II.

                                LETTERS OF CREDIT

            Section 2.01. LETTERS OF CREDIT. Subject to, and upon the terms and
conditions set forth herein, the Company may request, in accordance with the
provisions of this Section 2.01 and Section 2.02 and the other terms of this
Agreement, that on and after the Effective Date but prior to the Termination
Date, the Issuer issue a Letter or Letters of Credit for the account of the
Company in support of the general corporate purposes of the Company and its
Subsidiaries, provided that the application for such Letters of Credit issued by
the Issuer shall be in the form substantially identical to Exhibit A attached
hereto, provided further that (i) no Letter of Credit shall have an expiration
date that is later than one year after the date of issuance thereof (provided
that a Letter of Credit may provide that it is extendible for consecutive one
year periods); (ii) in no event shall any Letter of Credit issued by the Issuer
have an expiration date (or be extended so that it will expire) later than the
Stated Maturity Date; and (iii) the Company shall not request that the Issuer
issue any Letter of Credit, if, after giving effect to such issuance, the sum of
the aggregate Letter of Credit Outstandings would exceed the lesser of (x) the
Commitment Amount and (y) the amount then on deposit in the Cash Collateral
Account (which shall have been funded on the Effective Date with the proceeds of
borrowings under the Credit Agreement).


                                       6
<PAGE>
            Section 2.02. NOTICE OF ISSUANCE OF LETTER OF CREDIT; AGREEMENT TO
ISSUE.

            (a) Whenever the Company desires the issuance of a Letter of Credit
(other than the Existing Letters of Credit), it shall, in addition to any
application and documentation procedures required by the Issuer for the issuance
of such Letter of Credit, deliver to the Administrative Agent and the Issuer a
written notice no later than 11:00 AM (Atlanta, Georgia time) at least five (5)
days in advance of the proposed date of issuance and the Administrative Agent
shall promptly forward a copy of such notice to each of the Lenders. Each such
notice shall specify (i) the proposed date of issuance (which shall be a
Business Day); (ii) the face amount of the Letter of Credit (which shall be
denominated in Dollars); (iii) the expiration date of the Letter of Credit; and
(iv) the name and address of the beneficiary with respect to such Letter of
Credit and shall attach a precise description of the documentation and a
verbatim text of any certificate to be presented by the beneficiary of such
Letter of Credit which would require the Issuer to make payment under the Letter
of Credit, provided that the Issuer may require changes in any such documents
and certificates in accordance with its customary letter of credit practices,
and provided further, that no Letter of Credit shall require payment against a
conforming draft to be made thereunder on the same Business Day that such draft
is presented if such presentation is made after 11:00 AM (Atlanta, Georgia
time). In determining whether to pay any draft under any Letter of Credit, the
Issuer shall be responsible only to determine that the documents and certificate
required to be delivered under its Letter of Credit have been delivered, and
that they comply on their face with the requirements of the Letter of Credit.
The Issuer shall promptly notify the Administrative Agent upon the issuance of a
Letter of Credit. Promptly after receiving the notice of issuance of a Letter of
Credit, the Administrative Agent shall notify each Lender of such Lender's
respective participation therein, determined in accordance with its respective
Percentage of the Commitment Amount.

            (b) The Issuer agrees, subject to the terms and conditions set forth
in this Agreement, to issue for the account of the Company a Letter of Credit in
a face amount equal to the face amount requested under paragraph (a) above,
following its receipt of a notice required by Section 2.01(a). Immediately upon
the issuance of each Letter of Credit (or, in the case of any Existing Letter of
Credit, on the Effective Date), each Lender shall be deemed to, and hereby
agrees to, have irrevocably purchased from the Issuer a participation in such
Letter of Credit and any drawing thereunder in an amount equal to such Lender's
Percentage of the Commitment Amount multiplied by the face amount of such Letter
of Credit. Upon issuance and amendment or extension of any Letter of Credit the
Issuer shall provide to the Administrative Agent, and the Administrative Agent
shall, if requested by any Lender, then provide to each such Lender, a copy of
each such Letter of Credit issued, amended or extended hereunder.

            Section 2.03. PAYMENT OF AMOUNTS DRAWN UNDER LETTERS OF CREDIT.

            (a) In the event of any request for a drawing under any Letter of
Credit by the beneficiary thereof, the Issuer shall notify the Company, the
Administrative Agent and the Lenders on or before the date on which the Issuer
intends to honor such drawing, and the Company shall reimburse the Issuer on the
day on which such drawing is honored (the "Disbursement Date") in an amount, in
same day funds, equal to the amount of such drawing (a "Reimbursement
Obligation"). To the extent a Reimbursement Obligation is not paid in full to
the Issuer by the Company on the Disbursement Date, such Reimbursement
Obligation shall


                                       7
<PAGE>
accrue interest at the Base Rate plus the Base Rate Margin for two Business Days
and thereafter (but only to the extent permitted by law, interest (after as well
as before judgment)) at a rate per annum equal to the Base Rate plus the Base
Rate Margin plus an additional margin of 2%.

            (b) Notwithstanding any provision of this Agreement to the contrary,
to the extent that any Letter of Credit or portion thereof remains outstanding
on the Termination Date, for any reason whatsoever, the parties hereto hereby
agree that the beneficiary or beneficiaries thereof shall be deemed to have made
a drawing of all available amounts pursuant to such Letters of Credit in excess
of the balance in the Cash Collateral Account on the Termination Date which
amount shall be paid by the Company to and held by the Administrative Agent as
cash collateral subject to the terms set forth in the Cash Collateral Agreement
for its remaining obligations pursuant to such Letters of Credit.

            (c) As between the Company and the Issuer, the Company assumes all
risk of the acts and omissions of, or misuse of, the Letters of Credit issued by
the Issuer, by the respective beneficiaries of such Letters of Credit, other
than losses resulting from the gross negligence and willful misconduct of the
Issuer. In furtherance and not in limitation of the foregoing but subject to the
exception for the Issuer's gross negligence or willful misconduct set forth
above, the Issuer shall not be responsible (i) for the form, validity,
sufficiency, accuracy, genuineness or legal effect of any document submitted by
any party in connection with the application for and issuance of such Letters of
Credit, even if it should in fact prove to be in any or all respects
insufficient, inaccurate, fraudulent or forged or otherwise invalid; (ii) for
the validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign any such Letter of Credit or the rights or
benefits thereunder or proceeds thereof in whole or in part which may prove to
be invalid or ineffective for any reason; (iii) for failure of the beneficiary
of any such Letter of Credit to comply fully with the conditions required in
order to draw upon such Letter of Credit; (iv) for errors, omissions,
interruptions or delays in transmission or delivery of any messages, by mail,
cable, telegraph, telex, telecopy or otherwise; (v) for good faith errors in
interpretation of technical terms; (vi) for any loss or delay in the
transmission or otherwise of any document required in order to make a drawing
under any such Letter of Credit or the proceeds thereof; (vii) for the
misapplication by the beneficiary of any such Letter of Credit; and (viii) for
any consequences arising from causes beyond the control of the Issuer.

            Section 2.04. PAYMENT BY LENDERS.

            (a) In the event that the Company shall fail to reimburse the Issuer
as provided in Section 2.03, or if the Issuer must for any reason return or
disgorge such reimbursement from the Company, the Issuer shall promptly notify
each Lender and the Administrative Agent of the unreimbursed amount of such
drawing and of such Lender's respective participation therein.

            (b) Each Lender (including the Issuer) shall fund the unreimbursed
amount of all Reimbursement Obligations by making advances in an amount equal to
its Percentage of the unreimbursed amount of the Reimbursement Obligations ("L/C
Advances") that are payable on demand and shall be Obligations hereunder,
bearing interest by reference to the Base Rate plus the Base Rate Margin plus an
additional margin of 2%.


                                       8
<PAGE>
            (c) Each Lender's L/C Advance shall be made available to the Issuer
in Dollars and in immediately available funds, at the office of the Issuer
specified in a notice provided pursuant to Section 2.04(a) not later than 1:00
PM (Atlanta, Georgia time) on the Business Day after the date notified by the
Issuer. Each Lender's obligation to make such L/C Advance pursuant to this
Section 2.04 shall be absolute and unconditional and shall not be affected by
any circumstance, including (i) any set-off, counterclaim, recoupment, defense
or other right which such Lender may have against the Issuer, the Company or any
Person for any reason whatsoever; (ii) the occurrence or continuance of any
Default; (iii) any adverse change in the condition (financial or otherwise) of
the Company; (iv) the acceleration or maturity of any Obligations or the
termination of any Commitment after the issuance of any Letter of Credit; (v)
any breach of any Credit Document by any Person; or (vi) any other circumstance,
happening or event whatsoever, whether or not similar to any of the foregoing.
In the event that any such Lender fails to make available to the Issuer the
required L/C Advance, the Issuer shall be entitled to recover such amount on
demand from such Lender together with interest at the Federal Funds Rate. The
Issuer shall distribute to each Lender which has paid all amounts payable under
this Section with respect to any Letter of Credit, such Lender's Percentage of
all payments received by the Issuer from the Company in reimbursement of
drawings honored by the Issuer under such Letter of Credit when such payments
are received.

            (d) Each Lender's obligation to make L/C Advances in the amount of
its Percentage of any unreimbursed amounts of Reimbursement Obligations is
several, and not joint or joint and several.

            Section 2.05. CASH COLLATERAL. At any time when a Reimbursement
Obligation becomes due and payable, the Administrative Agent will be entitled to
draw amounts from the Cash Collateral Account to satisfy such Reimbursement
Obligation if not otherwise reimbursed by the Company pursuant to Section 2.03.

