EXHIBIT 4.20 

                              INTERMET CORPORATION
                              5445 Corporate Drive
                             Troy, Michigan  48098


                                         As of March 21, 1996


The Prudential Insurance Company of America
c/o The Prudential Capital Group
Four Gateway Center
100 Mulberry Street
Newark, New Jersey  07102-4077

Ladies and Gentlemen:

     The undersigned, Intermet Corporation, a Georgia corporation, and its
successors and permitted assigns (herein called the "COMPANY"), hereby agrees
with you as follows:

          1.  BACKGROUND.  The Company authorized the issue of, and issued to
you on December 11, 1992, its senior promissory note in the original principal
amount of $25,000,000 (the "EXISTING NOTE") pursuant to, and in accordance with
the terms of, that certain Note Agreement (as amended up to, but excluding, the
Effective Date, the "ORIGINAL NOTE AGREEMENT"), dated as of December 11, 1992,
between the Company and you.  Each of the Company and the Guarantors has
requested the amendment and restatement in its entirety of the Original Note
Agreement and Existing Note as provided for in this Agreement.

          2.  AMENDMENT AND RESTATEMENT OF ORIGINAL NOTE AGREEMENT AND EXISTING
NOTE AND AMENDMENT OF RELATED AGREEMENTS.  (i) The parties hereto agree that (a)
the Original Note Agreement is hereby amended and restated in its entirety as
set forth herein, (b) the form of the Existing Note issued by the Company is
hereby amended and restated in its entirety as set forth in Exhibit A to this
Agreement and (c) each of the other Related Agreements is hereby amended by
substituting this Agreement for each reference to the Original Note Agreement
contained therein.

          (ii) The Company will execute and deliver to you a note, in the form
of Exhibit A hereto, in the aggregate principal amount of $25,000,000, to be
dated the  last day on which interest was paid on the Existing Note, to mature
December 11, 2002, to bear interest on the unpaid balance thereof  at a rate per
annum of 8.05% and on overdue principal, premium or interest at the rate
specified therein.

 
The term "NOTE" as used herein shall include the Note delivered pursuant to this
provision and each senior promissory note delivered in substitution or exchange
for any such Note pursuant to any provision of this Agreement.

          3.  CONDITIONS OF EFFECTIVENESS.  The amendment and restatement of the
Original Note Agreement and the Existing Note and  the other amendments as
provided in paragraph 2 hereof shall become effective on the date hereof (the
"Effective Date"), subject to satisfaction of all of the following conditions
precedent:

          3A.  RELATED DOCUMENTS.  You shall have received each of the following
documents, in form and substance satisfactory to you, duly executed and
delivered by the parties thereto:

          (i) the amended and restated Existing Note, as required by clause (ii)
of paragraph 2;

          (ii) a Cancellation Agreement, executed by SunTrust Bank, Atlanta, as
agent under the Bank Agreement and the Required Lenders (as defined in the Bank
Agreement), terminating the Pledge Agreement delivered pursuant to the "Prior
Bank Agreement" (as defined in the Bank Agreement);

          (iii)  a UCC-3 executed by SunTrust Bank, Atlanta, as agent under the
Bank Agreement with respect to the Uniform Commercial Code financing statements
filed with respect to the stock of Columbus Neunkirchen;
 
          (iv) Amendment No. 2 to the Intercreditor Agreement; and

          (v) to the extent not previously delivered, a Subsidiary Guaranty
Agreement or Pledge Agreement (and related Contribution Agreement) from any
Subsidiary that has delivered a Bank Guaranty Agreement or Pledge Agreement
under the Bank Agreement.

          3B.  REPRESENTATIONS AND WARRANTIES; NO DEFAULT.  The representations
and warranties contained in Article V of the Bank Agreement shall be true on and
as of the Effective Date; there shall exist on the Effective Date no Event of
Default or Default; and the Company shall have delivered to you an Officer's
Certificate, dated the Effective Date, to both such effects and further
certifying that (i) the execution and delivery by the Company of this Agreement,
the Note and each of the other documents identified in the preceding paragraph
3A have been duly authorized by all necessary corporate action on the part of
the Company, have been duly executed and delivered by the Company and are the
valid and binding obligation of the Company, enforceable in accordance with its
terms and (ii) each of the Related Documents, except as amended hereby, remains
in full force and effect.

                                      -2-

 
          3C.  AUTHORIZATION OF TRANSACTIONS.  The Company shall have
authorized, by all necessary corporate action, the execution and delivery of
this Agreement and each of the documents executed and delivered in connection
herewith and the performance and satisfaction of all closing conditions
contained in this paragraph 3, and the consummation of all transactions
contemplated by this Agreement.

          3D.  CERTIFIED COPIES OF BANK AGREEMENT AND OTHER DOCUMENTS.  You
shall have received a true, correct and duly executed copy of the Bank
Agreement, including all Schedules and Exhibits thereto and side letters, if
any, affecting the terms thereof or otherwise delivered in connection therewith,
together with all amendments and waivers thereto and any documents, instruments
or certificates executed in connection therewith, accompanied by an Officer's
Certificate dated the Effective Date to such effect.

          3E.  BANK APPROVAL.  You shall have received, in form and substance
satisfactory to you, the written approval of SunTrust Bank, Atlanta, as agent
under the Bank Agreement and the Required Lenders (as defined in the Bank
Agreement) to the delivery by the Company of this Agreement, the Note and the
amendments to the other Related Documents and the transactions contemplated
hereby and thereby and confirming that the conditions contained in Section 6.11
of the Bank Agreement have each been fully satisfied.

          3F.  GUARANTORS APPROVAL.  You shall have received, in form and
substance satisfactory to you, the written approval of each of the Guarantors
with respect to this Agreement, the Note, the amendments to the other Related
Documents and the transactions contemplated hereby and thereby.

          3G.  OPINION OF COMPANY'S COUNSEL.  You shall have received from
Kilpatrick & Cody, counsel for the Company and its Subsidiaries, a favorable
opinion satisfactory to you and substantially in the form of Exhibit B attached
hereto.

          3H.  AMENDMENT FEE.  The Company shall have paid to you at the closing
of the execution and delivery of this Agreement an amendment fee in an amount
equal to $7,500, paid by wire transfer to your Account No. 050-54-526 at Morgan
Guaranty Trust Company of New York, 23 Wall Street, New York, New York 10015
(ABA No. 021-000-238).

                                      -3-

 
          4.  PREPAYMENTS.  The Notes shall be subject to prepayment with
respect to the required prepayments specified in paragraph 4A and the optional
prepayments permitted by paragraph 4B.

          4A.  REQUIRED PREPAYMENTS.  Until the Notes shall be paid in full, the
Company shall apply to the prepayment of the Notes, without premium, the sum of
$5,000,000 on December 11 in each of the years 1998 to 2001, inclusive, and such
principal amounts of the Notes, together with interest thereon to the prepayment
dates, shall become due on such prepayment dates.  The remaining principal
amount of the Notes, together with interest accrued thereon, shall become due on
the maturity date of the Notes.

          4B. OPTIONAL PREPAYMENT WITH YIELD-MAINTENANCE AMOUNT.  The Notes 
shall be subject to prepayment, in whole at any time or from time to time in
part (in multiples of $5,000,000), at the option of the Company, at 100% of the
principal amount so prepaid plus interest thereon to the prepayment date and the
Yield-Maintenance Amount, if any, with respect to each Note. Any partial
prepayment of the Note pursuant to this paragraph 4B shall be applied in
satisfaction of required payments of principal in inverse order of their
scheduled due dates.

          4C.  NOTICE OF OPTIONAL PREPAYMENT.  The Company shall give the holder
of each Note irrevocable written notice of any prepayment pursuant to paragraph
4B not less than 10 Business Days prior to the prepayment date, specifying such
prepayment date and the principal amount of the Notes, and of the Notes held by
such holder, to be prepaid on such date and stating that such prepayment is to
be made pursuant to paragraph 4B.  Notice of prepayment having been given as
aforesaid, the principal amount of the Notes specified in such notice, together
with interest thereon to the prepayment date and together with the Yield-
Maintenance Amount, if any, with respect thereto, shall become due and payable
on such prepayment date.  The Company shall, on or before the day on which it
gives written notice of any prepayment pursuant to paragraph 4B, give telephonic
notice of the principal amount of the Notes to be prepaid and the prepayment
date to each Significant Holder which shall have designated a recipient of such
notices in the Purchaser Schedule attached hereto or by notice in writing to the
Company.

          4D.  PARTIAL PAYMENTS PRO RATA.  Upon any partial prepayment of the
Notes pursuant to paragraph 4A or 4B, the principal amount so prepaid shall be
allocated to all Notes at the time outstanding (including, for the purpose of
this paragraph 4D only, all Notes prepaid or otherwise retired or purchased or
otherwise acquired by the Company or any of its Subsidiaries or Affiliates other
than be prepayment pursuant to paragraph 4A or 4B) in proportion to the
respective outstanding principal amounts thereof.

                                      -4-

 
          4E.  RETIREMENT OF NOTES.  The Company shall not, and shall not permit
any of its Subsidiaries or Affiliates to, prepay or otherwise retire in whole or
in part prior to their stated final maturity (other than by prepayment pursuant
to paragraph 4A or 4B upon acceleration of such final maturity pursuant to
paragraph 7A), or purchase or otherwise acquire, directly or indirectly, Notes
held by any holder unless the Company or such Subsidiary or Affiliate shall have
offered to prepay or otherwise retire or purchase or otherwise acquire, as the
case may be, the same proportion of the aggregate principal amount of Notes held
by each other holder of Notes at the time outstanding upon the same terms and
conditions.  Any Notes so prepaid or otherwise retired or purchased or otherwise
acquired by the Company or any of its Subsidiaries or Affiliates shall not be
deemed to be outstanding for any purpose under this Agreement, except as
provided in paragraph 4D.

          5. AFFIRMATIVE COVENANTS.

          5A. REPORTING REQUIREMENTS. The Company covenants that it will deliver
to each Significant Holder in quadruplicate:

     (i)  as soon as practicable and in any event within 60 days after the end
     of each quarterly period (other than the last quarterly period) in each
     fiscal year, consolidated statements of income, stockholders' equity and
     cash flows of the Company and its Subsidiaries for the period from the
     beginning of the current fiscal year to the end of such quarterly period,
     and a consolidated balance sheet of the Company and its Subsidiaries as at
     the end of such quarterly period, setting forth in each case in comparative
     form figures for the corresponding period in the preceding fiscal year, all
     in reasonable detail and satisfactory in form to the Required Holder(s) and
     certified by an authorized financial officer of the Company, subject to
     changes resulting from normal year-end adjustments; provided, however, that
     delivery pursuant to clause (iii) below of copies of the Quarterly Report
     on Form 10-Q of the Company for such quarterly period filed with the
     Securities and Exchange Commission shall be deemed to satisfy the
     requirements of this clause (i);

     (ii)  as soon as practicable and in any event within 90 days after the end
     of each fiscal year, a consolidated statements of income and cash flows and
     a consolidated statement of stockholders' equity of the Company and its
     Subsidiaries for such year, and a consolidated balance sheet of the Company
     and its Subsidiaries as at the end of such year, setting forth in each case
     in comparative form corresponding consolidated figures from the preceding
     annual audit, all in reasonable detail and satisfactory in scope to the

                                      -5-

 
     Required Holder(s) and, as to the consolidated statements, reported on by
     independent public accountants of recognized standing selected by the
     Company whose report shall be without limitation as to the scope of the
     audit and satisfactory in substance to the Required Holder(s); provided,
                                                                    -------- 
     however, that delivery pursuant to clause (iii) below of copies of the
     -------                                                               
     Annual Report on Form 10-K of the Company for such fiscal year filed with
     the Securities and Exchange Commission shall be deemed to satisfy the
     requirements of this clause (ii);

     (iii)  promptly upon transmission thereof, copies of all such financial
     statements, proxy statements, notices and reports as it shall send to its
     public stockholders and copies of all registration statements (without
     exhibits) and all reports which it files with the Securities and Exchange
     Commission (or any governmental body or agency succeeding to the functions
     of the Securities and Exchange Commission);

     (iv)  promptly upon receipt thereof, a copy of each other report submitted
     to the Company or any Subsidiary by independent accountants in connection
     with any annual, interim or special audit made by them of the Company or
     any Subsidiary;

     (v)  an annual financial plan and forecasted balance sheets and statements
     of income, shareholders' equity, and cash flows for the current fiscal year
     for the Consolidated Companies presented on a consolidated basis for any
     fiscal year thereafter, no later than 30 days prior to the beginning of
     such fiscal year;

     (vi) any other information provided under the Bank Agreement to the agent
     thereunder or the banks that are a party thereto; and

     (vii)  with reasonable promptness, such other financial data as such
     Significant Holder may reasonably request.

