LETTER OF CREDIT FACILITY AGREEMENT

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IRONTON IRON INC | INTERMET CORPORATION, | THE BANK OF NOVA SCOTIA

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Title: LETTER OF CREDIT FACILITY AGREEMENT
Governing Law: New York Date: 3/15/2004

LETTER OF CREDIT FACILITY AGREEMENT, Parties: ironton iron inc , intermet corporation , the bank of nova scotia

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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

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TABLE OF CONTENTS

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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

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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

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(continued)

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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

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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

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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):

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(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.

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"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

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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

"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.

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"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.

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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).

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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

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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.

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%.

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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;

which the Company or any Subsidiary or Affiliate of the Company may have at any

time against a

<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.

<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.

<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

<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.

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.

<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 pa

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