            Section 2.06. LETTER OF CREDIT OBLIGATIONS ABSOLUTE. The obligation
of the Company to reimburse the Issuer for drawings made under Letters of Credit
issued for the account of the Company and the Lenders' obligation to honor their
participations purchased therein shall be unconditional and irrevocable and
shall be paid strictly in accordance with the terms of this Agreement under all
circumstances, including without limitation, the following circumstances:

            (a) Any lack of validity or enforceability of any Letter of Credit
or any document submitted by any party in connection with the application for
and issuance of a Letter of Credit, even if it should in fact prove to be in any
or all respects invalid, insufficient, inaccurate, fraudulent or forged;

            (b) The form, validity, sufficiency, accuracy, genuineness or legal
effect of any instrument transferring or assigning or purporting to transfer or
assign a Letter of Credit or the rights or benefits thereunder or the proceeds
thereof in whole or in part, which may prove to be invalid or ineffective for
any reason;

            (c) The existence of any claim, set-off, defense or other right
which the Company or any Subsidiary or Affiliate of the Company may have at any
time against a


                                       9
<PAGE>
beneficiary or any transferee of any Letter of Credit (or any Persons or
entities for whom any such beneficiary or transferee may be acting), any Lender
or any other Person, whether in connection with this Agreement, the transactions
contemplated herein or any unrelated transaction (including without limitation
any underlying transaction between the Company or any of its Subsidiaries and
Affiliates and the beneficiary for which such Letter of Credit was procured);
provided that nothing in this Section 2.06 shall affect the right of the Company
to seek relief against any beneficiary, transferee, Lender or any other Person
in any action or proceeding or to bring a counterclaim in any suit involving
such Persons;

            (d) Any draft, demand, certificate or any other document presented
under any Letter of Credit proving to be forged, fraudulent or invalid in any
respect or any statement therein being untrue or inaccurate in any respect;

            (e) Payment by the Issuer under any Letter of Credit against
presentation of a demand, draft or certificate or other document which does not
comply with the terms of such Letter of Credit;

            (f) Errors, omissions, interruptions or delays in transmission or
delivery of any messages, by mail, cable, telegraph, telex or otherwise;

            (g) Any loss or delay in the transmission or otherwise of any
document or draft required in order to make a payment under a Letter of Credit;

            (h) Any other circumstance or happening whatsoever which is similar
to any of the foregoing; or

            (i) the fact that a Default or an Event of Default shall have
occurred and be continuing.

Nothing in this Section 2.06 shall prevent an action against the Issuer for its
gross negligence or willful misconduct in honoring drafts under the Letters of
Credit.

      Section 2.07. EXISTING LETTERS OF CREDIT. On the Effective Date, the
Existing Letters of Credit shall be deemed for all purposes to be Letters of
Credit outstanding under this Agreement and entitled to the benefits of this
Agreement and the other Credit Documents, and shall be governed by the
applications and agreements pertaining thereto and by this Agreement. Each
Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to,
purchase from the Issuer on the Effective Date a participation in each such
Letter of Credit and each drawing thereunder in an amount equal to the product
of (i) such Lender's Percentage times (ii) the maximum amount available to be
drawn under such Letter of Credit and the amount of such drawing, respectively.
The Existing Letters of Credit shall be deemed to utilize pro rata the
Commitment of each Lender.


                                       10
<PAGE>
                                  ARTICLE III.

                         GENERAL LETTER OF CREDIT TERMS

            Section 3.01. NOTICES OF OUTSTANDING LETTERS OF CREDIT. The Company
shall give the Administrative Agent a duly completed Notice of Outstanding
Letters of Credit in the form of Exhibit B attached hereto prior to 11:00 AM
(Atlanta, Georgia time) at its Payment Office on the Effective Date. If the
Notice of Outstanding Letters of Credit does not conform substantially to the
format of Exhibit B, it may be rejected in the Administrative Agent's sole
discretion, and the Administrative Agent shall notify the Company of such
rejection by telecopy not later than 12:00 noon (Atlanta, Georgia time) on the
date of receipt. The Notice of Outstanding Letters of Credit shall be
irrevocable and shall specify the aggregate face amount of "Letters of Credit"
outstanding under the Existing Loan Agreement that shall remain outstanding as
Letters of Credit hereunder.

            Section 3.02. FEES. The Company agrees to pay the fees set forth in
this Section 3.02. All such fees shall be non-refundable.

      (a) Facility Fee. The Company shall pay to the Administrative Agent, for
      the account of and distribution of the respective Percentage to each
      Lender, a facility fee (the "Facility Fee") for the period (including any
      portion thereof when any of its Commitments are suspended by reason of the
      Company's inability to satisfy any condition of Article IV) commencing on
      the Effective Date to and including the Termination Date, computed at a
      rate equal to the Applicable Facility Fee Percentage per annum multiplied
      by the average daily aggregate Commitments of the Lenders, such fee being
      payable quarterly in arrears on or before the date which is five days
      following the last day of each Fiscal Quarter of the Company and on the
      Termination Date.

            (b) Letter of Credit Fronting Fee; Additional Charges. The Company
      agrees to pay to the Issuer, for its own account, a letter of credit
      fronting fee in an amount equal to 0.125% per annum on the stated amount
      of each Letter of Credit, such fee to be payable by the Company quarterly,
      in arrears, on or before the date which is five days following the last
      day of each Fiscal Quarter of the Company, and on the Termination Date.
      The Company further agrees to pay to the Issuer the standard charges of
      such Issuer in connection with the issuance, maintenance, modification (if
      any) and administration of each Letter of Credit issued by the Issuer upon
      demand from time to time.

            Section 3.03. REDUCTION OF COMMITMENT AMOUNT.

            (a) The Company may, from time to time on any Business Day
voluntarily reduce the Commitment Amount; provided, however, that all such
reductions shall require at least three Business Days' prior notice to the
Administrative Agent and be permanent reductions of the Commitment Amount, and
any partial reduction of the Commitment Amount shall be in a minimum amount of
$1,000,000 and in an integral multiple of $500,000.


                                       11
<PAGE>
            (b) To the extent that at any time the aggregate amount of the
Letter of Credit Outstandings exceeds the Commitment Amount in effect at such
time or the amount then on deposit in the Cash Collateral Account, the Company
shall immediately deposit with the Administrative Agent in the Cash Collateral
Account additional cash collateral in an amount equal to such excess (or, as
applicable, the greater of such excesses).

            Section 3.04. INTEREST PROVISIONS. Interest shall be payable in
accordance with this Section 3.04.

            (a) Post-Maturity Rate. After the date any monetary Obligation of
the Company shall have become due and payable, the Company shall pay, but only
to the extent permitted by law, interest (after as well as before judgment) on
such amounts at a rate per annum equal to the Base Rate plus the Base Rate
Margin plus an additional margin of 2%.

            (b) Payment Dates. Interest accrued on monetary Obligations arising
under this Agreement or any other Credit Document after the date such amount is
due and payable shall be payable upon demand

            Section 3.05. PAYMENTS, COMPUTATIONS, TAXES.

            (a) Except as otherwise specifically provided herein, all payments
under this Agreement and the other Credit Documents shall be made without
defense, set-off or counterclaim to the Issuer or the Administrative Agent (as
applicable) not later than 1:00 PM (Atlanta, Georgia time) on the date when due
and shall be made in Dollars in immediately available funds at its Payment
Office. Funds received after that time shall be deemed to have been received by
the Issuer or Administrative Agent (as applicable) on the next succeeding
Business Day.

            (b)   (i) All such payments shall be made free and clear of and
without set-off, deduction or withholding for any Taxes in respect of this
Agreement or other Credit Documents, or any payments of principal, interest,
fees or other amounts payable hereunder or thereunder (but excluding, except as
provided in paragraph (iii) hereof, any Taxes imposed on the overall net income
of any Lender pursuant to the laws of the jurisdiction in which the principal
executive office or appropriate Lending Office of such Lender is located). If
any Taxes are so levied or imposed, the Company agrees (A) to pay the full
amount of such Taxes, and such additional amounts as may be necessary so that
every net payment of all amounts due hereunder and under the Credit Documents,
after withholding or deduction for or on account of any such Taxes (including
additional sums payable under this Section 3.05), will not be less than the full
amount provided for herein had no such deduction or withholding been required,
(B) to make such withholding or deduction and (C) to pay the full amount
deducted to the relevant authority in accordance with applicable law. The
Company will furnish to the Administrative Agent and each Lender, within 30 days
after the date the payment of any Taxes is due pursuant to applicable law,
certified copies of tax receipts evidencing such payment by the Company. The
Company will indemnify and hold harmless the Administrative Agent, the Issuer
and each Lender and reimburse the Administrative Agent, the Issuer and each
Lender upon written request for the amount of any Taxes so levied or imposed and
paid by the Administrative Agent, the Issuer or such Lender and any liability
(including penalties, interest and expenses) arising


                                       12
<PAGE>
therefrom or with respect thereto, whether or not such Taxes were correctly or
illegally asserted. A certificate as to the amount of such payment by such
Lender, the Issuer or the Administrative Agent, absent manifest error, shall be
final, conclusive and binding for all purposes.

                  (ii) Each Lender that is organized under the laws of any
jurisdiction other than the United States of America or any State thereof
(including the District of Columbia) agrees to furnish to the Company and the
Administrative Agent, prior to the time it becomes a Lender hereunder, two
copies of either U.S. Internal Revenue Service Form W-8BEN or U.S. Internal
Revenue Service Form W-8ECI or any successor forms thereto (wherein such Lender
claims entitlement to complete exemption from or reduced rate of U.S. Federal
withholding tax on interest paid by the Company hereunder) and to provide to the
Company and the Administrative Agent a new Form W-8BEN or Form W-8ECI or any
successor forms thereto if any previously delivered form is found to be
incomplete or incorrect in any material respect or upon the obsolescence of any
previously delivered form; provided, however, that no Lender shall be required
to furnish a form under this paragraph (ii) if it is not entitled to claim an
exemption from or a reduced rate of withholding under applicable law. A Lender
that is not entitled to claim an exemption from or a reduced rate of withholding
under applicable law, promptly upon written request of the Company, shall so
inform the Company in writing.

                  (iii) The Company shall also reimburse the Administrative
Agent, the Issuer and each Lender, upon written request, for any Taxes imposed
(including, without limitation, Taxes imposed on the overall net income of the
Administrative Agent, the Issuer or such Lender or its applicable Lending Office
pursuant to the laws of the jurisdiction in which the principal executive office
or the applicable Lending Office of the Administrative Agent, the Issuer or such
Lender is located) as the Administrative Agent, the Issuer or such Lender shall
determine are payable by the Administrative Agent, the Issuer or such Lender in
respect of amounts paid by or on behalf of the Company to or on behalf of the
Administrative Agent, the Issuer or such Lender pursuant to paragraph (i)
hereof.

            (c) Whenever any payment to be made hereunder shall be stated to be
due on a day which is not a Business Day, the due date thereof shall be extended
to the next succeeding Business Day and, with respect to payments of principal,
interest thereon shall be payable at the applicable rate during such extension.

            (d) All computations of interest and fees shall be made on the basis
of a year of 360 days for the actual number of days (including the first day but
excluding the last day) occurring in the period for which such interest or fees
are payable (to the extent computed on the basis of days elapsed), except that
interest on L/C Advances shall be computed on the basis of a year of 365/366
days for the actual number of days. Interest on L/C Advances shall be calculated
based on the Base Rate from and including the date of such L/C Advance to but
excluding the date of the repayment or conversion thereof. Each determination by
the Administrative Agent of an interest rate or fee hereunder shall be made in
good faith and, except for manifest error, shall be final, conclusive and
binding for all purposes.