Together with each delivery of financial statements required by clauses (i) and
(ii) above, the Company will deliver to each Significant Holder an Officer's
Certificate demonstrating (with computations in reasonable detail) compliance by
the Company and its Subsidiaries with the provisions of paragraphs 6A through
6F, inclusive, and stating that there exists no Event of Default or Default, or,
if any Event of Default or Default exists, specifying the nature and period of
existence thereof and what action the Company proposes to take with respect
thereto.  Together with each delivery of financial statements required by clause
(ii) above, the Company will deliver to each Significant Holder a certificate of
the accountants certifying such financial statements stating that, in making the
audit necessary for their report on such financial statements, they have
obtained no knowledge of any Event of Default or Default, or, if they have
obtained knowledge of any Event of Default or Default, specifying the nature and

                                      -6-

 
period of existence thereof.  Such accountants, however, shall not be liable to
anyone by reason of their failure to obtain knowledge of any Event of Default or
Default which would not be disclosed in the course of an audit conducted in
accordance with generally accepted auditing standards.

          The Company also covenants that immediately after any Responsible
Officer of the Company obtains knowledge of:

     (a)  an Event of Default or Default;

     (b)  a material adverse change in the financial condition, business or
          operations of the Company and its Subsidiaries, taken as a whole,

     (c)  the institution of legal proceedings against the Company and/or any
          Subsidiary, which has a reasonable possibility of materially adversely
          affecting the financial condition, business or operations of the
          Company and its Subsidiaries, taken as a whole or which in any manner
          draws into question the validity of or has a reasonable possibility of
          impairing the ability of the Company to perform its obligations under
          this Agreement or the Notes,

     (d)  receipt by the Company or any of its Subsidiaries from the holder(s)
          of any Indebtedness of the Company or any of its Subsidiaries (or from
          any trustee, agent, attorney or other party acting on behalf of such
          holder(s)) in an amount which, in the aggregate, exceeds $5,000,000,
          where such notice states or claims (i) the existence or occurrence of
          any default or event of default with respect to such Indebtedness
          under the terms of any indenture, loan or credit agreement, debenture,
          notice or other document evidencing or governing such Indebtedness, or
          (ii) the existence or occurrence of any event or condition which
          requires or permits holder(s) of any Indebtedness to exercise right
          under any Change in Control Provision;

     (e)  the occurrence of any other event that reasonably could impair the
          ability of the Company to meet its obligations hereunder;

     (f)  any of the following, which, individually or in the aggregate, could
          result in penalties, fines, claims or other liabilities in amounts in
          excess of $1,000,000: (i) Environmental Liabilities, (ii) pending or
          threatened Environmental Proceedings, (iii) Environmental Notices,
          (iv) Environmental Judgments and Orders, or (v) Environmental Releases
          at, on, in, under or in any way materially affecting the Properties;
          or

     (g)  the institution of any legal proceedings under the Bank Guaranty
          Agreement or a payment by any such Subsidiary or any Person on behalf
          of any such Subsidiary under the Bank Guaranty Agreement,

                                      -7-

 
the Company will deliver to each Significant Holder an Officer's Certificate
specifying the nature and period of existence thereof and what action the
Company has taken, is taking or proposes to take with respect thereto.

          5B.  INFORMATION REQUIRED BY RULE 144A.  The Company covenants that it
will, upon the request of the holder of any Note, provide such holder, and any
qualified institutional buyer designated by such holder, such financial and
other information as such holder may reasonably determine to be necessary in
order to permit compliance with the information requirements of Rule 144A under
the Securities Act in connection with the resale of Notes, except at such times
as the Company is subject to the reporting requirements of section 13 or 15(d)
of the Exchange Act.  For the purpose of this paragraph 5B, the term "qualified
institutional buyer" shall have the meaning specified in Rule 144A under the
Securities Act.

          5C.  INSPECTION OF PROPERTY.  The Company covenants that it will
permit any Person designated by any Significant Holder in writing, at such
Significant Holder's expense, to visit and inspect any of the properties of the
Company and its Subsidiaries, to examine the corporate books and financial
records of the Company and its Subsidiaries and make copies thereof or extracts
therefrom and to discuss the affairs, finances and accounts of any of such
corporations with the principal officers of the Company and its independent
public accountants, all at such reasonable times and as often as such
Significant Holder may reasonably request after reasonable notice.

          5D.  COVENANT TO SECURE NOTE EQUALLY.  The Company covenants that, if
it or any Subsidiary shall create or assume any Lien upon any of its property or
assets, whether now owned or hereafter acquired, other than Liens permitted by
the provisions of paragraph 6C (unless prior written consent to the creation or
assumption thereof shall have been obtained pursuant to paragraph 11C), it will
make or cause to be made effective provision whereby the Notes will be secured
by such Lien equally and ratably with any and all other Indebtedness thereby
secured so long as any such other Indebtedness shall be so secured.

          5E.  GUARANTEED OBLIGATIONS.  The Company covenants that if, at any
time, after the date hereof, it or any of its Subsidiaries incurs or permits to
exist any Indebtedness or other obligation (other than a performance bond or
like financial accommodation issued by a Subsidiary in the ordinary course or
business or letters of credit issued to support workers' compensation
liabilities) Guaranteed or collateralized in any other manner by any other

                                      -8-

 
Person, it will simultaneously cause such Person to execute and deliver to each
holder of any Note a guaranty agreement in form and substance reasonably
satisfactory to such holder guaranteeing payment of the principal amount of the
Notes and any premium and interest thereon, which bears the same ratio to the
total unpaid principal amount of the Notes as the amount of such other
obligation which is Guaranteed bears to the total unpaid principal amount of
such other obligation, or if such other obligation is collateralized, to
collateralize the Notes equally and ratably with such other obligation.

          5F.  MAINTENANCE OF INSURANCE.  The Company covenants that it and each
Subsidiary will maintain, with responsible insurers, insurance with respect to
its properties and business against such casualties and contingencies
(including, but not limited to, public liability, larceny, embezzlement or other
criminal misappropriation) and in such amounts as is customary in the case of
similarly situated corporations engaged in the same or similar businesses.

          5G.  MAINTENANCE OF CORPORATE EXISTENCE/COMPLIANCE WITH
LAW/PRESERVATION OF PROPERTY.  Except as allowed under paragraphs 6D and 6E, the
Company covenants that it and each Subsidiary will do or cause to be done all
things necessary to preserve, renew and keep in full force and effect the
corporate existence of the Company and its Subsidiaries (other than those
Subsidiaries not material to the financial condition, business or operations of
the Company and its Subsidiaries taken as a whole) and comply in all material
respects with all laws and regulations (including, without limitation, laws and
regulations relating to equal employment opportunity and employee safety)
applicable to it and its Subsidiaries, the failure with which to comply would
have a reasonable possibility of materially adversely affecting the business,
operations or financial condition of the Company and its Subsidiaries, taken as
a whole, at all times maintain, preserve and protect all material intellectual
property of the Company and its Subsidiaries, and preserve all the remainder of
its material property used or useful in the conduct of its business and keep the
same in good repair, working order and condition.

          5H.  COMPLIANCE WITH ENVIRONMENTAL LAWS.  The Company will, and will
cause each of its Subsidiaries to, comply in a timely fashion with, or operate
pursuant to valid waivers of the provisions of, all Environmental Requirements
including, without limitation, the emission of wastewater effluent, solid and
hazardous waste and air pollution, together with any other applicable
requirements for conducting, on a timely basis, periodic tests and monitoring
for contamination of ground water, surface water, air and land and for
biological toxicity of the aforesaid, and diligently comply with the regulations
(except to the extent such regulations are waived by appropriate governmental
authorities) of the Environmental Protection Agency or other relevant federal,
state or local governmental authority, except where the failure to do so would
not have a reasonable possibility of materially adversely affecting the
business, operations or financial condition of the Company and any of its

                                      -9-

 
Subsidiaries, taken as a whole.  To the fullest extent permitted by applicable
law, the Company agrees to indemnify and hold you, your officers, agents and
employees harmless from any loss, liability, claim or expense that you may incur
or suffer as a result of a breach by the Company or its Subsidiaries, as the
case may be, of this covenant.  The Company shall not be deemed to have breached
or violated this paragraph 5H if the Company or any Subsidiary of the Company is
challenging in good faith by appropriate proceedings diligently pursued the
application or enforcement of such Environmental Requirements for which adequate
reserves have been established in accordance with GAAP.

          5I.  NO INTEGRATION.  The Company covenants that it has taken and will
continue to take all necessary steps so that the issuance of the Notes have not
and will not require registration under the Securities Act.  The Company
covenants that no future offer and sale of debt securities of the Company of any
class will be made if, as a result of the doctrine of "integration", such offer
and sale would call into question the entitlement of the Notes to the exemption
from the registration requirements of the Securities Act.

          5J.  FINANCIAL REPORTS.  The Company will keep, and will cause each
Subsidiary to keep, proper books of record and account in which full and correct
entries will be made of all dealings or transactions of or in relation to the
business and affairs of the Company or such Subsidiary in accordance with GAAP
consistently applied (except for changes disclosed in the financial statements
furnished to you pursuant to paragraph 5A and concurred in by the independent
public accountants referred to in paragraph 5A).

          5K.  ADDITIONAL GUARANTORS AND COLLATERAL.  Promptly after (i) the
formation or acquisition (provided that nothing in this paragraph shall be
deemed to authorize the acquisition of any entity) of any Subsidiary not listed
on Schedule 5K, (ii) the domestication of any Foreign Subsidiary, or (iii) the
occurrence of any other event creating a new Subsidiary, the Company shall
execute and deliver, and cause to be executed and delivered (x) in the case of a
Foreign Subsidiary, if, in the reasonable opinion of the Company's accountants,
delivery of a Guaranty Agreement would cause the Company to be subject to tax on
the undistributed earnings and profits of such Subsidiary pursuant to Subpart F
of Part III, Subchapter N of the Internal Revenue Code, a Pledge Agreement with
respect to 49% of the capital stock of such Subsidiary if it is a Foreign
Subsidiary directly owned by the Company or a Subsidiary that is not, and is not
directly or indirectly controlled by, a Foreign Subsidiary, (y) a Guaranty
Agreement from each such Subsidiary that is not a Foreign Subsidiary whose stock
has been pledged to the extent and in accordance with subsection (x) hereof and
(z) a Contribution Agreement from each such Subsidiary, together with related

                                      -10-

 
documents with respect to such new Subsidiary (or the pledgor of its stock) of
the kind described in paragraphs 3C, 3G and 3H of the Original Note Agreement,
all in form and substance satisfactory to the Required Holder(s).

          6. NEGATIVE COVENANTS.

          6A. FINANCIAL COVENANTS. The Company covenants that it will not
permit, as of the last day of any fiscal quarter:

     (i)  the Fixed Charge Coverage Ratio to fall below 2.0:1.0;

     (ii) the Leverage Ratio to exceed 65%; or

     (iii)  the ratio of Funded Debt to Consolidated EBITDA (calculated for the
          immediately preceding four fiscal quarters ending on such date) to
          exceed 3.5:1.0.

The Company further covenants that Schedule 6A hereto sets forth the calculation
                                   -----------                                  
of the financial covenant amounts, ratios and percentages required by clauses
(i) through (iii) of this paragraph 6A, calculated as of September 30, 1995.