            (e) Payment by the Company to the Administrative Agent in accordance
with the terms of this Agreement shall, as to the Company, constitute payment to
the Lenders under this Agreement.


                                       13
<PAGE>
            Section 3.06. ILLEGALITY. Notwithstanding any other provision
contained in this Agreement, the Issuer shall not be obligated to issue any
Letter of Credit, nor shall any Lender be obligated to purchase its
participation in any Letter of Credit to be issued hereunder, if the issuance of
such Letter of Credit or purchase of such participation shall have become
unlawful or prohibited by compliance by the Issuer or such Lender in good faith
with any applicable law, governmental rule, regulation, guideline or order
(whether or not having the force of law and whether or not failure to comply
therewith would be unlawful); provided that in the case of the obligation of a
Lender to purchase such participation, such Lender shall have notified the
Issuer to such effect at least three (3) Business Days' prior to the issuance
thereof by the Issuer, which notice shall relieve the Issuer of its obligation
to issue such Letter of Credit pursuant to Section 2.01 and Section 2.02 hereof.

            Section 3.07. INCREASED COSTS.

            (a) If, by reason of (x) after the date hereof, the introduction of
or any change (including, without limitation, any change by way of imposition or
increase of reserve requirements) in or in the interpretation of any law or
regulation, or (y) the compliance with any directive, guideline or request from
any central bank or other governmental authority or quasi-governmental authority
exercising control over banks or financial institutions generally (whether or
not having the force of law):

                  (1) any Lender (or its applicable Lending Office) shall be
      subject to any tax, duty or other charge with respect to its Letter of
      Credit Outstandings or its obligation to issue or participate in Letters
      of Credit, or the basis of taxation of payments to any Lender with respect
      to its obligation to issue or participate in Letters of Credit shall have
      changed (except for changes in the tax on the overall net income of such
      Lender or its applicable Lending Office imposed by the jurisdiction in
      which such Lender's principal executive office or applicable Lending
      Office is located); or

                  (2) any reserve (including, without limitation, any imposed by
      the Board of Governors of the Federal Reserve System), special deposit or
      similar requirement against assets of, deposits with or for the account
      of, or credit extended by, any Lender's applicable Lending Office shall be
      imposed or deemed applicable or any other condition affecting its Letter
      of Credit Outstandings or its obligation to make or participate in Letters
      of Credit shall be imposed on any Lender or its applicable Lending Office;

and as a result thereof there shall be any increase in the cost to such Lender
of agreeing to make or making, funding, participating in or maintaining Letters
of Credit, or there shall be a reduction in the amount received or receivable by
such Lender or its applicable Lending Office, or

            (b) in the event that any Lender shall have determined that any law,
      treaty, governmental (or quasi-governmental) rule, regulation, guideline
      or order regarding capital adequacy not currently in effect or fully
      applicable as of the Effective Date, or any change therein or in the
      interpretation or application thereof after the Effective Date, or
      compliance by such Lender with any request or directive regarding capital
      adequacy not currently in effect or fully applicable as of the Effective
      Date (whether or not having the


                                       14
<PAGE>
      force of law and whether or not failure to comply therewith would be
      unlawful) from a central bank or governmental authority or body having
      jurisdiction, does or shall have the effect of reducing the rate of return
      on such Lender's capital as a consequence of its obligations hereunder to
      a level below that which such Lender could have achieved but for such law,
      treaty, rule, regulation, guideline or order, or such change or compliance
      (taking into consideration such Lender's policies with respect to capital
      adequacy) by an amount deemed by such Lender to be material,

then, in the case of (a) or (b) above, upon written notice from and demand by
such Lender on the Company (with a copy of such notice and demand to the
Administrative Agent), the Company shall from time to time (subject, in the case
of certain Taxes, to the applicable provisions of Section 3.05(b)) pay to the
Administrative Agent for the account of such Lender within five Business Days
after the date of such notice and demand, additional amounts sufficient to
indemnify such Lender against such increased cost or reduced yield. A
certificate as to the amount of such increased cost or reduced yield submitted
to the Company and the Administrative Agent by such Lender in good faith and
accompanied by a statement prepared by such Lender describing in reasonable
detail the basis for and calculation of such increased cost, shall, except for
manifest error, be final, conclusive and binding for all purposes.

            Section 3.08. LENDING OFFICES. If any Lender that is organized under
the laws of any jurisdiction other than the United States of America or any
State thereof (including the District of Columbia) issues a public announcement
with respect to the closing of its lending offices in the United States such
that any withholdings or deductions and additional payments with respect to
Taxes may be required to be made by the Company thereafter pursuant to Section
3.05(b), such Lender shall use reasonable efforts to furnish the Company notice
thereof as soon as practicable thereafter; provided, however, that no delay or
failure to furnish such notice shall in any event release or discharge the
Company from its obligations to such Lender pursuant to Section 3.05(b) or
otherwise result in any liability of such Lender.

            Section 3.09. APPORTIONMENT OF PAYMENTS. Aggregate principal and
interest payments in respect of L/C Advances and payments in respect of Facility
Fees shall be apportioned among all outstanding Commitments and L/C Advances to
which such payments relate, proportionately to the Lenders' respective pro rata
portions of such Commitments and outstanding L/C Advances. The Issuer (or the
Administrative Agent, as applicable) shall promptly distribute to each Lender at
its Payment Office set forth beside its name on Schedule 9.01 or such other
address as any Lender may request its share of all such payments received by the
Issuer (or the Administrative Agent, as applicable).

            Section 3.10. SHARING OF PAYMENTS, ETC. If any Lender shall obtain
any payment or reduction (including, without limitation, any amounts received as
adequate protection of a deposit treated as cash collateral under the Bankruptcy
Code) on account of any Letter of Credit (whether voluntary, involuntary,
through the exercise of any right of set-off, or otherwise) in excess of its pro
rata portion of payments or reductions on account of such obligations obtained
by all the Lenders, such Lender shall purchase from the other Lenders such
participations in Letters of Credit as shall be necessary to cause such
purchasing Lender to share the excess payment or other recovery ratably (to the
extent such other Lenders were entitled to receive a portion of such payment or
recovery) with each of them; provided, however, that if all


                                       15
<PAGE>
or any portion of the excess payment or other recovery is thereafter recovered
from such purchasing Lender, the purchase shall be rescinded and each Lender
which has sold a participation to the purchasing Lender shall repay to the
purchasing Lender the purchase price to the ratable extent of such recovery
together with an amount equal to such selling Lender's ratable share (according
to the proportion of (a) the amount of such selling Lender's required repayment
to the purchasing Lender to (b) total amount so recovered from the purchasing
Lender) of any interest or other amount paid or payable by the purchasing Lender
in respect of the total amount so recovered. The Company agrees that any Lender
purchasing a participation from another Lender pursuant to this Section 3.10
may, to the fullest extent permitted by law, exercise all its rights of payment
(including the right to set-off) with respect to such participation as fully as
if such Lender were the direct creditor of the Company in the amount of such
participation. If under any applicable bankruptcy, insolvency or other similar
law any Lender receives a secured claim in lieu of a setoff to which this
Section 3.10 applies, such Lender shall, to the extent practicable, exercise its
rights in respect of such secured claim in a manner consistent with the rights
of the Lenders entitled under this Section 3.10 to share in the benefits of any
recovery on such secured claim.

            Section 3.11. LIMITATION ON CERTAIN PAYMENT OBLIGATIONS.

            (a) Each Lender or Administrative Agent shall make written demand on
the Company for indemnification or compensation pursuant to Section 3.05 no
later than 90 days after the earlier of (i) the date on which such Lender or
Administrative Agent makes payment of such Taxes, and (ii) the date on which the
relevant taxing authority or other governmental authority makes written demand
upon such Lender or Administrative Agent for payment of such Taxes.

            (b) Each Lender or Administrative Agent shall make written demand on
the Company for indemnification or compensation pursuant to Section 3.07 no
later than 90 days after such Lender or Administrative Agent receives actual
notice or obtains actual knowledge of the promulgation of a law, rule, order or
interpretation or occurrence of another event giving rise to a claim pursuant to
such sections.

            (c) In the event that the Lenders or the Administrative Agent fail
to give the Company notice within the time limitations prescribed in (a) above,
the Company shall not have any obligation to pay such claim for compensation or
indemnification. In the event that any Lender or the Administrative Agent fails
to give the Company notice within the time limitation prescribed in (b) above,
the Company shall not have any obligation to pay any amount with respect to
claims accruing prior to the ninetieth day preceding such written demand.

            Section 3.12. FAILURE TO MAINTAIN MINIMUM REQUIRED RATING. If any
Lender has either (a) had its long-term deposit rating reduced below the Minimum
Required Rating by either Rating Agency, or (b) in the case of a Lender that is
a party to this Agreement on the Effective Date and has, on such date, a
long-term deposit rating from the Rating Agencies below the applicable Minimum
Required Rating, such Lender has received from either Rating Agency a reduction
in its long-term deposit rating from the rating in effect on the Effective Date,
such Lender, will, upon the request of the Administrative Agent, assign at par
its Commitments and all of its right, title and interest in and to any Letters
of Credit or L/C Advances outstanding


                                       16
<PAGE>
hereunder, to an Eligible Assignee designated by the Administrative Agent and
acceptable to the Company in accordance with the terms of this Agreement.

                                   ARTICLE IV.