          6B.  INDEBTEDNESS.  Subject to compliance with paragraph 6A, the
Company covenants that it will not and not permit any Subsidiary to create,
incur, assume or suffer to exist any Indebtedness, other than:

     (a)  the Notes,

     (b)  Indebtedness otherwise outstanding on the Effective Date as set forth
          on Schedule 6B attached hereto;
             -----------                 

     (b)  unsecured current liabilities (other than liabilities for borrowed
          money or liabilities evidenced by promissory notes, bonds or similar
          instruments) incurred in the ordinary course of business;
 
     (c)  Indebtedness of the Company pursuant to the Bank Agreement and secured
          by Liens which are pari passu with the Liens securing the Notes and
                             ----------                                      
          the other Obligations hereunder and governed by the terms of the
          Intercreditor Agreement;

     (d)  Investments permitted by paragraph 6G hereof;

     (e)  Subordinated Debt which is unsecured and approved as to terms and
          conditions by the Required Holders;

                                      -11-

 
     (f)  Indebtedness of a Person which is acquired by or consolidated with a
          Consolidated Company as long as such Indebtedness is not obtained in
          contemplation of such acquisition; and

     (g)  additional Indebtedness not to exceed $30,000,000 at any one time
          outstanding.

          6C.  LIENS. The Company covenants that it will not and not permit any
Subsidiary to create, incur, assume or suffer to exist any Lien on any of its
property now owned or hereafter acquired to secure any Indebtedness other than:

     (a)  Liens existing on the Effective Date and disclosed on Schedule 6C and
                                                                -----------    
          Liens securing the Notes and other Obligations hereunder;

     (b)  Liens for taxes not yet due, and Liens for taxes or Liens imposed by
          ERISA which are being contested in good faith by appropriate
          proceedings and with respect to which adequate reserves are being
          maintained;

     (c)  statutory Liens of landlords and Liens of carriers, warehousemen,
          mechanics, materialmen and other Liens imposed by law created in the
          ordinary course of business for amounts not yet due or which are being
          contested in good faith by appropriate proceedings and with respect to
          which adequate reserves are being maintained;

     (d)  Liens incurred or deposits made in the ordinary course of business in
          connection with workers' compensation, unemployment insurance and
          other types of social security, or to secure the performance of
          tenders, statutory obligations, surety and appeal bonds, bids, leases,
          government contracts, performance and return-of-money bonds and other
          similar obligations (exclusive of obligations for the payment of
          borrowed money);

     (e)  Liens permitted by clause (c) of paragraph 6B;

     (f)  Liens (other than those permitted by paragraphs (a) through (e) of
          this paragraph 6C) encumbering assets having an Asset Value not
          greater than fifteen percent (15%) of Tangible Net Worth of the
          Company in the aggregate at any one time.

                                      -12-

 
          6D. MERGERS. ACQUISITIONS. DIVESTITURES. The Company covenants that it
will not and not permit any Subsidiary to:

     (a)  merge or consolidate with any other Person, except that the foregoing
          restrictions shall not be applicable to:

          (i)  mergers or consolidations of (x) any Subsidiary
               with any other Subsidiary which is a Guarantor or (y) any
               Subsidiary with the Company; or
 
          (ii) mergers or consolidations which result in
               Acquisitions of Persons engaged in businesses in which the
               Company is engaged on the Effective Date or substantially related
               thereto and as otherwise permitted by paragraph 6K of this
               Agreement;

          PROVIDED, that, before and after giving effect to any such merger or
          consolidations, (w) the Company is in compliance with paragraph 6A
          hereof; (x) no other Default or Event of Default exists hereunder; (y)
          in the event of such merger or consolidation, the surviving Person is
          a Consolidated Company and complies with paragraph 5K hereof, if
          applicable, and (z) the Company is the surviving corporation in
          connection with any merger or consolidation to which it is a party;

     (b)  sell or otherwise dispose of the capital stock of a Subsidiary of the
          Company except as permitted pursuant to clause (c) of paragraph 6E; or

     (c)  make or permit any Acquisition other than an Acquisition of Persons
          engaged in businesses in which the Company is engaged on the Effective
          Date or substantially related thereto and as otherwise permitted
          pursuant to paragraph 6K of this Agreement; provided that the Company
                                                      -------------            
          meets the conditions of (w), (x), (y) and (z) of clause (a)(ii) of
          this paragraph 6D.

          6E.  ASSET SALES.  The Company covenants that it will not and not
permit any Subsidiary to sell, lease or otherwise dispose of its accounts,
property, stock of its Subsidiaries or other assets; provided, however, that the
                                                     --------  -------          
foregoing restrictions on Asset Sales shall not be applicable to:

     (a)  sales of inventory in the ordinary course of business;

     (b)  sales of equipment or other personal property being replaced by other
          equipment or other personal property purchased as a capital
          expenditure item; or

     (c)  Asset Sales comprised of stock of Subsidiaries or all or substantially
          all of the assets of any Subsidiary where, on the date of execution of

                                      -13-

 
          a binding obligation to make such Asset Sale (provided that if the
          Asset Sale is not consummated within six (6) months of such execution,
          then on the date of consummation of such Asset Sale rather than on the
          date of execution of such binding obligation):

               (x) after giving effect to the proposed Asset Sale, the assets
               which are the subject of the proposed Asset Sale, together with
               all other such Asset Sales of the Consolidated Companies during
               the immediately preceding four fiscal quarters of the Company,
               did not generate twenty percent (20%) or more of Consolidated
               EBITDA during the then most recently ended four fiscal quarters
               of the Company; and

               (y) after giving effect to the proposed Asset Sale, the aggregate
               Asset Value of all such Asset Sales of the Consolidated Companies
               since the Closing Date would not exceed thirty (30%) of the Net
               Fixed Assets of the Company as determined as of the last day of
               the most recently ended fiscal quarter of the Company; or

     (d)  other Asset Sales (other than sales of capital stock of Subsidiaries
          or all or substantially all of the assets of any Subsidiary), where,
          on the date of execution of a binding obligation to make such Asset
          Sale (provided that if the Asset Sale is not consummated within six
          (6) months of such execution, then on the date of consummation of such
          Asset Sale rather than on the date of execution of such binding
          obligation), after giving effect to the proposed Asset Sale, the
          aggregate Asset Value of all Asset Sales made pursuant to this
          subparagraph (d) by the Consolidated Companies since the Closing Date
          would not exceed ten percent (10%) of the Company's Net Fixed Assets
          as of the last day of the most recently ended fiscal quarter of the
          Company;

     provided that notwithstanding the foregoing, no transaction pursuant to
     -------------                                                          
     clauses (c) or (d) above shall be permitted if any Default or Event of
     Default exists at the time of such transaction or would exist as a result
     of such transaction.

               Upon the consummation of the sale of any capital stock of a
     Subsidiary pursuant to subsection (c) above, which capital stock is pledged
     to the holders of the Notes, the holders of the Notes shall release the
     Lien upon such stock upon the request of the Company, subject to prior
     confirmation that such Lien will be contemporaneously released by the agent
     and banks under the Bank Agreement.

                                      -14-

 
          6F.  DIVIDENDS ETC.  The Company shall not (a) declare or pay any
dividend on any class of its stock, or (b) make any payment to purchase, redeem,
retire or acquire any Subordinated Debt or stock or any option, warrant, or
other right to acquire such Subordinated Debt or stock (each, a "Restricted
Payment"), other than:

               (i)  dividends payable solely in shares of any class of
                    its stock; and

               (ii) cash dividends declared and paid, and all other Restricted
                    Payments made, after December 31, 1994 in an aggregate
                    amount not to exceed fifty percent (50%) of Consolidated Net
                    Income earned during the period commencing on January 1,
                    1995 and ending on the last day of the most recently ended
                    fiscal quarter of the Company (such period to be treated as
                    one accounting period taking into account 100% of
                    Consolidated Net Loss during such period);

          provided, however, no such dividend or other Restricted Payment may be
          --------  -------                                                     
          declared or paid pursuant to clause (ii) above unless no Default or
          Event of Default exists at the time of such declaration or Restricted
          Payment, or would exist as a result of such declaration or Restricted
          Payment.

          6G. INVESTMENTS. LOANS ETC. The Company covenants that it will not and
not permit any Subsidiary to make, permit or hold any Investments other than:

     (a) Investments in Subsidiaries which are Guarantors under this Agreement,
     whether such Subsidiaries are Guarantors on the Closing Date or become
     Guarantors in accordance with paragraph 5K after the Closing Date;
                                                                       
     provided, however, nothing in this paragraph 6G shall be deemed to
     --------  -------                                                 
     authorize an Investment pursuant to this subsection (a) in any entity that
     is not a Guarantor prior to such Investment;

     (b) Investments in the following securities:

          (i) direct obligations of the United States or any agency thereof, or
          obligations guaranteed by the United States or any agency thereof, in
          each case supported by the full faith and credit of the United States
          and maturing within one year from the date of creation thereof;

          (ii) commercial paper maturing within one year from the date of
          creation thereof rated in the highest grade by a nationally recognized
          credit rating agency;

                                      -15-

 
          (iii) time deposits maturing within one year from the date of creation
          thereof with, including certificates of deposit issued by, any office
          located in the United States of any bank or trust company which is
          organized under the laws of the United States or any state thereof and
          has capital, surplus and undivided profits aggregating at least
          $500,000,000, including without limitation, any such deposits in
          Eurodollars issued by a foreign branch of any such bank or trust
          company;

          (iv) mid-term notes of corporations existing under the laws of the
          United States rated in the highest grade by a nationally recognized
          credit rating agency;

          (v) municipal "lower floater" bonds rated A or better (or backed by a
          letter of credit rated A or better) by a nationally recognized credit
          rating agency;

     (c) Investments made by Plans and Foreign Plans; and

     (d) Investments (other than those permitted by paragraphs (a) through (c)
     above), including loans to employees, officers and other Persons, in an
     aggregate amount not to exceed ten percent (10%) of Tangible Net Worth at
     any one time outstanding; provided that, Investments in Subsidiaries which
                               -------------                                   
     are not Guarantors are expressly prohibited by this paragraph 6G.

          6H. SALE AND LEASEBACK TRANSACTIONS. The Company covenants that it
will not and not permit any Subsidiary to sell or transfer any property, real or
personal, whether now owned or hereafter acquired, and thereafter rent or lease
such property or other property which any Consolidated Company intends to use
for substantially the same purpose or purposes as the property being sold or
transferred.

          6I. TRANSACTIONS WITH AFFILIATES. The Company covenants that it will
not and not permit any Subsidiary to:

     (a)  Enter into any material transaction or series of related transactions
          which in the aggregate would be material, whether or not in the
          ordinary course of business, with any Affiliate of any Consolidated
          Company (but excluding any Affiliate which is also a Consolidated
          Company), other than on terms and conditions substantially as
          favorable to such Consolidated Company as would be obtained by such
          Consolidated Company at the time in a comparable arm's-length
          transaction with a Person other than an Affiliate.

                                      -16-

 
     (b)  Convey or transfer to any other Person (including any other
          Consolidated Company) any real property, buildings, or fixtures used
          in the manufacturing or production operations of any Consolidated
          Company, or convey or transfer to any other Consolidated Company any
          other assets (excluding conveyances or transfers in the ordinary
          course of business) if at the time of such conveyance or transfer any
          Default or Event of Default exists or would exist as a result of such
          conveyance or transfer.

          6J.  PREPAYMENTS OF SUBORDINATED DEBT IN VIOLATION THEREOF. The
Company covenants that it will not and not permit any Subsidiary to, directly or
indirectly, prepay, purchase, redeem, retire, defease or otherwise acquire, or
make any optional payment on account of any principal of, interest on, or
premium payable in connection with any of its Subordinated Debt, in each case,
which is a violation of the subordination provisions of such Subordinated Debt.

          6K. CHANGES IN BUSINESS. The Company covenants that it will not and
not permit any Subsidiary to enter into any business which is substantially
different from that presently conducted by the Consolidated Companies taken as a
whole (which includes iron and aluminum foundry operations and machining);
provided that, the Company and the Consolidated Companies may make Acquisitions
- -------------                                                                  
of, and Investments in, (to the extent permitted by this Agreement) Persons
engaged in an unrelated business as long as the sum of (x) the amount expended
in connection with such Acquisitions since the Closing Date, and (y) the
aggregate outstanding Investments in such Persons (including any amount
committed by the Company or a Consolidated Company to be loaned to or otherwise
invested in such Person) does not exceed five percent (5%) of Tangible Net Worth
on any date of determination.

          6L. LIMITATION ON PAYMENT RESTRICTIONS AFFECTING CONSOLIDATED
COMPANIES. The Company covenants that it will not and not permit any Subsidiary
to create or otherwise cause or suffer to exist or become effective, any
consensual encumbrance or restriction on the ability of any Consolidated Company
to (i) pay dividends or make any other distributions on such Consolidated
Company's stock, or (ii) pay any indebtedness owed to the Company or any other
Consolidated Company, or (iii) transfer any of its property or assets to the
Company or any other Consolidated Company, except any consensual encumbrance or
restriction existing under the Related Documents or the "Credit Documents"
delivered under the Bank Agreement or as set forth on Schedule 6L.
                                                      ----------- 

                                      -17-

 
          6M. ACTIONS UNDER CERTAIN DOCUMENTS. The Company covenants that it
will not and not permit any Subsidiary to:

     (a)  Without the prior written consent of the Required Holders, modify,
          amend or supplement the Bank Agreement to (i) increase the interest
          rate thereunder, (ii) modify any requirement of prepayment or
          repayment thereunder which would make the requirement of prepayment
          more onerous, or (iii) make any more onerous any other provision
          thereof.

     (b)  Without the prior written consent of the Required Holders, modify,
          amend or supplement any agreement governing Subordinated Debt to (i)
          increase the principal amount of the indebtedness thereunder, (ii)
          increase the interest rate thereunder, (iii) modify any requirement of
          prepayment or repayment thereunder which would shorten the final
          maturity or average life of the indebtedness outstanding thereunder or
          make the requirement of prepayment more onerous, (iv) make any more
          onerous any other provision thereof, or (v) amend or modify the
          subordination provisions thereof.

          6N. ERISA. The Company covenants that it will not, nor permit any
Subsidiary to:

          (i) terminate or withdraw from any Plan so as to result in any
     material liability to the Pension Benefit Guaranty Corporation;

          (ii) engage in or permit any Person to engage in any prohibited
     transaction (as defined in Section 4975 of the Code) involving any Plan
     (other than a Multiemployer Plan) which would subject such Company or any
     Subsidiary to any material tax, penalty or other liability;

          (iii)  incur or suffer to exist any material accumulated funding
     deficiency (as defined in section 302 of ERISA and section 412 of the
     Code), whether or not waived, involving any Plan (other than a
     Multiemployer Plan); or

          (iv) allow or suffer to exist any risk or condition, which
     presents a material risk of incurring a material liability to the Pension
     Benefit Guaranty Corporation.

          6M.  FED REGULATIONS, ETC.  The Company covenants that it will not,
and shall not permit any Subsidiary or any agent acting on behalf of the Company
or any Subsidiary, to take any action which might cause this Agreement or the
Notes to violate or cause you to comply with Regulation G,  Regulation T or any
other regulation of the Board of Governors of the Federal Reserve System or to
violate the Exchange Act, in each case as in effect now or as the same may
hereafter be in effect.

                                      -18-

 
          6O.  ENVIRONMENTAL MATTERS.  The Company covenants that it will not,
and will not permit any Third Party to, use, produce, manufacture, process,
generate, store, dispose of, manage at, or ship or transport to or from the
Properties any Hazardous Materials except for Hazardous Materials used,
produced, released or managed in the ordinary course of business in compliance
with all applicable Environmental Requirements where the failure to do so would
not have a reasonable possibility of materially adversely affecting the
business, operations or financial condition of such Company or any Subsidiary
and except for Hazardous Materials released in amounts which do not require
remediation pursuant to applicable law or regulation, and which do not present
any potentially substantial danger to health, safety or the environment.

          6P.  ADDITIONAL NEGATIVE PLEDGES.  The Company covenants that it will
not, and will not permit any Subsidiary to, create or otherwise cause or suffer
to exist or become effective, directly or indirectly, any prohibition or
restriction on the creation or existence of any Lien upon any asset of any
Consolidated Company, other than (i) under this Agreement or the Bank Agreement
and (ii) pursuant to any requirement of applicable law or any regulatory
authority having jurisdiction over any of the Consolidated Companies.

          7.  EVENTS OF DEFAULT.

          7A.  ACCELERATION.  If any of the following events shall occur and be
continuing for any reason whatsoever (and whether such occurrence shall be
voluntary or involuntary or come about or be effected by operation of law or
otherwise):

               (i)  the Company defaults in the payment of any principal of or
     Yield-Maintenance Amount payable with respect to any Note when the same
     shall become due, either by the terms thereof or otherwise as herein
     provided; or

               (ii)  the Company defaults in the payment of any interest on any
     Note for more than 5 days after the date due; or

               (iii)  the Company or any Subsidiary defaults (whether as primary
     obligor or as guarantor or other surety) in any payment of principal of or
     interest on any other obligation for money borrowed (or any Capitalized
     Lease Obligation, any obligation under a conditional sale or other title
     retention agreement, any obligation issued or assumed as full or partial
     payment for property whether or not secured by a purchase money mortgage or
     any obligation under notes payable or drafts accepted representing
     extensions of credit) beyond any period of grace provided with respect
     thereto, or the Company or any Subsidiary fails to perform or observe any
     other agreement, term or condition contained in any agreement under which
     any such obligation is created (or if any other event thereunder or under
     any such agreement shall occur and be continuing) and the effect of such
     failure or other event is to cause, or to permit the holder or holders of

                                      -19-

 
     such obligation (or a trustee on behalf of such holder or holders) to
     cause, such obligation to become due (or to be repurchased by the Company
     or any Subsidiary) prior to any stated maturity, provided that the
                                                      --------         
     aggregate amount of all obligations as to which such a payment default
     shall occur and be continuing or such a failure or other event causing or
     permitting acceleration (or resale to the Company or any Subsidiary) shall
     occur and be continuing exceeds $5,000,000; provided further that
                                                 -------- -------     
     notwithstanding the foregoing, the Bank Agreement shall be governed by
     clause (xv) of this paragraph 7A; or

               (iv)  any representation or warranty made by the Company herein
     or any other Related Document or by the Company or any of its officers in
     any writing furnished in connection with or pursuant to this Agreement or
     any other Related Document or made by a Guarantor in the Subsidiary
     Guaranty Agreement shall be false in any material respect on the date as of
     which made; or

               (v)  the Company fails to perform or observe any agreement
     contained in paragraph 6; or

               (vi)  the Company fails to perform or observe any other
     agreement, term or condition contained herein and such failure shall not be
     remedied within 30 days after any Responsible Officer obtains actual
     knowledge thereof; or

               (vii)  the Company or any Subsidiary makes an assignment for the
     benefit of creditors or is generally not paying its debts as such debts
     become due; or

               (viii)  any decree or order for relief in respect of the Company
     or any Subsidiary is entered under any bankruptcy, reorganization,
     compromise, arrangement, insolvency, readjustment of debt, dissolution or
     liquidation or similar law, whether now or hereafter in effect (herein
     called the "BANKRUPTCY LAW"), of any jurisdiction; or

               (ix)  the Company or any Subsidiary petitions or applies to any
     tribunal for, or consents to, the appointment of, or taking possession by,
     a trustee, receiver, custodian, liquidator or similar official of the
     Company or any Subsidiary, or of any substantial part of the assets of the
     Company or any Subsidiary, or commences a voluntary case under the
     Bankruptcy Law of the United States or any proceedings (other than
     proceedings for the voluntary liquidation and dissolution of a Subsidiary)

                                      -20-

 
     relating to the Company or any Subsidiary under the Bankruptcy Law of any
     other jurisdiction; or

               (x)  any such petition or application is filed, or any such
     proceedings are commenced, against the Company or any Subsidiary and the
     Company or such Subsidiary by any act indicates its approval thereof,
     consent thereto or acquiescence therein, or an order, judgment or decree is
     entered appointing any such trustee, receiver, custodian, liquidator or
     similar official, or approving the petition in any such proceedings, and
     such order, judgment or decree remains unstayed and in effect for more than
     60 days; or

               (xi)  any order, judgment or decree is entered in any proceedings
     against the Company decreeing the dissolution of the Company and such
     order, judgment or decree remains unstayed and in effect for more than 60
     days; or

               (xii)  any order, judgment or decree is entered in any
     proceedings against the Company or any Subsidiary decreeing a split-up of
     the Company or such Subsidiary which requires the divestiture of assets
     representing a substantial part, or the divestiture of the stock of a
     Subsidiary whose assets represent a substantial part, of the consolidated
     assets of the Company and its Subsidiaries (determined in accordance with
     GAAP) or which requires the divestiture of assets, or stock of a
     Subsidiary, which shall have contributed a substantial part of the
     consolidated net income of the Company and its Subsidiaries (determined in
     accordance with GAAP) for any of the three fiscal years then most recently
     ended, and such order, judgment or decree remains unstayed and in effect
     for more than 60 days; or

               (xiii)  a final judgment or judgments, individually or in the
     aggregate, in an amount in excess of $5,000,000 shall be rendered against
     the Company or any Subsidiary and, within 60 days after entry thereof, such
     judgment is not discharged or execution thereof stayed pending appeal, or
     within 60 days after the expiration of any such stay, such judgment is not
     discharged;

               (xiv)  the Company or any ERISA Affiliate, in its capacity as an
     employer under Multiemployer Plan, makes a complete or partial withdrawal
     from such Multiemployer Plan resulting in the incurrence by such
     withdrawing employer of a withdrawal liability in an amount exceeding
     $1,000,000;

               (xv)  an (A) Event of Default shall occur under the Bank
     Agreement or (B) (i) event which with the passage of time or giving of

                                      -21-

 
     notice or both would constitute an Event of Default under the Bank
     Agreement shall occur or a condition to the availability of the commitment
     of the banks that are a party to the Bank Agreement to make loans has not
     been satisfied (unless the satisfaction of such condition has been waived
     or subsequently satisfied) and (ii) a majority of such banks shall fail to
     advance funds under the Bank Agreement; or

               (xvi)  the Company or any Subsidiary shall fail to comply with
     the terms of any Related Document to which it is a party beyond applicable
     grace periods, if any, specified in such Related Documents; or

               (xvii)  the Company or any Subsidiary or any other Person shall
     disavow or attempt to terminate the Subsidiary Guaranty Agreement or the
     Subsidiary Guaranty Agreement shall cease to be in full force and effect in
     whole or in part for any reason whatsoever; or

               (xviii)  the security interest granted pursuant to any Pledge
     Agreement shall fail at any time to constitute a first priority security
     interest in or assignment of the collateral described in such Pledge
     Agreement subject only to Liens permitted thereunder, or any Pledge
     Agreement shall cease to be in full force and effect in whole or in part
     for any reason whatsoever except as specified therein; or

               (xix)  (a) Any "person" or "group" (within the meaning of
     Sections 13(d) and 14(d)(2) of the Exchange Act) shall become the
     "beneficial owner(s)" (as defined in said Rule 13d-3) of more than fifty
     percent (50%) of the shares of the outstanding common stock of the Company
     entitled to vote for members of the Company's board of directors, (b) any
     event or condition shall occur or exist which, pursuant to the terms of any
     Change in Control Provision, requires or permits the holder(s) of
     Indebtedness of any Consolidated Company to require that such Indebtedness
     be redeemed, repurchased, defeased, prepaid or repaid, in whole or in part,
     or the maturity of such Indebtedness to be accelerated in any respect, or
     (c) John Doddridge or another Person possessing substantially equivalent
     qualifications, background, proven record of success in running a public
     company and ability shall cease to hold the position and actively carry out
     the duties of Chairman of the Board of Directors of the Company;

               (xx) If the Company shall at any time fail to own and control one
     hundred percent (100%) of the Voting Stock of any Credit Party or entity
     whose stock is pledged to the holders of the Notes, either directly or
     indirectly through a wholly-owned Subsidiary of the Company, except for (x)
     as a result of any Asset Sale permitted pursuant to paragraph 6E hereof,
     and (y) with respect to any Credit Party or Foreign Subsidiary whose stock