                 CONDITIONS TO LETTERS OF CREDIT /EFFECTIVE DATE

            The obligations of each Lender to issue or participate in Letters of
Credit (including the Existing Letters of Credit) and the obligation of the
Issuer to issue Letters of Credit (or continue the Existing Letters of Credit,
as applicable) for the account of the Company is subject to the satisfaction of
the following conditions (the date by which each such condition is satisfied
being the "Effective Date"):

            Section 4.01. CONDITIONS PRECEDENT TO EFFECTIVE DATE. On the
Effective Date (i) all obligations of the Company hereunder incurred prior to
such date (including, without limitation, the Company's obligations to reimburse
the reasonable fees and expenses of counsel to the Administrative Agent and any
fees and expenses payable to the Administrative Agent, the Lenders (including
Scotia Capital) and their Affiliates as previously agreed with the Company),
shall have been paid in full, (ii) the Lenders under the Existing Loan Agreement
shall consent to the Existing Letters of Credit becoming Letters of Credit
hereunder and, unless waived by the Administrative Agent, the Exiting Lenders
shall have executed and delivered an Exiting Lender Acknowledgment in the form
of Exhibit G and (iii) the Administrative Agent shall have received each of the
following (unless waived in writing by the Lenders), in form and substance
reasonably satisfactory in all respects to the Administrative Agent:

            (a) duly executed counterparts of this Agreement executed by the
Company, the Issuer and the Lenders;

            (b) duly executed counterparts of the Cash Collateral Agreement
executed by the Company, together with a deposit of an amount not less than
$35,690,411 in immediately available funds in the Cash Collateral Account;

            (c) certificates of the Secretary or Assistant Secretary of the
Company attaching and certifying copies of the resolutions of the board of
directors of the Company authorizing the execution, delivery and performance of
the Credit Documents;

            (d) certificates of the Secretary or an Assistant Secretary of the
Company certifying (i) the name, title and true signature of each officer of the
Company executing the Credit Documents, and (ii) the Organic Documents of the
Company;

            (e) certified copies of the Organic Documents (other than by-laws
and other constituent documents not filed with the Secretary of State) certified
by the Secretary of State, together with certificates of good standing or
existence, as may be available from the Secretary of State of the jurisdiction
of incorporation of the Company;

            (f) copies of all documents and instruments, including all consents,
authorizations and filings, required or advisable under any Requirement of Law
or by any material Contractual Obligation of the Company, in connection with the
execution, delivery,


                                       17
<PAGE>
performance, validity and enforceability of the Credit Documents and the other
documents to be executed and delivered hereunder, and such consents,
authorizations, filings and orders shall be in full force and effect and all
applicable waiting periods shall have expired without any requests for
additional information;

            (g) a copy of the Company's 10-Q for the Fiscal Quarter ending
September 30, 2003;

            (h) certificates, reports and other information as the
Administrative Agent may reasonably request from the Company in order to satisfy
the Lenders as to the absence of any material liabilities or obligations arising
from matters relating to employees of the Consolidated Companies, including
employee relations, collective bargaining agreements, Plans, Foreign Plans, and
other compensation and employee benefit plans;

            (i) certificates, reports, environmental audits and investigations,
and other information as the Administrative Agent may reasonably request from
the Company in order to satisfy the Lenders as to the absence of any material
liabilities or obligations arising from environmental and employee health and
safety exposures to which the Consolidated Companies may be subject, and the
plans of the Consolidated Companies with respect thereto;

            (j) certificates, reports and other information as the
Administrative Agent may reasonably request from the Company in order to satisfy
the Lenders as to the absence of any material liabilities or obligations arising
from litigation (including without limitation, products liability and patent
infringement claims) pending or threatened against the Consolidated Companies;

            (k) the favorable opinions of (i) Foley & Lardner LLP, counsel to
the Company, substantially in the form of Exhibit H-1-A, and Alan J. Miller,
Esq., general counsel to the Company, substantially in the form of Exhibit
H-1-B, addressed to the Administrative Agent and each of the Lenders, (ii)
Troutman Sanders LLP, special Georgia counsel to the Company, substantially in
the form of Exhibit H-2, addressed to the Administrative Agent and each of the
Lenders and (iii) Mayer, Brown, Rowe & Maw LLP, special New York counsel to the
Administrative Agent, substantially in the form of Exhibit H-3, addressed to the
Administrative Agent and each of the Lenders;

            (l) all corporate proceedings and all other legal matters in
connection with the authorization, legality, validity and enforceability of the
Credit Documents shall be reasonably satisfactory in form and substance to the
Required Lenders;

            (m) a fully-executed copy of the Senior Note Agreement certified by
an authorized officer of the Company;

            (n) certificate of the Company in substantially the form of Exhibit
C attached hereto and appropriately completed;

            (o) an initial Compliance Certificate in substantially the form of
Exhibit D attached hereto, as of September 30, 2003, dated the Effective Date,
duly executed (and with all


                                       18
<PAGE>
schedules thereto duly completed) and delivered by the chief financial or
accounting officer of the Company;

            (p) the Lenders shall have received the Company's 6-year projections
for the Consolidated Companies;

            (q) duly executed Notice of Outstanding Letters of Credit in
substantially the form of Exhibit B attached hereto and appropriately completed;

            (r) the Company shall have paid all attorney fees of the
Administrative Agent to the extent invoiced on or prior to the Effective Date;
and

            (s) evidence satisfactory to it that the Credit Agreement has been
executed and delivered by the parties thereto, and that any other conditions
precedent to the effectiveness thereof have been satisfied.

            Section 4.02. CONDITIONS TO ALL LETTERS OF CREDIT. At the time of
the issuance, extension or renewal of any Letter of Credit (before as well as
after giving effect to such Letters of Credit and to the proposed use thereof),
the following conditions shall have been satisfied or shall exist:

            (a) there shall exist no Default or Event of Default;

            (b) all representations and warranties by the Company contained in
the Credit Documents shall be true and correct in all material respects with the
same effect as though such representations and warranties had been made on and
as of the date of such issuance, extension or renewal date (except to the extent
that any such representation or warranty speaks as of a specific date earlier
than the Effective Date, in which case such representation or warranty shall be
true and correct in all material respects as of such date);

            (c) since the date of the most recent audited financial statements
of the Consolidated Companies described in Section 5.14 of the Credit Agreement
(as incorporated herein), there shall have been no event, change or condition
which has had or would reasonably be expected to have a Materially Adverse
Effect (whether or not any notice with respect to such change has been furnished
to the Lenders pursuant to Section 6.07 of the Credit Agreement (as incorporated
herein));

            (d) there shall be no material action or proceeding instituted or
pending before any court or other governmental authority or, to the knowledge of
the Company, threatened seeking to prohibit or restrict any Consolidated
Company's ownership or operation of any portion of its business or assets, or to
compel any Consolidated Company to dispose of or hold separate all or any
portion of its businesses or assets, where such portion or portions of such
business(es) or assets, as the case may be, constitute a material portion of the
total businesses or assets of the Consolidated Companies;

            (e) the Letters of Credit to be issued shall not contravene, violate
or conflict with, or involve the Administrative Agent, the Issuer or any Lender
in a violation of, any law,


                                       19
<PAGE>
rule, injunction, or regulation, or determination of any court of law or other
governmental authority applicable to the Company; and

            (f) the Revolving Loan Commitment (as defined in the Credit
Agreement) shall remain in full force and effect.

      Each request for the issuance or extension of a Letter of Credit shall
constitute a representation and warranty by the Company, as of the date of the
issuance or extension of such Letter of Credit, that the applicable conditions
specified in Sections 4.01 and 4.02 have been satisfied or waived in writing.

                                   ARTICLE V.

                         REPRESENTATIONS AND WARRANTIES

      Section 5.01. INCORPORATED REPRESENTATIONS AND WARRANTIES. The Company
hereby agrees that the representations and warranties contained in Article V of
the Credit Agreement, together with any related definitions and other
provisions, as in effect as of the Effective Date (the "Incorporated
Representations"), are hereby incorporated by reference and shall be as binding
on the Company as if set forth fully herein. The incorporation by reference to
the Credit Agreement of the Incorporated Representations pursuant to this
Section 5.01 shall survive the termination of the Credit Agreement. In the event
a waiver is granted under the Credit Agreement or an amendment or modification
is executed with respect to Credit Agreement, and such waiver, amendment and/or
modification affects the Incorporated Representations, then such waiver,
amendment or modification shall be effective with respect to the Incorporated
Representations as incorporated by reference into this Agreement only if
consented to by the Required Lenders, Super-Majority Lenders or all the Lenders,
as required by Section 9.02, in a writing referring to this Agreement. For
purposes of the incorporation of the Incorporated Representations pursuant to
this Section 5.01, all terms used in the Incorporated Representations that are
defined in Section 1.01 hereof shall be deemed to be used therein as defined in
Section 1.01, all references in the Incorporated Representations to other
provisions of the Credit Agreement shall be deemed to refer to the corresponding
provisions of this Agreement, all references in the Incorporated Representations
to a "Security Document" or the "Security Documents," or any similar references,
shall be deemed to refer to the Cash Collateral Agreement, and all references in
the Incorporated Representations to the "Borrower" shall be deemed to refer to
the Company.

                                   ARTICLE VI.

                                    COVENANTS

      Section 6.01. INCORPORATED COVENANTS. The Company hereby agrees that the
covenants contained in Articles VI and VII of the Credit Agreement, together
with any related definitions and other provisions, as in effect as of the
Effective Date (the "Incorporated Covenants") are hereby incorporated by
reference and shall be as binding on the Company as if set forth fully herein.
The incorporation by reference to the Credit Agreement of the Incorporated
Covenants pursuant to this Section 6.01 shall survive the termination of the
Credit Agreement. In the event a waiver is granted under the Credit Agreement or
an amendment or modification is executed


                                       20
<PAGE>
with respect to Credit Agreement, and such waiver, amendment and/or modification
affects the Incorporated Covenants, then such waiver, amendment or modification
shall be effective with respect to the Incorporated Covenants as incorporated by
reference into this Agreement only if consented to by the Required Lenders,
Super-Majority Lenders or all the Lenders, as required by Section 9.02, in a
writing referring to this Agreement. For purposes of the incorporation of the
Incorporated Covenants pursuant to this Section 6.01, all terms used in the
Incorporated Covenants that are defined in Section 1.01 hereof shall be deemed
to be used therein as defined in Section 1.01, all references in the
Incorporated Covenants to other provisions of the Credit Agreement shall be
deemed to refer to the corresponding provisions of this Agreement, all
references in the Incorporated Covenants to the "Borrower" shall be deemed to
refer to the Company, and all references in the Incorporated Covenants to the
"LC Facility Agreement" shall be deemed to refer to the Credit Agreement.

                                  ARTICLE VII.

                                EVENTS OF DEFAULT

      Upon the occurrence and during the continuance of any of the following
specified events (each an "Event of Default"):

            Section 7.01. PAYMENTS. The Company shall default in the payment
when due of any Reimbursement Obligations, or the Company shall default (and
such default shall continue unremedied for a period of five (5) days) in the
payment when due of interest on any such Reimbursement Obligation, any fee or of
any other Obligation;

            Section 7.02. CASH COLLATERAL ACCOUNT. The Company shall fail to
maintain an amount of immediately available funds in the Cash Collateral Account
equal to or in excess of the Letter of Credit Outstandings;

            Section 7.03. REPRESENTATIONS. Any representation or warranty made
or deemed to be made by the Company under this Agreement or any other Credit
Document (including the Schedules attached thereto), or any certificate or other
document submitted to the Issuer, the Administrative Agent or the Lenders by the
Company pursuant to the terms of this Agreement or any other Credit Document,
shall be incorrect in any material respect when made or deemed to be made or
submitted;

            Section 7.04. CREDIT AGREEMENT. There shall exist or occur any
"Event of Default" as defined in the Credit Agreement;

            Section 7.05. INCORPORATED EVENTS OF DEFAULT. The occurrence of an
"Event of Default" under and as defined in the Credit Agreement, as in effect as
of the Effective Date, which "Events of Default" (together with any related
definitions and other provisions, the "Incorporated Events of Default") are
hereby incorporated herein by reference as if set forth fully herein, such
incorporation by reference to survive termination of the Credit Agreement. In
the event a waiver is granted under the Credit Agreement or an amendment or
modification is executed with respect to the Credit Agreement, and such waiver,
amendment and/or modification affects the Incorporated Events of Default, then
such waiver, amendment or modification shall


                                       21
<PAGE>
be effective with respect to the Incorporated Events of Default as incorporated
by reference into this Agreement only if consented to by the Required Lenders
(or, if required by Section 9.02, the Super-Majority Lenders or all the Lenders)
in a writing referring to this Agreement. For purposes of the incorporation of
the Incorporated Events of Default pursuant to this Section 7.05, all terms used
in the Incorporated Events of Default that are defined in Section 1.01 hereof
shall be deemed to be used therein as defined in Section 1.01, all references in
the Incorporated Events of Default to other provisions of the Credit Agreement
shall be deemed to refer to the corresponding provisions of this Agreement, all
references in the Incorporated Events of Default to a "Security Document" or the
"Security Documents," or any similar references, shall be deemed to refer to the
Cash Collateral Agreement, all references in the Incorporated Events of Default
to the "Borrower" shall be deemed to refer to the Company, and all references in
the Incorporated Events of Default to the "LC Facility Agreement" shall be
deemed to refer to the Credit Agreement;

then, and in any such event, and at any time thereafter if any Event of Default
shall then be continuing, the Administrative Agent may, with the consent of the
Required Lenders, and upon the written (including telecopied) or telex request
of the Required Lenders, shall, by written notice to the Company take any or all
of the following actions, without prejudice to the rights of the Administrative
Agent, the Issuer or any Lender to enforce its claims against the Company: (i)
declare all Commitments terminated (if they have not previously terminated),
whereupon the pro rata Commitments of each Lender shall terminate immediately
and any Facility Fee and letter of credit fronting fee shall forthwith become
due and payable without any other notice of any kind; and (ii) declare all
Obligations owing under this Agreement, including without limitation, an amount
equal to the maximum amount which would be available at any time to be drawn
under all Letters of Credit then outstanding (whether or not any beneficiary
under any Letter of Credit shall have presented, or shall be entitled at such
time to present, the drafts or other documents required to draw under such
Letter of Credit), to be, whereupon the same shall become, forthwith due and
payable without presentment, demand, protest or other notice of any kind, all of
which are hereby waived by the Company; provided, that, if an Event of Default
specified in Section 8.07 of the Credit Agreement (as incorporated herein) shall
occur, the result which would occur upon the giving of written notice by the
Administrative Agent to the Company, as specified in clauses (i) and (ii) above,
shall occur automatically without the giving of any such notice; and (iii)
exercise any rights or remedies under the Credit Documents (including
withdrawing amounts from the Cash Collateral Account pursuant to Section 2.05).
As long as any Letter of Credit shall remain outstanding, any amounts described
in clause (ii) above with respect to Letters of Credit, when received by the
Administrative Agent, shall be deposited in the Cash Collateral Account as cash
collateral for the obligations of the Company under Article II of this Agreement
in the event of any drawing under a Letter of Credit, and upon drawing under any
outstanding Letter of Credit in respect of which the Administrative Agent has
deposited in the Cash Collateral Account any amounts described in clause (ii)
above or previously deposited in the Cash Collateral Account as a condition
precedent to the effectiveness of this Agreement, the Administrative Agent shall
pay such amounts to the Issuer as reimbursement for the amount of such drawing.


                                       22
<PAGE>

                                  ARTICLE VIII.

                            THE ADMINISTRATIVE AGENT

            Section 8.01. APPOINTMENT OF ADMINISTRATIVE AGENT. Each Lender
hereby designates Scotia Capital as Administrative Agent for purposes of this
Agreement and each other Credit Document. Each Lender hereby irrevocably
authorizes the Administrative Agent to take such actions on its behalf under the
provisions of this Agreement, the other Credit Documents, and all other
instruments and agreements referred to herein or therein, and to exercise such
powers and to perform such duties hereunder and thereunder as are specifically
delegated to or required of the Administrative Agent by the terms hereof and
thereof and such other powers as are reasonably incidental thereto. The
Administrative Agent may perform any of its duties hereunder by or through their
agents or employees.

            Section 8.02. AUTHORIZATION OF ADMINISTRATIVE AGENT WITH RESPECT TO
THE CASH COLLATERAL.

            (a) Each Lender hereby authorizes the Administrative Agent to enter
into the Cash Collateral Agreement substantially in the form attached hereto,
and to take all action contemplated thereby. All rights and remedies under the
Cash Collateral Agreement may be exercised by the Administrative Agent for the
ratable benefit of the Lenders. The Lenders further agree that the
Administrative Agent may assign its rights and obligations under the Cash
Collateral Agreement to any affiliate of the Administrative Agent or to any
trustee, if necessary or appropriate under applicable law, which assignee in
each such case shall (subject to compliance with any requirements of applicable
law governing the assignment of such Cash Collateral Agreement) be entitled to
all the rights of the Administrative Agent under and with respect to the Cash
Collateral Agreement.

            (b) In each circumstance where, under any provision of the Cash
Collateral Agreement, the Administrative Agent shall have the right to grant or
withhold any consent, exercise any remedy, make any determination or direct any
action by the Administrative Agent on behalf of the Lenders under such Cash
Collateral Agreement, the Administrative Agent shall act in respect of such
consent, exercise of remedies, determination or action, as the case may be, with
the consent of and at the direction of the Required Lenders; provided, however,
that no such consent of the Required Lenders shall be required with respect to
any consent, determination or other matter that is, in the Administrative
Agent's judgment, ministerial or administrative in nature. In each circumstance
where any consent of or direction from the Required Lenders is required, the
Administrative Agent shall send to the Lenders a notice setting forth a
description in reasonable detail of the matter as to which consent or direction
is requested and the Administrative Agent's proposed course of action with
respect thereto. The Lenders shall endeavor to respond promptly to such request
but in the event the Administrative Agent shall not have received a response
from any Lender within five (5) Business Days after such Lender's receipt of
such notice, such Lender shall be deemed not to have agreed to the course of
action proposed by the Administrative Agent.

            (c) The Lenders hereby acknowledge that the Collateral is not being
held and the Cash Collateral Agreement is not being entered into, by the
Administrative Agent for their sole benefit, but for the ratable benefit of the
Lenders.

            (d) Each of the Lenders hereby acknowledges and agrees that Liens
upon the Collateral granted to or held by the Administrative Agent under any
Credit Document will be


                                       23
<PAGE>
released (i) in whole, upon termination of the Commitments and payment in full
of all Obligations (other than contingent indemnification obligations) and the
expiration or termination of all Letters of Credit and (ii) in part, if
requested by the Company, to the extent the amount then on deposit in the Cash
Collateral Account exceeds 110% of the sum of the Commitments, but only such
excess may be released.

            Section 8.03. NATURE OF DUTIES OF ADMINISTRATIVE AGENT. The
Administrative Agent shall have no duties or except those expressly set forth in
this Agreement and the other Credit Documents. None of the Administrative Agent
nor any of its respective officers, directors, employees or agents shall be
liable for any action taken or omitted by it as such hereunder or in connection
herewith, unless caused by its or their gross negligence or willful misconduct.
The duties of the Administrative Agent shall be ministerial and administrative
in nature; the Administrative Agent shall not have by reason of this Agreement a
fiduciary relationship in respect of any Lender; and nothing in this Agreement,
express or implied, is intended to or shall be so construed as to impose upon
the Administrative Agent any obligations in respect of this Agreement or the
other Credit Documents except as expressly set forth herein.

            Section 8.04. LACK OF RELIANCE ON THE ADMINISTRATIVE AGENT. Each
Lender acknowledges that it has, independently of the Administrative Agent and
each other Lender, and based on such Lender's review of the financial
information of the Company, the Credit Documents (the terms and provisions of
which being satisfactory to such Lender) and such other documents, information
and investigations as such Lender has deemed appropriate, made its own credit
decision to extend its Commitments. Each Lender also acknowledges that it will,
independently of the Administrative Agent and each other Lender, and based on
such other documents, information and investigations as it shall deem
appropriate at any time, continue to make its own credit decisions as to
exercising or not exercising from time to time any rights and privileges
available to it under the Credit Documents.

            Section 8.05. CERTAIN RIGHTS OF THE ADMINISTRATIVE AGENT. If the
Administrative Agent shall request instructions from the Required Lenders with
respect to any action or actions (including the failure to act) in connection
with this Agreement, the Administrative Agent shall be entitled to refrain from
such act or taking such act, unless and until the Administrative Agent shall
have received instructions from the Required Lenders; and the Administrative
Agent shall not incur liability in any Person by reason of so refraining.
Without limiting the foregoing, no Lender shall have any right of action
whatsoever against the Administrative Agent as a result of the Administrative
Agent acting or refraining from acting hereunder in accordance with the
instructions of the Required Lenders.

            Section 8.06. RELIANCE BY ADMINISTRATIVE AGENT. The Administrative
Agent shall be entitled to rely, and shall be fully protected in relying, upon
any note, writing, resolution, notice, statement, certificate, telex, teletype
or telecopier message, cable gram, radiogram, order or other documentary,
teletransmission or telephone message believed by it to be genuine and correct
and to have been signed, sent or made by the proper Person. The Administrative
Agent may consult with legal counsel (including counsel for the Company),
independent public accountants and other experts selected by it and shall not be
liable for any action taken or omitted to be taken by it in good faith in
accordance with the advice of such counsel, accountants or experts.


                                       24
<PAGE>
            Section 8.07. INDEMNIFICATION OF ADMINISTRATIVE AGENT. To the extent
the Administrative Agent is not reimbursed and indemnified by the Company, each
Lender will reimburse and indemnify the Administrative Agent, pro rata according
to such Lender's Percentage of the Commitment Amount, for and against any and
all liabilities, obligations, losses, damages, penalties, actions, judgments,
claims, suits, costs, expenses (including counsel fees and disbursements) or
disbursements of any kind or nature whatsoever which may be imposed on, incurred
by or asserted against the Administrative Agent in performing its duties
hereunder, in any way relating to or arising out of this Agreement or the other
Credit Documents; provided that no Lender shall be liable to the Administrative
Agent for any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements resulting
from the Administrative Agent's gross negligence or willful misconduct.