                                      -22-

 
     is pledged to the holders of the Notes after the Effective Date where the
     Company shall, directly or indirectly, maintain ownership and control of
     the percentage of Voting Stock owned and controlled as of the date such
     Person became a Credit Party hereunder or a Foreign Subsidiary or such
     greater percentage as shall thereafter be obtained, directly or indirectly
     by the Company;

     then (a) if such event is an Event of Default specified in clause (i) or
     ----                                                                    
     (ii) of this paragraph 7A, the holder of any Note (other than the Company
     or any of its Subsidiaries or Affiliates) may at its option, by notice in
     writing to the Company, declare such Note to be, and such Note shall
     thereupon be and become, immediately due and payable at par together with
     interest accrued thereon, without presentment, demand, protest or other
     notice of any kind, all of which are hereby waived by the Company,

     (b)  if such event is an Event of Default specified in any of clauses
     (viii), (ix) or (x) of this paragraph 7A with respect to the Company, all
     of the Notes at the time outstanding shall automatically become immediately
     due and payable at par together with interest accrued thereon, without
     presentment, demand, protest or notice of any kind, all of which are hereby
     waived by the Company, and

     (c)  if such event is not an Event of Default specified in clause (viii),
     (ix) or (x) of this paragraph 7A with respect to the Company, the Required
     Holder(s) may at its or their option, by notice in writing to the Company,
     declare all of the Notes to be, and all of the Notes shall thereupon be and
     become, immediately due and payable together with interest accrued thereon
     and together with the Yield-Maintenance Amount, if any, with respect to
     each Note, without presentment, demand, protest or other notice of any
     kind, all of which are hereby waived by the Company.

provided that the Yield-Maintenance Amount, if any, with respect to each Note
shall be due and payable upon such declaration only if (x) such event is an
Event of Default specified in any of clause (i) to (vi), inclusive, or clause
(xi) to (xviii), inclusive, of this paragraph 7A, (y) the Required Holder(s)
shall have given to the Company, at least 10 Business Days before such
declaration, written notice stating its or their intention so to declare the
Notes to be immediately due and payable and identifying one or more such Events
of Default whose occurrences on or before the date of such notice permits such
declaration and (z) one or more of the Events of Default so identified shall be
continuing at the time of such declaration.

          7B.  RESCISSION OF ACCELERATION.  At any time after any or all of the
Notes shall have been declared immediately due and payable pursuant to paragraph
7A, the Required Holder(s) may, by notice in writing to the Company, rescind and

                                      -23-

 
annul such declaration and its consequences if (i) the Company shall have paid
all overdue interest on the Notes, the principal of and Yield-Maintenance
Amount, if any, payable with respect to any Notes which have become due
otherwise than be reason of such declaration, and interest on such overdue
interest and overdue principal and Yield-Maintenance Amount at the rate
specified in the Notes, (ii) the Company shall not have paid any amounts which
have become due solely by reason of such declaration, (iii) all Events of
Default and Defaults, other than non-payment of amounts which have become due
solely by reason of such declaration, shall have been cured or waived pursuant
to paragraph 11C, and (iv) no judgment or decree shall have been entered for the
payment of any amounts due pursuant to the Notes or this Agreement.  No such
rescission or annulment shall extend to or affect any subsequent Event of
Default or Default or impair any right arising therefrom.

          7C.  NOTICE OF ACCELERATION OR RESCISSION.  Whenever any Note shall be
declared immediately due and payable pursuant to paragraph 7A or any such
declaration shall be rescinded and annulled pursuant to paragraph 7B, the
Company shall forthwith give written notice thereof to the holder of each Note
at the time outstanding.

          7D.  OTHER REMEDIES.  If any Event of Default or Default shall occur
and be continuing, the holder of any Note may proceed to protect and enforce its
rights under this Agreement and such Note by exercising such remedies as are
available to such holder in respect thereof under applicable law, either by suit
in equity or by action at law, or both, whether for specific performance of any
covenant or other agreement contained in this Agreement or in aid of the
exercise of any power granted in this Agreement.  No remedy conferred in this
Agreement upon the holder of any Note is intended to be exclusive of any other
remedy, and each and every such remedy shall be cumulative and shall be in
addition to every other remedy conferred herein or now or hereafter existing at
law or in equity or by statute or otherwise.

          8.  REPRESENTATIONS, COVENANTS AND WARRANTIES.  The Company
represents, covenants and warrants that the representations, covenants and
warranties contained in the Original Note Agreement, as in effect on December
11, 1992, were true, correct and complete as of December 11, 1992.

          9. REPRESENTATIONS OF THE PURCHASER. You represent as follows:

          9A.  NATURE OF PURCHASE.  You are not acquiring the Notes to be
purchased by you hereunder with a view to or for sale in connection with any
distribution thereof within the meaning of the Securities Act, provided that the
disposition of your property shall at all times be and remain within your
control.

                                      -24-

 
          9B.  SOURCE OF FUNDS.  No part of the funds being used by you to pay
the purchase price of the Notes being purchased by you hereunder constitutes
assets allocated to any separate account maintained by you.  For the purpose of
this paragraph 9B, the term "SEPARATE ACCOUNT" shall have the meaning specified
in section 3 of ERISA.

          10.  DEFINITIONS.  For the purpose of this Agreement, the terms
defined in the introductory sentence and in paragraphs 1 and 2 shall have the
respective meanings specified therein, and the following terms shall have the
meanings specified with respect thereto below:

          10A. YIELD-MAINTENANCE TERMS.

          "CALLED PRINCIPAL" shall mean, with respect to any Note, the principal
of such Note that is to be prepaid pursuant to paragraph 4B or is declared to be
immediately due and payable pursuant to paragraph 7A, as the context requires.

          "DISCOUNTED VALUE" shall mean, with respect to the Called Principal of
any Note, the amount obtained by discounting all Remaining Scheduled Payments
with respect to such Called Principal from their respective scheduled due dates
to the Settlement Date with respect to such Called Principal, in accordance with
accepted financial practice and at a discount factor (applied on the same
periodic basis as that on which interest on the Note is payable) equal to the
Reinvestment Yield with respect to such Called Principal.

          "REINVESTMENT YIELD" shall mean, with respect to the Called Principal
of any Note, the yield to maturity implied by (i) the yields reported, as of
10:00 A.M. (New York City time) on the Y-M Business Day next preceding the
Settlement Date with respect to such Called Principal, on the display designated
as "Page 678" on the Telerate (or such other display as may replace Page 678 on
the Telerate) for actively traded U.S. Treasury securities having a maturity
equal to the Remaining Average Life of such Called Principal as of such
Settlement Date, or if such yields shall not be reported as of such time or the
yields reported as of such time shall not be ascertainable, (ii) the Treasury
Constant Maturity Series yields reported, for the latest day for which such
yields shall have been so reported as of the Y-M Business Day next preceding the
Settlement Date with respect to such Called Principal, in Federal Reserve
Statistical Release H.15 (519) (or any comparable successor publication) for
actively traded U.S. Treasury securities having a constant maturity equal to the
Remaining Average Life of such Called Principal as of such Settlement Date.
Such implied yield shall be determined, if necessary, by (a) converting U.S.
Treasury Bill quotations to bond-equivalent yields in accordance with accepted
financial practice and (b) interpolating linearly between yields reported for
various maturities.

          "REMAINING-AVERAGE LIFE" shall mean, with respect to the Called
Principal of any Note, the number of years (calculated to the nearest one-
twelfth year) obtained by dividing (i) such Called Principal into (ii) the sum
of the products obtained by multiplying (a) each Remaining Scheduled Payment of
such Called Principal (but not of interest thereon) by (b) the number of years

                                      -25-

 
(calculated to the nearest one-twelfth year) which will elapse between the
Settlement Date with respect to such Called Principal and the scheduled due date
of such Remaining Scheduled Payment.

          "REMAINING SCHEDULED PAYMENTS" shall mean, with respect to the Called
Principal of any Note, all payments of such Called Principal and interest
thereon that would be used on or after the Settlement Date with respect to such
Called Principal if no payment of such Called Principal were made prior to its
scheduled due date.

          "SETTLEMENT DATE" shall mean, with respect to the Called Principal of
any Note, the date on which such Called Principal is to be prepaid pursuant to
paragraph 4B or is declared to be immediately due and payable pursuant to
paragraph 7A, as the context requires.

          "TELERATE" shall mean Telerate Services, Inc. or such other service as
you may select as a substitute therefor.

          "YIELD-MAINTENANCE AMOUNT" shall mean, with respect to any Note, an
amount equal to the excess, if any, of the Discounted Value of the Called
Principal of such Note over the sum of (i) such Called Principal plus (ii)
interest accrued thereon as of (including interest due on) the Settlement Date
with respect to such Called Principal.  The Yield-Maintenance Amount shall in no
event be less than zero.

          "Y-M BUSINESS DAY" shall mean any day other than a Saturday, Sunday or
a day on which commercial banks in New York City are required or authorized to
be closed.

          10B. OTHER TERMS.

          "ACQUISITION" shall mean any transaction, or any series of related
transactions, by which the Company and/or any of its Subsidiaries directly or
indirectly (a) acquires any ongoing business or all or substantially all of the
assets of any Person or division thereof, whether through purchase of assets,
merger or otherwise, (b) acquires (in one transaction or as the most recent

                                      -26-

 
transaction in a series of transactions) control of at least a majority in
ordinary voting power of the securities of a Person which have ordinary voting
power for the election of directors or (c) otherwise acquires control of a 50%
or more ownership interest in any such Person.

          "AFFILIATE" shall mean any Person directly or indirectly controlling,
controlled by, or under direct or indirect common control with, the Company,
except a Subsidiary.  A Person shall be deemed to control a corporation if such
Person possesses, directly or indirectly, the power to direct or cause the
direction of the management and policies of such corporation, whether through
the ownership of voting securities, by contract or otherwise.

          "ASSET SALE" shall mean any sale or other disposition (or a series of
related sales or other dispositions), including without limitation, loss,
damage, destruction or taking, by any Consolidated Company to any Person other
than a Consolidated Company, of any property or asset (including capital stock
but excluding the issuance and sale by the Company of its own capital stock)
having an aggregate Asset Value in excess of $500,000, other than sales or other
dispositions made in the ordinary course of business of any Consolidated
Company.

          "ASSET VALUE" shall mean, with respect to any property or asset of any
Consolidated Company as of any particular date, an amount equal to the greater
of (i) the then book value of such property or asset as established in
accordance with GAAP, and (ii) the then fair market value of such property or
asset as determined in good faith by the board of directors (or equivalent
governing body in the case of any Foreign Subsidiary) of such Consolidated
Company.

          "BANK AGREEMENT" shall mean that certain Second Amended and Restated
Credit Agreement dated as of February 23, 1996 among the Company, SunTrust Bank,
Atlanta, as Agent and the banks that are a party thereto, as it has been amended
as of the date hereof and as it may be further amended, modified or supplemented
from time to time in accordance with its terms.

          "BANK GUARANTY AGREEMENT" shall mean that certain Amended and Restated
Subsidiary Guaranty Agreement dated as of February 23, 1996 among certain
Subsidiaries of the Company and SunTrust Bank, Atlanta, as Agent under the Bank
Agreement, as it may be amended, modified or supplemented from time to time in
accordance with its terms.

          "BANKRUPTCY LAW" shall have the meaning specified in clause (viii) of
paragraph 7A.

                                      -27-

 
          "BUSINESS DAY" shall mean any day other than a Saturday, a Sunday or a
day on which commercial banks in New York City or Atlanta, Georgia are required
or authorized to be closed.

          "CAPITALIZED LEASE OBLIGATION" shall mean any rental obligation which,
under GAAP, would be required to be capitalized on the books of the Company or
any Subsidiary, taken at the amount thereof accounted for as indebtedness (net
of interest expense) in accordance with such principles.

          "CERCLA" shall mean the Comprehensive Environmental Response
Compensation and Liability Act.

          "CERCLIS" shall mean the Comprehensive Environmental Response
Compensation and Liability Inventory System established pursuant to CERCLA.

          "CHANGE IN CONTROL PROVISION" shall mean any term or provision
contained in any indenture, debenture, note, or other agreement or document
evidencing or governing Indebtedness of the Company evidencing debt or a
commitment to extend loans in excess of $5,000,000 which requires, or permits
the holder(s) of such Indebtedness of the Company to require that such
Indebtedness of the Company be redeemed, repurchased, defeased, prepaid or
repaid, either in whole or in part, or the maturity of such Indebtedness of the
Company to be accelerated in any respect, as a result of a change in ownership
of the capital stock of the Company or voting rights with respect thereto.