            Section 8.08. LETTERS OF CREDIT ISSUED BY THE ADMINISTRATIVE AGENT
OR THE ISSUER.

            (a) The Administrative Agent shall have the same rights and powers
with respect to its participating interests in the Letters of Credit as any
other Lender and may exercise the same as if it were not performing the duties
specified herein; and the terms "Lenders", "Required Lenders" or any similar
terms shall, unless the context clearly otherwise indicates, include the
Administrative Agent in its individual capacity. The Administrative Agent and
its Affiliates may accept deposits from, lend money to, and generally engage in
any kind of banking, trust, financial advisory or other business with the
Consolidated Companies or any Affiliate of the Consolidated Companies as if it
were not performing the duties specified herein, and may accept fees and other
consideration from the Consolidated Companies for services in connection with
this Agreement and otherwise without having to account for the same to the
Lenders.

            (b) The Issuer shall have the same rights and powers with respect to
its participating interests in the Letters of Credit as any other Lender and may
exercise the same as if it were not performing the duties specified herein; and
the terms "Lenders", "Required Lenders" or any similar terms shall, unless the
context clearly otherwise indicates, include the Issuer in its individual
capacity. The Issuer and its Affiliates may accept deposits from, lend money to,
and generally engage in any kind of banking, trust, financial advisory or other
business with the Consolidated Companies or any Affiliate of the Consolidated
Companies as if it were not the Issuer hereunder, and may accept fees and other
consideration from the Consolidated Companies for services in connection with
this Agreement and otherwise without having to account for the same to the
Lenders.


                                       25
<PAGE>
            Section 8.09. SUCCESSOR ADMINISTRATIVE AGENT.

            (a) The Administrative Agent may resign at any time by giving
written notice thereof to the Lenders and the Company and may be removed with or
without cause by the Required Lenders; provided, however, the Administrative
Agent may not resign or be removed until a successor Administrative Agent has
been appointed and shall have accepted such appointment. Upon any such
resignation or removal, the Required Lenders shall have the right to appoint a
successor Administrative Agent and, unless an Event of Default has occurred and
is continuing, subject to the Company's prior written approval, not to be
unreasonably withheld. If no successor Administrative Agent shall have been so
appointed by the Required Lenders, and shall have accepted such appointment,
within 30 days after the retiring Administrative Agent's giving of notice of
resignation or the Required Lenders' removal of the retiring Administrative
Agent, then the retiring Administrative Agent may, on behalf of the Lenders,
appoint a successor Administrative Agent which shall be a bank which maintains
an office in the United States, or a commercial bank organized under the laws of
the United States of America or any State thereof, or any Affiliate of such
bank, having a combined capital and surplus of at least $100,000,000 and, unless
an Event of Default has occurred and is continuing, subject to the Company's
prior written approval.

            (b) Upon the acceptance of any appointment as the Administrative
Agent hereunder by a successor Administrative Agent, such successor
Administrative Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Administrative Agent, and
the retiring Administrative Agent shall be discharged from its duties and
obligations under this Agreement. After any retiring Administrative Agent's
resignation or removal hereunder as Administrative Agent or the termination or
expiration of this Agreement, the provisions of this Article VIII shall inure to
its benefit as to any actions taken or omitted to be taken by it while it was an
Administrative Agent under this Agreement.

            Section 8.10. EXCULPATION. Neither the Administrative Agent nor any
of its directors, officers, employees or agents shall be liable to any Lender
for any action taken or omitted to be taken by it under any Credit Document, or
in connection therewith, except for its own willful misconduct or gross
negligence, nor responsible for any recitals or warranties herein or therein,
nor for the effectiveness, enforceability, validity or due execution of any
Credit Document, nor for the creation, perfection or priority of any Liens
purported to be created by any of the Credit Documents, or the validity,
genuineness, enforceability, existence, value or sufficiency of any collateral
security, nor to make any inquiry respecting the performance by the Company of
its Obligations. Any such inquiry which may be made by the Administrative Agent
shall not obligate it to make any further inquiry or to take any action. The
Administrative Agent shall be entitled to rely upon advice of counsel concerning
legal matters and upon any notice, consent, certificate, statement or writing
which the Administrative Agent believes to be genuine and to have been presented
by a proper Person.

            Section 8.11. DEFAULTS. The Administrative Agent shall not be deemed
to have knowledge or notice of the occurrence of a Default or an Event of
Default unless the Administrative Agent has received a written notice from a
Lender or the Company specifying such Default or an Event of Default and stating
that such notice is a "Notice of Default". In the event that the Administrative
Agent receives such a notice of the occurrence of a Default or an


                                       26
<PAGE>
Event of Default, the Administrative Agent shall give prompt notice thereof to
the Lenders. The Administrative Agent shall (subject to Section 9.02) take such
action with respect to such Default or an Event of Default as shall be directed
by the Required Lenders; provided, that unless and until the Administrative
Agent shall have received such directions, the Administrative Agent may (but
shall not be obligated to) take such action, or refrain from taking such action,
with respect to such Default or an Event of Default as it shall deem advisable
in the best interest of the Lenders except to the extent that this Agreement
expressly requires that such action be taken, or not be taken, only with the
consent or upon the authorization of the Required Lenders or all Lenders, as the
case may be.

                                   ARTICLE IX.

                                  MISCELLANEOUS

            Section 9.01. NOTICES. All notices, requests and other
communications to any party hereunder shall be in writing (including bank wire,
telex, telecopy or similar teletransmission or writing) and shall be given to
such party at its address or applicable teletransmission number set forth on
Schedule 9.01, or such other address or applicable teletransmission number as
such party may hereafter specify by notice to the Administrative Agent and the
Company. Each such notice, request or other communication shall be effective (i)
if given by telex, when such telex is transmitted to the telex number specified
in this Section 9.01 and the appropriate answerback is received, (ii) if given
by mail, 72 hours after such communication is deposited in the mails with first
class postage prepaid, addressed as aforesaid, (iii) if given by telecopy, when
such telecopy is transmitted to the telecopy number specified in this Section
9.01 and the appropriate confirmation is received, or (iv) if given by any other
means (including, without limitation, by air courier), when delivered or
received at the address specified in this Section 9.01; provided that notices to
the Administrative Agent shall not be effective until received.

            Section 9.02. AMENDMENTS, ETC. No amendment or waiver of any
provision of this Agreement or the other Credit Documents, nor consent to any
departure by the Company therefrom, shall in any event be effective unless the
same shall be in writing and signed by the Company and the Required Lenders, and
then such waiver or consent shall be effective only in the specific instance and
for the specific purpose for which given; provided that no amendment, waiver or
consent shall, unless in writing and signed by the Company and all the Lenders
do any of the following: (i) waive any of the conditions specified in Section
4.01, (ii) increase the Commitments or other contractual obligations to the
Company under this Agreement, (iii) reduce any interest or fees hereunder, (iv)
extend the due date for, or reduce the amount of, any Reimbursement Obligation
(including, without limitation, L/C Advances) for a Letter of Credit which has
been drawn, (v) change the percentage of the Commitments or the number or
identity of Lenders which shall be required for the Lenders or any of them to
take any action hereunder, (vi) authorize the release of any Lien created by a
Credit Document (except to the extent specified in Section 8.02(d)), (vii)
modify the definition of "Required Lenders" or "Super-Majority Lenders" or
(viii) modify this Section 9.02. Notwithstanding the foregoing, no amendment,
waiver or consent shall, unless in writing and signed by the Company, the
Administrative Agent or the Issuer in addition to the Lenders required
hereinabove to take such


                                       27
<PAGE>
action, affect the rights or duties of the Administrative Agent or the Issuer,
respectively under this Agreement or under any other Credit Document.

            Section 9.03. NO WAIVER; REMEDIES CUMULATIVE. No failure or delay on
the part of the Administrative Agent or any Lender in exercising any right or
remedy hereunder or under any other Credit Document, and no course of dealing
between the Company and the Administrative Agent or any Lender shall operate as
a waiver thereof, nor shall any single or partial exercise of any right or
remedy hereunder or under any other Credit Document preclude any other or
further exercise thereof or the exercise of any other right or remedy hereunder
or thereunder. The rights and remedies herein expressly provided are cumulative
and not exclusive of any rights or remedies which the Administrative Agent or
any Lender would otherwise have. No notice to or demand on the Company not
required hereunder or under any other Credit Document in any case shall entitle
the Company to any other or further notice or demand in similar or other
circumstances or constitute a waiver of the rights of the Administrative Agent
or the Lenders to any other or further action in any circumstances without
notice or demand.

            Section 9.04. PAYMENT OF EXPENSES, ETC. The Company shall:

                  (i) pay all reasonable, out-of-pocket costs and expenses of
      the Administrative Agent in the administration (both before and after the
      execution hereof and including reasonable expenses actually incurred
      relating to advice of counsel as to the rights and duties of the
      Administrative Agent and the Lenders with respect thereto) of, and in
      connection with the preparation, execution and delivery of, preservation
      of rights under, enforcement of, and, after a Default or Event of Default,
      refinancing, renegotiation or restructuring of, this Agreement and the
      other Credit Documents and the documents and instruments referred to
      therein, and any amendment, waiver or consent relating thereto (including,
      without limitation, the reasonable fees actually incurred and
      disbursements of counsel for the Administrative Agent), and in the case of
      enforcement of this Agreement or any Credit Document after an Event of
      Default, all such reasonable, out-of-pocket costs and expenses (including,
      without limitation, the reasonable fees actually incurred and
      disbursements of counsel), for any of the Lenders;

                  (ii) subject, in the case of certain Taxes, to the applicable
      provisions of Section 3.05(b), pay and hold the Administrative Agent, the
      Issuer and the Lenders harmless from and against any and all present and
      future stamp, documentary, and other similar Taxes with respect to this
      Agreement and any other Credit Documents, the Cash Collateral Account, or
      any payments due thereunder, and save each of the Lenders harmless from
      and against any and all liabilities with respect to or resulting from any
      delay or omission to pay such Taxes;

                  (iii) indemnify the Administrative Agent, the Issuer and each
      Lender, and their respective officers, directors, employees,
      representatives and agents from, and hold each of them harmless against,
      any and all costs, losses, liabilities, claims, damages or expenses
      incurred by any of them (whether or not any of them is designated a party
      thereto) (an "Indemnitee") arising out of or by reason of any
      investigation, litigation or other proceeding related to any actual or
      proposed use of any Letter of Credit or the Company's entering into and
      performing of the Agreement or the other Credit


                                       28
<PAGE>
      Documents, including, without limitation, the reasonable fees actually
      incurred and disbursements of counsel (including foreign counsel) incurred
      in connection with any such investigation, litigation or other proceeding;
      provided, however, the Company shall not be obligated to indemnify any
      Indemnitee for any of the foregoing to the extent arising out of such
      Indemnitee's gross negligence or willful misconduct;

                  (iv) In addition to amounts payable elsewhere provided in this
      Agreement, without duplication, indemnify, pay and save the Issuer
      harmless from and against any and all claims, demands, liabilities,
      damages, losses, costs, charges and reasonable expenses (including
      reasonable attorney's fees and disbursements) which the Issuer may incur
      or be subject to as a consequence, direct or indirect, of (i) the issuance
      of any Letter of Credit for the account of the Company, other than as a
      result of the gross negligence or willful misconduct of the Issuer; (ii)
      the failure of the Issuer to honor a drawing under any Letter of Credit
      due to any act or omission (whether rightful or wrongful) of any present
      or future de jure or de facto government or governmental authority; or
      (iii) any confirmation of any Letter of Credit obtained by the Issuer with
      the consent of the Company; and

                  (v) without limiting the indemnities set forth above,
      indemnify each Indemnitee for any and all expenses and costs (including
      without limitation, remedial, removal, response, abatement, cleanup,
      investigative, closure and monitoring costs), losses, claims (including
      claims for contribution or indemnity and including the cost of
      investigating or defending any claim and whether or not such claim is
      ultimately defeated, and whether such claim arose before, during or after
      the ownership, operation, possession or control by any Consolidated
      Company of its business, property or facilities or before, on or after the
      date hereof, and including also any amounts paid incidental to any
      compromise or settlement by the Indemnitee or Indemnitees to the holders
      of any such claim), lawsuits, liabilities, obligations, actions,
      judgments, suits, disbursements, encumbrances, liens, damages (including
      without limitation damages for contamination or destruction of natural
      resources), penalties and fines of any kind or nature whatsoever
      (including without limitation in all cases the reasonable fees actually
      incurred, other charges and disbursements of counsel in connection
      therewith) incurred, suffered or sustained by that Indemnitee based upon,
      arising under or relating to Environmental Laws based on, arising out of
      or relating to in whole or in part, the existence or exercise of any
      rights or remedies by any Indemnitee under this Agreement, any other
      Credit Document or any related documents.

If and to the extent that the obligations of the Company under this Section 9.04
are unenforceable for any reason, the Company hereby agrees to make the maximum
contribution to the payment and satisfaction of such obligations which is
permissible under applicable law.

            Section 9.05. RIGHT OF SETOFF. In addition to and not in limitation
of all rights of offset that any Lender may have under applicable law, each
Lender shall, upon the occurrence of any Event of Default and whether or not
such Lender or such holder has made any demand or the Company's obligations are
matured, have the right to appropriate and apply to the payment of the Company's
obligations hereunder and under the other Credit Documents (subject to Section
3.10), and the Company hereby grants to each Lender a continuing security
interest in, all


                                       29
<PAGE>
balances, credits, deposits, accounts or moneys of the Company (general or
special, time or demand, provisional or final) then or thereafter held by and
other indebtedness or property then or thereafter owing by such Lender to the
Company, whether or not related to this Agreement or any transaction hereunder.
Each Lender shall promptly notify the Company of any offset hereunder.

            Section 9.06. BENEFIT OF AGREEMENT.

            (a) This Agreement shall be binding upon and inure to the benefit of
and be enforceable by the respective successors and assigns of the parties
hereto, provided that the Company may not assign or transfer any of its rights
or obligations hereunder without the prior written consent of each Lender.

            (b) Any Lender may make, carry or transfer L/C Advances at, to or
for the account of, any of its branch offices or the office of an Affiliate of
such Lender.

            (c) Each Lender may assign all or a portion of its interests, rights
and obligations under this Agreement (including all or a portion of any of its
Commitments, Letter of Credit Outstandings and the L/C Advances at the time
owing to it) to any Eligible Assignee; provided, however, that (i) the
Administrative Agent and the Company must give their prior written consent to
such assignment (which consent shall not be unreasonably withheld or delayed)
unless such assignment is to another Lender or an Affiliate of a Lender or, in
the case of the Company, unless an Event of Default has occurred and is
continuing, (ii) the amount of the Commitments or Letter of Credit Outstandings
or L/C Advances, of the assigning Lender subject to each assignment (determined
as of the date the Assignment and Acceptance with respect to such assignment is
delivered to the Administrative Agent) shall not be less than $1,000,000 (or, if
less, the assigning Lender's entire Commitment, Letter of Credit Outstandings
and L/C Advances), and (iii) the parties to each such assignment shall execute
and deliver to the Administrative Agent an Assignment and Acceptance and, unless
such assignment is to an Affiliate of such Lender, a processing and recordation
fee of $3,500. The Company shall not be responsible for such processing and
recordation fee or any costs or expenses incurred by any Lender or the
Administrative Agent in connection with such assignment. From and after the
effective date specified in each Assignment and Acceptance, which effective date
shall be at least five (5) Business Days after the execution thereof, the
assignee thereunder shall be a party hereto and to the extent of the interest
assigned by such Assignment and Acceptance, have the rights and obligations of a
Lender under this Agreement. Notwithstanding the foregoing, the assigning Lender
must retain after the consummation of such Assignment and Acceptance, a minimum
aggregate amount of Commitments, Letter of Credit Outstandings and L/C Advances,
as the case may be, of $5,000,000 (unless the Lender is assigning its entire
Commitment, Letter of Credit Outstandings and L/C Advances); provided, however,
no such minimum amount shall be required with respect to any such assignment
made at any time there exists an Event of Default hereunder.

            (d) Each Lender may, without the consent of the Company or the
Administrative Agent, sell participations to one or more banks or other entities
in all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitments, Letter of Credit Outstandings
and L/C Advances owing to it); provided however, that (i) no


                                       30
<PAGE>
Lender may sell a participation in its aggregate Commitments (after giving
effect to any permitted assignment hereof) in an amount in excess of fifty
percent (50%) of such aggregate Commitments; provided, however, sales of
participations to an Affiliate of such Lender shall not be included in such
calculation; provided, however, no such maximum amount shall be applicable to
any such participation sold at any time there exists an Event of Default
hereunder, (ii) such Lender's obligations under this Agreement shall remain
unchanged, (iii) such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations, and (iv) the
participating bank or other entity shall be entitled to all of the benefits of
Article III, Section 6.07 of the Credit Agreement (as incorporated herein) and
Section 9.04 as if it were a Lender, (v) the Company and the Administrative
Agent and other Lenders shall continue to deal solely and directly with each
Lender in connection with such Lender's rights and obligations under this
Agreement and the other Credit Documents, and (vi) such Lender shall retain the
sole right to enforce the obligations of the Company relating to the Letters of
Credit and to approve any amendment, modification or waiver of any provisions of
this Agreement except that such Lender may agree with any participating bank or
other entity that it will not, without such participating bank's or other
entity's consent, take any actions of the types described in clauses (ii),
(iii), (iv), (v) or (viii) of Section 9.02. Any Lender selling a participation
hereunder shall provide prompt written notice to the Company of the name of such
participant.

            (e) Any Lender or participant may, in connection with the assignment
or participation or proposed assignment or participation, pursuant to this
Section 9.06, disclose to the assignee or participant or proposed assignee or
participant any information relating to the Company or the other Consolidated
Companies furnished to such Lender by or on behalf of the Company or any other
Consolidated Company. With respect to any disclosure of confidential,
non-public, proprietary information, such proposed assignee or participant shall
agree to use the information only for the purpose of making any necessary credit
judgments with respect to this credit facility and not to use the information in
any manner prohibited by any law, including without limitation, the securities
laws of the United States. The proposed participant or assignee shall agree not
to disclose any of such information except (i) to directors, employees, auditors
or counsel to whom it is necessary to show such information, each of whom shall
be informed of the confidential nature of the information, (ii) in any statement
or testimony pursuant to a subpoena or order by any court, governmental body or
other agency asserting jurisdiction over such entity, or as otherwise required
by law (provided prior notice is given to the Company and the Administrative
Agent unless otherwise prohibited by the subpoena, order or law), and (iii) upon
the request or demand of any regulatory agency or authority with proper
jurisdiction. The proposed participant or assignee, if it does not become a
Lender or participant hereunder, shall further agree to return all documents or
other written material and copies thereof received from any Lender, the
Administrative Agent or the Company relating to such confidential information
unless otherwise properly disposed of by such entity.

            (f) Any Lender may at any time assign all or any portion of its
rights in this Agreement to a Federal Reserve Bank; provided that no such
assignment shall release the Lender from any of its obligations hereunder.

            (g) If (i) any Taxes referred to in Section 3.05(b) have been levied
or imposed so as to require withholdings or deductions by the Company and
payment by the Company of


                                       31
<PAGE>
additional amounts to any Lender as a result thereof, (ii) any Lender shall make
demand for payment of increased costs or reduced rate of return pursuant to
Section 3.07, or any Lender makes a claim for increased costs or determines that
its participation in any Letter of Credit is illegal pursuant to Section 3.06,
or (iii) any Lender shall decline to consent to a modification or waiver of the
terms of this Agreement or the other Credit Documents requested by the Company,
then and in such event, upon request from the Company delivered to such Lender
and the Administrative Agent, such Lender shall assign, in accordance with the
provisions of Section 9.06(c), all of its rights and obligations under this
Agreement and the other Credit Documents to another Lender or an Eligible
Assignee selected by the Company, in consideration for the payment by such
assignee to the Lender of the principal of, and interest on, the Obligations
accrued to the date of such assignment, and the assumption of such Lender's
Commitment hereunder, together with any and all other amounts owing to such
Lender under any provisions of this Agreement or the other Credit Documents
accrued to the date of such assignment; provided, however, that if the Company
shall exercise its rights under this Section 9.06 with respect to any Lender, it
shall exercise in a substantially identical manner such rights as to all
similarly affected Lenders.

            Section 9.07. GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF
JURY TRIAL.

            (a) EACH CREDIT DOCUMENT (OTHER THAN THE LETTERS OF CREDIT, TO THE
EXTENT SPECIFIED BELOW AND EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN A CREDIT
DOCUMENT) WILL EACH BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE
INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS
5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). EACH
LETTER OF CREDIT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OR RULES DESIGNATED IN SUCH LETTER OF CREDIT, OR IF NO LAWS OR RULES ARE
DESIGNATED, THE INTERNATIONAL STANDBY PRACTICES (ISP98--INTERNATIONAL CHAMBER OF
COMMERCE PUBLICATION NUMBER 590 (THE "ISP RULES")) AND, AS TO MATTERS NOT
GOVERNED BY THE ISP RULES, THE INTERNAL LAWS OF THE STATE OF NEW YORK.