          "CODE" shall mean the Internal Revenue Code of 1986, as amended.

          "COLUMBUS NEUNKIRCHEN" shall mean Columbus Neunkirchen Foundry, GmbH,
a German corporation and an indirect, wholly owned subsidiary of the Company.

          "CONSOLIDATED COMPANIES" shall mean, collectively, the Company and all
of its Subsidiaries.

          "CONSOLIDATED EBIT" shall mean, for any fiscal period of the Company,
an amount equal to (A) the sum for such fiscal period of Consolidated Net Income
(Loss) and, to the extent deducted in determining such Consolidated Net Income
(Loss), provisions for (i) taxes based on income and (ii) Consolidated Interest
Expense, minus (B) any items of gain (or plus any items of loss) which were
         -----                           ----                              
included in determining such Consolidated Net Income (Loss) and were (x) not
realized in the ordinary course of business (whether or not classified as
"ordinary" by GAAP), (y) the result of any sale of assets, or (z) resulting from
minority investments, together in the case of (x), (y) or (z), any related
provision for taxes included in Consolidated Net Income (Loss) with respect
thereto.

                                      -28-

 
          CONSOLIDATED EBITDA" shall mean for any fiscal period of the Company,
an amount equal to the sum of Consolidated EBIT plus depreciation and
                                                ----                 
amortization expense to the extent deducted in determining Consolidated Net
Income (Loss), determined on a consolidated basis in accordance with GAAP.

          "CONSOLIDATED EBITR" shall mean, for any fiscal period of the Company,
an amount equal to the sum of Consolidated EBIT plus Consolidated Rental Expense
                                                ----                            
for such period.

          "CONSOLIDATED INTEREST EXPENSE" shall mean, for any fiscal period of
the Company, total interest expense of the Consolidated Companies (including
without limitation, interest expense attributable to capitalized leases in
accordance with GAAP, all commissions, discounts and other fees and charges owed
with respect to bankers acceptance financing, and total interest expense
(whether shown as interest expense or as loss and expenses on sale of
receivables) under a receivables purchase facility) determined on a consolidated
basis in accordance with GAAP.

          "CONSOLIDATED NET INCOME (LOSS)" shall mean, for any fiscal period of
the Company, the net income (or loss) of the Consolidated Companies on a
consolidated basis for such period (taken as a single accounting period)
determined in conformity with GAAP, but excluding therefrom (to the extent
otherwise included therein) (i) any income or loss of any Person accrued prior
to the date such Person becomes a Subsidiary of the Company or is merged into or
consolidated with any Consolidated Company or all or substantially all of such
Person's assets are acquired by any Consolidated Company, and (ii) the income of
any Consolidated Company to the extent that the declaration or payment of
dividends or similar distributions by such Consolidated Company of that income
is not at the time permitted by operation of the terms of its charter or any
agreement, instrument, judgment, decree, order, statute, rule or governmental
regulation.

          "CONSOLIDATED NET WORTH" shall mean, as of any date of determination,
Shareholders' Equity of the Company.

          "CONSOLIDATED RENTAL EXPENSE" shall mean, for any fiscal period of the
Company, the operating lease expense of the Consolidated Companies determined in
accordance with GAAP for leases with a term greater than one year, as disclosed
in the notes to the Company's consolidated financial statements of the
Consolidated Companies, determined on a consolidated basis in accordance with
GAAP.

          "CONTRIBUTION AGREEMENT" shall mean the Contribution Agreement
executed by each of the Guarantors dated as of the date hereof, substantially in
the form of Exhibit D, as it may be amended, modified or supplemented from time
to time in accordance with its terms.

                                      -29-

 
          "CREDIT PARTIES" shall mean, collectively, each of the Company, the
Guarantors, and every other Person who from time to time executes a Security
Document with respect to all or any portion of the Notes and the other
Obligations owed to the holders of the Notes hereunder.

          "DOMESTIC SUBSIDIARY" shall mean any Subsidiary organized under the
laws of the United States or a State thereof or the District of Columbia and
conducting substantially all of its business and making substantially all of its
sales in the United States or Canada.

          "EFFECTIVE DATE" shall have the meaning specified in paragraph 3.

          "ENVIRONMENTAL AUTHORITY" shall mean any foreign, federal, state,
local or regional government that exercises any form of jurisdiction or
authority under any Environmental Requirement.

          "ENVIRONMENTAL JUDGMENTS AND ORDERS" shall mean all judgments, decrees
or orders arising from or in any way associated with any Environmental
Requirements, whether or not entered upon consent or written agreement with an
Environmental Authority or other entity arising from or in any way associated
with any Environmental Requirement, whether or not incorporated in a judgment,
decree or order.

          "ENVIRONMENTAL LIABILITIES" shall mean any liabilities, whether
accrued or contingent, arising from or relating in any way to any Environmental
Requirements.

          "ENVIRONMENTAL NOTICES" shall mean any written communication from any
Environmental Authority stating possible or alleged noncompliance with or
possible or alleged liability under any Environmental Requirement, including
without limitation any complaints, citations, demands or requests from any
Environmental Authority for correction of any purported violation of any
Environmental Requirements or any investigation concerning any purported
violation of any Environmental Requirements.  Environmental Notices also shall
mean (i) any written communication from any private Person threatening
litigation or administrative proceedings against or involving the Company
relating to alleged violation of any Environmental Requirements and (ii) any
complaint, petition or similar documents filed by any private Person commencing
similar documents filed by any private Person commencing litigation or
administrative proceedings against or involving the Company relating to alleged
violation of any Environmental Requirements.

                                      -30-

 
          "ENVIRONMENTAL PROCEEDINGS" shall mean any judicial or administrative
proceedings arising from or in any way associated with any Environmental
Requirement.

          "ENVIRONMENTAL RELEASES" shall mean releases (as defined in CERCLA or
under any applicable state or local environmental law or regulation) of
Hazardous Materials.  Environmental Releases does not include releases for which
no remediation or reporting is required by applicable Environmental Requirements
and which do not present a danger to health, safety or the environment.

          "ENVIRONMENTAL REQUIREMENTS" shall mean any applicable local, state or
federal law, rule, regulation, permit, order, decision, determination or
requirement relating in any way to Hazardous Materials or to health, safety or
the environment.

          "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended.

          "ERISA AFFILIATE" shall mean any corporation which is a member of the
same controlled group of corporations as the Company within the meaning of
section 414(b) of the Code, or any trade or business which is under common
control with the Company within the meaning of Section 414(c) of the Code.

          "EVENT OF DEFAULT" shall mean any of the events specified in paragraph
7A, provided that there has been satisfied any requirement in connection with
such event for the giving of notice, or the lapse of time, or the happening of
any further condition, event or act, and "DEFAULT" shall mean any of such
events, whether or not any such requirement has been satisfied.

          "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended.

          "FASB 106" shall mean Financial Accounting Standards Board Statement
No. 106, as in effect on August 31, 1992, specifying applicable accounting
principles with respect to accrual of the expected cost of providing post
retirement benefits to employees or their dependents.

          "FIXED CHARGE COVERAGE RATIO" shall mean, as of the last day of any
fiscal quarter of the Company, the ratio of (A) Consolidated EBITR to (B) the
sum of the amounts of (i) Consolidated Interest Expense, and (ii) Consolidated
Rental Expense, in each case, calculated with respect to the immediately
preceding four fiscal quarters ending on such date.

                                      -31-

 
          "FOREIGN PLAN" shall mean any pension, profit sharing, deferred
compensation, or other employee benefit plan, program or arrangement maintained
by any Foreign Subsidiary which, under applicable local law, is required to be
funded through a trust or other funding vehicle, but shall not include any
benefit provided by a foreign government or its agencies.

          "FOREIGN SUBSIDIARY" shall mean each Consolidated Company that is
organized under the laws of a jurisdiction other than the United States of
America or any State thereof or the District of Columbia.

          "FUNDED DEBT" shall mean all Indebtedness for money borrowed,
Indebtedness evidenced or secured by purchase money Liens, capitalized leases,
conditional sales contracts and similar title retention debt instruments,
whether designated as long term or current debt under GAAP. The calculation of
Funded Debt shall include (i) all Funded Debt of the Consolidated Companies,
plus (ii) all Funded Debt of other Persons to the extent guaranteed by a
- ----                                                                    
Consolidated Company, to the extent supported by a letter of credit issued for
the account of a Consolidated Company, or as to which and to the extent which a
Consolidated Company or its assets otherwise have become liable for payment
thereof, plus (iii) the redemption amount with respect to the stock of any
         ----                                                             
Consolidated Company required to be redeemed during the next succeeding twelve
months.
 
          "GAAP" shall mean generally accepted accounting principles set forth
in the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment of
the accounting profession, which are applicable to the circumstances as of the
date of determination.

          "GUARANTEE" shall mean, with respect to any Person, any direct or
indirect liability, contingent or otherwise, of such Person with respect to any
indebtedness, lease, dividend or other obligation of another, including, without
limitation, any such obligation directly or indirectly guaranteed, endorsed
(otherwise than for collection or deposit in the ordinary course of business) or
discounted or sold with recourse by such Person, or in respect of which such
Person is otherwise directly or indirectly liable, including, without
limitation, any such obligation in effect guaranteed by such Person through any
agreement (contingent or otherwise) to purchase, repurchase or otherwise acquire
such obligation or any security therefor, or to provide funds for the payment or
discharge of such obligation (whether in the form of loans, advances, stock
purchases, capital contributions or otherwise), or to maintain the solvency or
any balance sheet or other financial condition of the obligor of such
obligation, or to make payment for any products, materials or supplies or for
any transportation or services regardless of the non-delivery or non-furnishing
thereof, in any such case if the purpose or intent of such agreement is to

                                      -32-

 
provide assurance that such obligation will be paid or discharged, or that any
agreements relating thereto will be complied with, or that the holders of such
obligation will be protected against loss in respect thereof.  The amount of any
Guarantee shall be equal to the outstanding principal amount of the obligation
guaranteed or such lesser amount to which the maximum exposure of the guarantor
shall have been specifically limited.

          "GUARANTORS" shall mean, collectively, Intermet Foundries, Inc.,
Columbus Foundries, Inc., Lynchburg Foundry Company, Ironton Iron, Inc.,
Northern Castings Corporation, Intermet International, Inc., Intermet Machining,
Inc., Commercial and Precision Machining, Inc., New River Castings Company,
Alexander City Casting Company, Inc. and all other Subsidiaries formed or
acquired after the Closing Date (other than those Foreign Subsidiaries permitted
to deliver Pledge Agreements pursuant to clause (x) of paragraph 5K), and their
respective successors and permitted assigns.

          "HAZARDOUS MATERIALS" shall mean (a) hazardous waste as defined in the
Resource Conservation and Recovery Act of 1976, or in any applicable federal,
state or local law or regulation, (b) hazardous substances, as defined in
CERCLA, or in any applicable state or local law or regulation, (c) gasoline, or
an other petroleum product or by-product, (d) toxic substances, as defined in
the Toxic Substances Control Act of 1976, or in any applicable federal, state or
local law or regulation or (e) insecticides, fungicides, or rodenticides, as
defined in the Federal Insecticide, Fungicide, and Rodenticide Act of 1975, or
in any applicable federal, state or local law or regulations, as each such Act,
statute or regulation may be amended from time to time.

          "INDEBTEDNESS" of any Person shall mean, without duplication (i) all
obligations of such Person which in accordance with GAAP would be shown on the
balance sheet of such Person as a liability (including, without limitation,
obligations for borrowed money and for the deferred purchase price of property
or services, and obligations evidenced by bonds, debentures, notes or other
similar instruments); (ii) all rental obligations under leases required to be
capitalized under GAAP; (iii) all Guaranties of such Person (including
contingent reimbursement obligations under undrawn letters of credit); (iv)
Indebtedness of others secured by any Lien upon property owned by such Person,
whether or not assumed; and (v) obligations or other liabilities under currency
contracts, interest rate hedging contracts, or similar agreements or
combinations thereof to the extent required to be disclosed in accordance with
GAAP.