            (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR
ANY OTHER CREDIT DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK
OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND,
BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE COMPANY HEREBY ACCEPTS FOR
ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE
JURISDICTION OF THE AFORESAID COURTS. THE PARTIES HERETO HEREBY IRREVOCABLY
WAIVE TRIAL BY JURY, AND THE COMPANY HEREBY IRREVOCABLY WAIVES ANY OBJECTION,
INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON
THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS. TO
THE EXTENT THAT


                                       32
<PAGE>
THE COMPANY HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY
COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT
PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO
ITSELF OR ITS PROPERTY, THE COMPANY HEREBY IRREVOCABLY WAIVES TO THE FULLEST
EXTENT PERMITTED BY LAW SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THE
CREDIT DOCUMENTS. THE COMPANY ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL
AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF
EACH OTHER CREDIT DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A
MATERIAL INDUCEMENT FOR THE ADMINISTRATIVE AGENT, EACH LENDER AND THE ISSUER
ENTERING INTO THE CREDIT DOCUMENTS.

            (c) THE COMPANY HEREBY IRREVOCABLY DESIGNATES UNITED STATES
CORPORATION COMPANY AS ITS DESIGNEE, APPOINTEE AND LOCAL AGENT TO RECEIVE, FOR
AND ON BEHALF OF THE COMPANY, SERVICE OF PROCESS IN SUCH RESPECTIVE
JURISDICTIONS IN ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT
OR ANY DOCUMENT RELATED THERETO. IT IS UNDERSTOOD THAT A COPY OF SUCH PROCESS
SERVED ON SUCH LOCAL AGENT WILL BE PROMPTLY FORWARDED BY SUCH LOCAL AGENT AND BY
THE SERVER OF SUCH PROCESS BY MAIL TO THE COMPANY AT ITS ADDRESS SET FORTH IN
SECTION 9.01, BUT THE FAILURE OF THE COMPANY TO RECEIVE SUCH COPY SHALL NOT
AFFECT IN ANY WAY THE SERVICE OF SUCH PROCESS. THE COMPANY FURTHER IRREVOCABLY
CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY
SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR
CERTIFIED MAIL, POSTAGE PREPAID, TO THE COMPANY AT ITS SAID ADDRESS, SUCH
SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING.

            (d) Nothing herein shall affect the right of the Administrative
Agent, any Lender or the Company to serve process in any other manner permitted
by law or to commence legal proceedings or otherwise proceed against the Company
in any other jurisdiction.

            Section 9.08. INDEPENDENT NATURE OF LENDERS' RIGHTS. The amounts
payable at any time hereunder to each Lender shall be a separate and independent
debt, and each Lender shall be entitled to protect and enforce its rights
pursuant to this Agreement, and it shall not be necessary for any other Lender
to be joined as an additional party in any proceeding for such purpose.

            Section 9.09. COUNTERPARTS. This Agreement 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.


                                       33
<PAGE>
            Section 9.10. SURVIVAL. The obligations of the Company under
Sections 3.05(b), 3.07, 9.04, 9.05 and 9.15 hereof shall survive the payment in
full of the Obligations. All representations and warranties made herein, in the
certificates, reports, notices, and other documents delivered pursuant to this
Agreement shall survive the execution and delivery of this Agreement, the other
Credit Documents, and such other agreements and documents.

            Section 9.11. SEVERABILITY. In case any provision in or obligation
under this Agreement or the other Credit Documents shall be invalid, illegal or
unenforceable, in whole or in part, in any jurisdiction, the validity, legality
and enforceability of the remaining provisions or obligations, or of such
provision or obligation in any other jurisdiction, shall not in any way be
affected or impaired thereby.

            Section 9.12. INDEPENDENCE OF COVENANTS. All covenants hereunder
shall be given independent effect so that if a particular action or condition is
not permitted by any of such covenants, the fact that it would be permitted by
an exception to, or be otherwise within the limitation of, another covenant,
shall not avoid the occurrence of a Default or an Event of Default if such
action is taken or condition exists.

            Section 9.13. CHANGE IN ACCOUNTING PRINCIPLES, FISCAL YEAR OR TAX
LAWS. If (i) any preparation of the financial statements referred to in Section
6.07 of the Credit Agreement (as incorporated herein) hereafter occasioned by
the promulgation of rules, regulations, pronouncements and opinions by or
required by the Financial Accounting Standards Board or the American Institute
of Certified Public Accountants (or successors thereto or agencies with similar
functions) (other than changes mandated by FASB 106) result in a material change
in the method of calculation of financial covenants, standards or terms found in
this Agreement, (ii) there is any change in the Company's Fiscal Quarter or
Fiscal Year, or (iii) there is a material change in federal tax laws which
materially affects any of the Consolidated Companies' ability to comply with the
financial covenants, standards or terms found in this Agreement or any such
event referred to in clause (i) through (iii) above no longer makes such
financial covenants, standards or terms comparable to those existing on the
Effective Date, the Company and the Required Lenders agree to enter into
negotiations in order to amend such provisions so as to equitably reflect such
changes with the desired result that the criteria for evaluating any of the
Consolidated Companies' financial condition shall be the same after such changes
as if such changes had not been made. Unless and until such provisions have been
so amended, the provisions of this Agreement shall govern.

            Section 9.14. HEADINGS DESCRIPTIVE; ENTIRE AGREEMENT. The headings
of the several sections and subsections of this Agreement are inserted for
convenience only and shall not in any way affect the meaning or construction of
any provision of this Agreement. This Agreement, the other Credit Documents, and
the agreements and documents required to be delivered pursuant to the terms of
this Agreement constitute the entire agreement among the parties hereto and
thereto regarding the subject matters hereof and thereof and supersede all prior
agreements, representations and understandings related to such subject matters.


                                       34
<PAGE>
            Section 9.15. CONFIDENTIALITY.

            (a) The parties hereto expressly agree that the Administrative Agent
      and each Lender (and each of their respective employees, representatives
      or other agents) may disclose to all persons, without limitation of any
      kind, the United States federal income "tax treatment" and "tax structure"
      (in each case, within the meaning of Treasury Regulation Section 1.6011-4)
      and all materials of any kind (including, without limitation, opinions or
      other tax analyses) of the transaction contemplated hereby (if any) that
      are provided to the Company or which the Company provides to the
      Administrative Agent and the Lenders (or their respective representatives)
      relating to such tax treatment and tax structure, except that, with
      respect to any document or similar item that in either case contains
      information concerning the tax treatment or tax structure of the
      transaction as well as other information, this Section 9.15(a) shall only
      apply to such portions of the document or similar item that relate to the
      United States federal income tax treatment or tax structure of the
      transaction.

            (b) Neither the Administrative Agent, the Issuer or any Lender shall
      disclose any Confidential Information to any other Person without the
      prior written consent of the Company, other than (i) to the Administrative
      Agent's, the Issuer's or such Lender's Affiliates and their officers,
      directors, employees, agents, counsel and other advisors, (ii) as required
      by any law, rule or regulation or judicial process, (iii) as requested or
      required by any state, federal or foreign authority or examiner regulating
      banks or banking or (iv) subject to an agreement containing provisions
      similar to those of this clause (b), to any Eligible Assignee of or
      participant in, or to any prospective Eligible Assignee of or participant
      in, any of the rights or obligations of the Administrative Agent, the
      Issuer or any Lender under this Agreement. Any Person required to maintain
      the confidentiality of Confidential Information as provided in this clause
      (b) shall be considered to have complied with its obligation to do so if
      such Person has exercised the same degree of care to maintain the
      confidentiality of such Confidential Information as such Person would
      accord to its own confidential information. The obligations of the
      Administrative Agent, the Issuer and each Lender under this clause (b)
      shall not extend beyond the date which is one (1) year after the date of
      payment in full of all Obligations.

                   [REMAINDER OF PAGE INTENTIONAL LEFT BLANK]


                                       35
<PAGE>
            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective officers thereunto duly authorized as of the day
and year first above written.

                               INTERMET CORPORATION

                               By:___________________________________
                                  Title:


                               THE BANK OF NOVA SCOTIA,
                                  as the Administrative Agent, Issuer and Lender

                               By:___________________________________
                                  Title:


                                       36
<PAGE>
                                   SCHEDULE 1

                                   Commitments

<TABLE>
<CAPTION>
LENDER                              COMMITMENT AMOUNT      PERCENTAGE

<S>                                 <C>                    <C>
The Bank of Nova Scotia             $35,690,411            100%
TOTAL                               $35,690,411            100%
</TABLE>
<PAGE>
                                  Schedule 1.01

                                PRICING SCHEDULE

<TABLE>
<CAPTION>
FUNDED DEBT/
CONSOLIDATED
EBITDA                          BASE RATE MARGIN
<S>                             <C>
Greater than or equal           2.750%
to 4.25

Greater than or equal           2.500%
to 3.75 and less than
4.25

Greater than or equal           2.250%
to 3.25 and less than
3.75

Less than 3.25                  2.000%
</TABLE>
<PAGE>
                                  Schedule 1.02

                           EXISTING LETTERS OF CREDIT

<TABLE>
<CAPTION>
                                                                                       EXPIRY
BENEFICIARY            ISSUING OFFICE/ REF.      CURRENT BALANCE      ISSUE DATE       DATE
-----------            --------------------      ---------------      ----------       ----
<S>                    <C>                       <C>                  <C>              <C>
BNY Midwest            BNS, Atlanta /            35,609,411.00        21-Dec-03        05-Nov-04
Trust Company          S330/43695/00
</TABLE>
<PAGE>
                                  Schedule 9.01

                               NOTICE INFORMATION

If to Intermet Corporation:

Intermet Corporation
5445 Corporate Drive
Suite 200
Troy, Michigan 48098
Attn.: Michael S. Skrzypczak
Telephone: (248) 952-2500
Facsimile: (248) 952-2501

If to the Administrative Agent and Issuer:

The Bank of Nova Scotia
Atlanta Agency, Suite 2700
600 Peachtree Street N.E.
Atlanta, GA 30308
Contact Person: Hilma Gabbidon
Tel: (404) 877-1558
Fax: (404) 888-8998

If to the Lenders:

The Bank of Nova Scotia
Atlanta Agency, Suite 2700
600 Peachtree Street N.E.
Atlanta, GA 30308
Contact Person: Hilma Gabbidon
Tel: (404) 877-1558
Fax: (404) 888-8998