          "INTERCREDITOR AGREEMENT" shall mean that certain Intercreditor
Agreement dated as of December 11, 1992 by and among the agent and banks party
to the Bank Agreement and The Prudential Insurance Company of America, as

                                      -33-

 
amended by that certain First Amendment to Intercreditor Agreement dated as of
August 21, 1995, as further amended by that certain Second Amendment to
Intercreditor Agreement, dated as of even date herewith or such later date as
shall be agreed to by the parties, as hereafter further amended, modified or
supplemented.

          "INVESTMENT" shall mean, when used with respect to any Person, any
direct or indirect advance, loan or other extension of credit (other than the
creation of receivables in the ordinary course of business) or capital
contribution by such Person (by means of transfers of property to others or
payments for property or services for the account or use of others, or
otherwise) to any Person, or any direct or indirect purchase or other
acquisition by such Person of, or of a beneficial interest in, capital stock,
partnership interests, bonds, notes, debentures or other securities issued by
any other Person, in each case, other than an Acquisition. Each Investment shall
be valued as of the date made; provided that any Investment or portion of an
Investment consisting of Debt shall be valued at the outstanding principal
balance thereof as of the date of determination.

          "LEVERAGE RATIO" shall mean, as of any date of determination, the
ratio, expressed as a percentage, of Funded Debt to Total Capitalization for the
Consolidated Companies.

          "LIEN" shall mean any mortgage, pledge, security interest,
encumbrance, lien (statutory or otherwise), any common law right of setoff or
banker's lien or charge of any kind (including any agreement to give any of the
foregoing, any conditional sale or other title retention agreement, any lease in
the nature thereof, and the filing of or agreement to give any financing
statement under the Uniform Commercial Code of any jurisdiction) or any other
type of preferential arrangement for the purpose, or having the effect, of
protecting a creditor against loss or securing the payment or performance of an
obligation.

          "MULTIEMPLOYER PLAN" shall mean any Plan which is a "multiemployer
plan" (as such term is defined in section 4001(a)(3) of ERISA).

          "NET FIXED ASSETS" shall mean, as of any date of determination, the
net property, plant and equipment of the Consolidated Companies determined in
accordance with GAAP and as reflected on the balance sheet of the Company.

          "OFFICER'S CERTIFICATE" shall mean a certificate signed in the name of
the Company by its President, one of its Vice Presidents or its Treasurer.

          "OBLIGATIONS" shall mean all amounts owing to the holders of the Notes
pursuant to the terms of this Agreement or any other Related Document, including
without limitation, all fees, expenses, indemnification and reimbursement

                                      -34-

 
payments, indebtedness, liabilities, and obligations of the Credit Parties,
direct or indirect, absolute or contingent, liquidated or unliquidated, now
existing or hereafter arising, together with all renewals, extensions,
modifications or refinancings thereof.

          "PERMITTED LIENS" shall mean those Liens expressly permitted by
paragraph 6C.

         "PERSON" shall mean and include an individual, a partnership, a joint
venture, a corporation, a trust, an unincorporated organization and a government
or any department or agency thereof.

          "PLAN" shall mean any "employee pension benefit plan" (as such term is
defined in section 3 of ERISA which is or has been established or maintained, or
to which contributions are or have been made, by the Company or any ERISA
Affiliate.

          "PLEDGE AGREEMENT" shall mean, collectively, (i) that certain Pledge
and Security Agreement executed in favor of the you in connection with the
Original Note Agreement providing for the grant of first-priority Liens on 66%
of the outstanding stock of Columbus Neunkirchen, and (ii) any other pledge
agreement providing for the grant of first priority Liens on the Pledged Stock.

          "PLEDGED STOCK" shall mean, collectively, 49% of the issued and
outstanding capital stock, together with all warrants, stock options, and other
purchase and conversion rights with respect to such capital stock, of all
Subsidiaries that are Foreign Subsidiaries directly owned by the Company and/or
owned by one or more other Subsidiaries organized in the United States (other
than Columbus Neunkirchen).

          "PROPERTIES" shall mean all real property owned, leased or otherwise
used or occupied by the Company or any Subsidiary, wherever located.

          "RELATED DOCUMENTS" shall mean this Agreement, any Note, any Pledge
Agreement, the Subsidiary Guaranty Agreement, the Contribution Agreement, the
Intercreditor Agreement and any document or instrument executed in connection
with any of the foregoing.

          "REQUIRED HOLDER(S)" shall mean the holder or holders of at least 66-
2/3% of the aggregate principal amount of the Notes from time to time
outstanding.

          "RESPONSIBLE OFFICER" shall mean the chief executive officer, chief
operating officer, chief financial officer or chief accounting officer of the
Company or any other officer of the Company involved principally in its
financial administration or its controllership function.

                                      -35-

 
          "SECURITY DOCUMENTS" shall mean, collectively, the Subsidiary Guaranty
Agreement, the Pledge Agreements, and each other guaranty agreement, mortgage,
deed of trust, security agreement, pledge agreement, or other security or
collateral document guaranteeing or securing the Notes and the other Obligations
owed to the holders of the Notes, as the same may be amended, restated, or
supplemented from time to time.

          "SECURITIES ACT" shall mean the Securities  Act of 1933, as amended.

          "SHAREHOLDERS' EQUITY" shall mean, with respect to any Person as at
any date of determination, shareholders' equity of such person plus charges
                                                               ----        
taken in conformity with FASB 106 prior to fiscal year-end 1993, determined on a
consolidated basis in conformity with GAAP.

          "SIGNIFICANT HOLDER" shall mean (i) you, so long as you shall hold (or
be committed under this Agreement to purchase) any Note, or (ii) any other
holder of at least 20% of the aggregate principal amount of the Notes from time
to time outstanding.

          "SUBORDINATED DEBT" shall mean other Indebtedness of the Company
subordinated to all Obligations of the Company or any other Credit Party arising
under this Agreement, the Notes, and the Security Documents on terms and
conditions satisfactory in all respects to the Required Holders, including
without limitation, with respect to interest rates, payment terms, maturities,
amortization schedules, covenants, defaults, remedies, and subordination
provisions, as evidenced by the written approval of the Required Holders.

          "SUBSIDIARY" shall mean, with respect to any Person, any corporation
or other entity (including, without limitation, partnerships, joint ventures,
and associations) regardless of its jurisdiction of organization or formation,
at least a majority of the total combined voting power of all classes of Voting
Stock or other ownership interests of which shall, at the time as of which any
determination is being made, be owned by such Person, either directly or
indirectly through one or more other Subsidiaries.

          "SUBSIDIARY GUARANTY AGREEMENT" shall mean the Guaranty Agreement
executed by each of the Guarantors in your favor, substantially in the form of
Exhibit C as it may be amended, restated or supplemented from time to time in
accordance with its terms.

                                      -36-

 
          "TANGIBLE NET WORTH" shall mean, as of any date of determination,
Consolidated Net Worth minus intangible assets of the Consolidated Companies, as
                       -----                                                    
determined in accordance with GAAP as of the last day of the most recent fiscal
quarter of the Company.

          "THIRD PARTY" shall mean all lessees, sublessees, licenses and other
users of the Properties, excluding those users of the Properties in the ordinary
course of the Company's business (consistent with its practices on December 11,
1992) and on a temporary basis.

          "TOTAL ASSETS" shall mean the total assets of the Consolidated 
Companies, determined in accordance with GAAP.

          "TOTAL CAPITALIZATION" shall mean, as of any date of determination,
the sum of Funded Debt and Consolidated Net Worth of the Consolidated Companies.

          "TRANSFEREE" shall mean any direct or indirect transferee of all or
any part of any Note purchased by you under this Agreement.

          "VOTING STOCK" shall mean, with respect to any corporation, any shares
of stock of such corporation whose holders are entitled under ordinary
circumstances to vote for the election of directors of such corporation
(irrespective of whether at the time stock of any other class or classes shall
have or might have voting power by reason of the happening of any contingency.

          10C.  ACCOUNTING PRINCIPLES, TERMS AND DETERMINATIONS.  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 paragraph
6, and elsewhere herein, 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
clause (i) of paragraph 8B unless and until the Company and the Required
Holder(s) enter into an agreement with respect thereto in accordance with
paragraph 11M.

     11.  MISCELLANEOUS.

                                      -37-

 
          11A.  NOTE PAYMENTS.  The Company agrees that, so long as you shall
hold any Note, it will make payments of principal of, interest on and any Yield-
Maintenance Amount payable with respect to such Note, which comply with the
terms of this Agreement, by wire transfer of immediately available funds for
credit (not later than 12:00 noon, New York City time, on the date due) to your
account or accounts as specified in the Purchaser Schedule attached hereto, or
such other account or accounts in the United States as you may designate in
writing, notwithstanding any contrary provision herein or in any Note with
respect to the place of payment.  You agree that, before disposing of any Note,
you will make a notation thereon (or on a schedule attached thereto) of all
principal payments previously made thereon and of the date to which interest
thereon has been paid.  The Company agrees to afford the benefits of this
paragraph 11A to any Transferee which shall have made the same agreement as you
have in this paragraph 11A.

          11B.  EXPENSES.  The Company agrees, whether or not the transactions
contemplated hereby shall be consummated, to pay, and save you and any
Transferee harmless against liability for the payment of, all out-of-pocket
expenses (including without limitation legal fees) arising in connection with
such transactions, including (i) all expenses incurred by you and any Transferee
in connection with the negotiation, preparation, execution, delivery and
administration of this Agreement or any other Related Document, including
without limitation, all stamp, intangibles, recording and other taxes, if any,
payable by you and/or any Transferee with respect to this Agreement or any other
Related Document and any subsequent proposed modification or waiver of, or
proposed consent under, this Agreement, whether or not such proposed
modification or waiver shall be effected or proposed consent granted, and (ii)
the costs and expenses, including attorneys' fees, actually incurred by you or
such Transferee in connection with the restructuring, refinancing or "work out"
of this Agreement or any other Related Document or the transactions contemplated
hereby or thereby or in enforcing (or determining whether or how to enforce) any
rights under this Agreement or the Notes or in responding to any subpoena or
other legal process or informal investigative demand issued in connection with
this Agreement or the transactions contemplated hereby or by reason of your or
any Transferee's having acquired any Note, including without limitation costs
and expenses incurred in any bankruptcy case.  The obligations of the Company
under this paragraph 11B shall survive the transfer of any Note or portion
thereof or interest therein by you or any Transferee and the payment of any
Note.

          11C.  CONSENT TO AMENDMENTS.  This Agreement may be amended, and the
Company may take action herein prohibited, or omit to perform any act herein
required to be performed by it, if the Company shall obtain the written consent
to such amendment, action or omission to act, of the Required Holder(s) except
that, without the written consent of the holder or holders of all Notes at the

                                      -38-

 
time outstanding, no amendment to this Agreement shall change the maturity of
any Note, or change the principal of, or the rate or time of payment of interest
on or any Yield-Maintenance Amount payable to any Note, or affect the time,
amount or allocation of any prepayments, or change the proportion of the
principal amount of the Notes required with respect to any consent, amendment,
waiver or declaration.  Each holder of any Note at the time or thereafter
outstanding shall be bound by any consent authorized by this paragraph 11C,
whether or not such Note shall have been marked to indicate such consent, but
any Notes issued thereafter may bear a notation referring to any such consent.
No course of dealing between the Company and the holder of any Note nor any
delay in exercising any rights hereunder or under any Note shall operate as a
waiver of any rights of any holder of such Note.  As used herein and in the
Notes, the term "this Agreement" and references thereto shall mean this
Agreement as it may from time to time be amended or supplemented.

          11D.  FORM, REGISTRATION, TRANSFER AND EXCHANGE OF NOTES; LOST NOTES.
The Notes are issuable as registered notes without coupons in denominations of
at least $100,000, except as may be necessary to reflect any principal amount
not evenly divisible by $100,000.  The Company shall keep at its principal
office a register in which the Company shall provide for the registration of
Notes and a record of transfers of the Notes.  Upon surrender for registration
of transfer of any Note at the principal office of the Company, the Company
shall, at its expense, execute and deliver one or more new Notes of like tenor
and of a like aggregate principal amount, registered in the name of such
transferee or transferees.  At the option of the holder of any Note, such Note
may be exchanged for other Notes of like tenor and of any authorized
denominations, of a like aggregate principal amount, upon surrender of the Note
to be exchanged at the principal office of the Company.  Whenever any Notes are
so surrendered for exchange, the Company shall, at its expense, execute and
deliver the Notes which the holder making the exchange is entitled to receive.
Every Note surrendered for registration of transfer or exchange shall be duly
endorsed, or be accompanied by a written instrument of transfer duly executed,
by the holder of such Note or such holder's attorney duly authorized in writing.
Any Note or Notes issued in exchange for any Note or upon transfer thereof shall
carry the rights to unpaid interest and interest to accrue which were carried by
the Note so exchanged or transferred, so that neither gain nor loss of interest
shall result from any such transfer or exchange.  Upon receipt of written notice
from the holder of any Note of the loss, theft, destruction or mutilation of
such Note and, in the case of any such loss, theft or destruction, upon receipt
of such holder's unsecured indemnity agreement, or in the case of any such
mutilation upon surrender and cancellation of such Note, the Company will make
and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or
mutilated Note.

                                      -39-

 
          11E.  PERSONS DEEMED OWNERS; PARTICIPATIONS.  Prior to due presentment
for registration of transfer, the Company shall treat the Person in whose name
any Note is registered as the owner and holder of such Note for the purpose of
receiving payment of principal of, interest on and any Yield-Maintenance Amount
payable with respect to such Note and for all other purposes whatsoever, whether
or not such Note shall be overdue, and the Company shall not be affected by
notice to the contrary.  Subject to the preceding sentence, the holder of any
Note may from time to time grant participations in such Note to any Person on
such terms and conditions as may be determined by such holder in its sole and
absolute discretion, provided that any such participation shall be in a
principal amount of at least $100,000 and any Yield-Maintenance Amount, unless
otherwise provided, shall be paid to the Registered Holder.

          11F.  SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.
All representations and warranties contained herein or made in writing by or on
behalf of the Company in connection herewith shall survive the execution and
delivery of this Agreement and the Notes, the transfer by you of any Note or
portion thereof or interest therein and the payment of any Note, and may be
relied upon by any Transferee, regardless of any investigation made at any time
by or on behalf of you or any Transferee.  Subject to the preceding sentence,
this Agreement and the Notes embody the entire agreement and understanding
between you and the Company and supersede all prior agreements and
understandings relating to the subject matter hereof.

          11G.  SUCCESSORS AND ASSIGNS.  All covenants and other agreements in
this Agreement and each Related Document contained by or on behalf of either of
the parties hereto shall bind and inure to the benefit of the respective
successors and assigns of the parties hereto (including, without limitation, any
Transferee) whether so expressed or not; provided, however, no Transferee shall
have any rights hereunder unless such Transferee has complied with the terms of
Section 12(g) of the Intercreditor Agreement.

          11H.  DISCLOSURE TO OTHER PERSONS.  The Company acknowledges that the
holder of any Note may deliver copies of any financial statements and other
documents delivered to such holder, and disclose any other information disclosed
to such holder, by or on behalf of the Company or any Subsidiary in connection
with or pursuant to this Agreement to (i) such holder's directors, officers,
employees, agents and professional consultants, (ii) any other holder of any
Note, (iii) any Person to which such holder offers to sell such Note or any part
thereof, (iv) any Person to which such holder sells or offers to sell a
participation in all or any part of such Note, (v) any Person from which such
holder offers to purchase any security Company, (vi) any federal or state
regulatory authority having jurisdiction over such holder, (vii) the National
Association of Insurance Commissioners or any similar organization or (viii) any
other Person to which such delivery or disclosure may be necessary or

                                      -40-

 
appropriate (a) in compliance with any law, rule, regulation or order applicable
to such holder, (b) in response to any subpoena or other legal process or
informal investigative demand or (c) in connection with any litigation to which
such holder is a party.

          11I.  NOTICES.  All written communications provided for hereunder
shall be sent by first class mail or nationwide overnight delivery (with charges
prepaid) and (i) if to you, addressed to you at the address specified for such
communications in the Purchaser Schedule attached hereto, or at such other
address as you shall have specified to the Company in writing, (ii) if to any
other holder of any Note, addressed to such other holder at such address as such
other holder shall have specified to the Company in writing or, if any such
other holder shall not have so specified an address to the Company, then
addressed to such other holder in care of the last holder of such Note which
shall have so specified an address to the Company, and (iii) if to the Company,
addressed to it at 5445 Corporate Drive, Troy, Michigan 48098, Telephone (810)
952-2500, Telecopy (810) 952-2501, Attention: Doretha Christoph, or at such
other address as the Company shall have specified to the holder of each Note in
writing; provided, however, that any such communication to the Company may also,
at the option of the holder of any Note, be delivered by any other shall mean
either the Company at its address specified above or to any officer of the
Company.

          11J.  PAYMENTS DUE ON NON-BUSINESS DAYS.  Anything in this Agreement
or the Notes to the contrary notwithstanding, any payment of principal of or
interest on any Note that is due on a date other than a Business Day shall be
made on that next succeeding Business Day.  If the date for any payment is
extended to the next succeeding Business Day by reason of the preceding
sentence, the period of such extension shall be included in the computation of
the interest payable on such Business Day.

          11K.  SATISFACTION REQUIREMENT.  If any agreement, certificate or
other writing, or any action taken or to be taken, is by the terms of this
Agreement required to be satisfactory to you or to the Required Holder(s), the
determination of such satisfaction shall be made by you or the Required
Holder(s), as the case may be, in the sole and exclusive judgment (exercised in
good faith) of the Person or Persons making such determination.

          11L.  INDEPENDENCE OF COVENANTS.  All covenants of the Companies or
any of them hereunder shall be of independent effect so that if a particular
action or condition is not permitted by any one of such covenants, the fact that
it would be permitted by an exception to, or otherwise be within the other
limitations of, another covenant, shall not avoid the occurrence of an Event of
Default of Default if such action is taken or condition exists.

                                      -41-

 
          11M.  CHANGE IN ACCOUNTING PRINCIPLES, FISCAL YEAR OR TAX LAWS.  If
any preparation of the financial statements referred to in paragraph 5A
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 Accounts (or successors thereto or
agencies with similar functions) result in a material change (other than changes
mandated by FASB 106) in the method of calculation of financial covenants,
standards or terms found in this Agreement, the Company and the Required
Holder(s) 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.

          11N.  SEVERABILITY.  Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

          11O.  DESCRIPTIVE HEADINGS.  The descriptive headings of the several
paragraphs of this Agreement are inserted for convenience only and to not
constitute a part of this Agreement.

          11P.  COUNTERPARTS.  This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one instrument.

          11Q.  GOVERNING LAW.  This Agreement shall be construed and enforced
in accordance with, and the rights of the parties shall be governed by, the law
of the State of New York.  THE COMPANY HEREBY SUBMITS TO THE JURISDICTION OF THE
SUPREME COURT OF THE STATE OF NEW YORK LOCATED IN NEW YORK COUNTY, NEW YORK AND
THE UNITED STATED DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND
IRREVOCABLY AGREES THAT, SUBJECT TO THE SOLE AND ABSOLUTE ELECTION OF THE
REQUIRED HOLDER(S), ALL ACTIONS OR PROCEEDING RELATING TO THIS AGREEMENT OR THE
NOTES MAY BE LITIGATED IN SUCH COURTS, AND THE COMPANY WAIVES ANY OBJECTION
WHICH IT MAY HAVE BASED ON IMPROPER VENUE OR FORUM NON CONVENIENS TO THE CONDUCT
OF ANY PROCEEDING IN ANY SUCH COURTS.

          11R. BANK AGREEMENT REFERENCES.  Each reference contained herein to a
Section of, Exhibit or Schedule to, the Bank Agreement shall be a reference to
such Section, Exhibit or Schedule as it existed on the Effective Date, without
giving effect to any deletion, amendment, waiver or other change thereto, unless
the Required Holders have consented in writing to such change.
 

                                      -42-

 
     If you are in agreement with the foregoing, please sign the form of
acceptance on the enclosed counterpart of this letter and return the same to the
Company, whereupon this letter shall become a binding agreement between the
Company and you.

                                         Very truly yours,

                                         INTERMET CORPORATION



                                         By: /s/ Doretha J. Christoph
                                            --------------------------- 
                                         Name: Doretha J. Christoph
                                         Title: Vice President-Finance


The foregoing Agreement is
hereby accepted as of the date
first above written.

THE PRUDENTIAL INSURANCE
  COMPANY OF AMERICA



By: /s/ Len Lillard
   --------------------------
Title: Second Vice President

                                      -43-

 
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933 AND MAY NOT BE OFFERED OR SOLD IN VIOLATION OF SUCH ACT.

                    8.05% SENIOR NOTE DUE DECEMBER 11, 2002

No. R-3                                                          March 11, 1996
$25,000,000

     FOR VALUE RECEIVED, the undersigned, INTERMET CORPORATION (herein called
the "Company"), a corporation organized and existing under the laws of the State
of Georgia, hereby promises to pay to The Prudential Insurance Company of
America, or registered assigns, the principal sum of TWENTY FIVE MILLION DOLLARS
on December 11, 2002, with interest (computed on the basis of a 360-day year--
30-day month) (a) on the unpaid principal balance thereof at the rate of 8.05%
per annum from the date hereof, payable quarterly on the 11th day of March,
June, September and December in each year, commencing with the March, June,
September or December next succeeding the date hereof, until the principal
hereof shall have become due and payable, and (b) on any overdue payment
(including any overdue prepayment) of principal, any overdue payment of interest
and any overdue payment of any Yield-Maintenance Amount (as defined in the Note
Agreement referred to below), payable quarterly as aforesaid (or, at the option
of the registered holder hereof, on demand), at a rate per annum from time to
time equal to the greater of (i) 10.05% or (ii) 2.0% over the rate of interest
publicly announced by Morgan Guaranty Trust Company of New York from time to
time in New York City as its Prime Rate.

     Payments of principal or interest on, and any Yield-Maintenance Amount
payable with respect to, this Note are to be made at the main office of Morgan
Guaranty Trust Company of New York in New York City or at such other place as
the holder hereof shall designate to the Company in writing, in lawful money of
the United States of America.

     This Note is one of a series of Senior Notes (herein called the "Notes")
issued pursuant to an Amended and Restated Note Agreement, dated as of March 21,
1996 (herein called the "Agreement"), between the Company and The Prudential
Insurance Company of America, and is entitled to the benefits thereof.

     This Note is a registered Note and, as provided in the Agreement, upon
surrender of this Note for registration of transfer, duly endorsed, or
accompanied by a written instrument of transfer duly executed, by the registered
holder hereof or such holder's attorney duly authorized in writing, a new Note
for a like principal amount will be issued to, and registered in the name of,
the transferee.  Prior to due presentment for registration of transfer, the
Company may treat the person in whose name this Note is registered as the owner
hereof for the

 
purpose of receiving payment and for all other purposes, and the Company shall
not be affected by any notice to the contrary.

     The Company agrees to make prepayments of principal on the dates and in the
amounts specified in the Agreement.  This Note is also subject to optional
prepayment, in whole or from time to time in part, on the terms specified in the
Agreement.

     In case an Event of Default, as defined in the Agreement, shall occur and
be continuing, the principal of this Note may be declared or otherwise become
due and payable in the manner and with the effect provided in the Agreement.

     This Note is intended to be performed in the State of New York and shall be
construed and enforced in accordance with the law of such State.  AS PROVIDED IN
PARAGRAPH 11Q OF THE AGREEMENT, THE COMPANY SUBMITS TO THE JURISDICTION OF THE
SUPREME COURT OF THE STATE OF NEW YORK LOCATED IN NEW YORK COUNTY, NEW YORK AND
THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK IN ANY
ACTION OR PROCEEDING RELATING TO THIS NOTE.


                                    INTERMET CORPORATION



                                    By: /s/ Doretha J. Christoph
                                       ---------------------------
                                    Name: Doretha J. Christoph
                                    Title: Vice President-Finance


                                       2