SIXTH AMENDMENT
TO DEBTOR-IN-POSSESSION
CREDIT AGREEMENT 






        This
SIXTH AMENDMENT TO DEBTOR-IN-POSSESSION CREDIT AGREEMENT (this
“Amendment”) is dated as of March 28, 2005 and entered into by and among
INTERMET CORPORATION, a Georgia corporation (“Company”),
THE SUBSIDIARIES OF COMPANY LISTED ON THE SIGNATURE PAGES HEREOF AS
BORROWERS (collectively, Company and such Subsidiaries of Company are
“Borrowers” and each a “Borrower”), THE BANK OF NOVA
SCOTIA, as Administrative Agent for the Lenders (“Administrative
Agent”) and as a Lead Lender, DEUTSCHE BANK TRUST COMPANY AMERICAS, as
Collateral Agent and Co-Agent for the Lenders (“Collateral Agent”) and as
a Lead Lender, and the undersigned Lenders, and is made with reference to that certain
Debtor-In-Possession Revolving Credit Agreement dated as of October 22, 2004 (as amended,
supplemented or otherwise modified to the date hereof, the “Credit
Agreement”), by and among Borrowers, the Lenders, Administrative Agent and
Collateral Agent. Capitalized terms used herein without definition shall have the same
meanings herein as set forth in the Credit Agreement. 



RECITALS 



        WHEREAS,
Borrowers and the undersigned Lenders desire to amend the Credit Agreement on the
terms and conditions set forth below; 



        NOW,
THEREFORE, in consideration of the premises and agreements, provisions and covenants
herein contained, the parties hereto agree as follows: 



	SECTION 1.  	AMENDMENTS
TO THE CREDIT AGREEMENT  






	 	  1.1  	Amendments
to Subsection 1.1.  






                             Subsection
1.1 of the Credit Agreement is hereby amended by inserting the following definitions in
appropriate alphabetical order: 



	 	        “CMD
Agreements” means the letter agreement and related indemnification letter
between Conway MacKenzie & Dunleavy and Borrowers, in the form delivered to Agents
pursuant to Section 3.3 of the Sixth Amendment.  







	 	        “PBGC
Foreign Subsidiary Liens” means Liens asserted by the PBGC prior to the Sixth
Amendment Effective Date against certain Foreign Subsidiaries and evidenced by the
financing statements filed by the PBGC prior to such date in the District of Columbia.  



















	 	        “Racine
Plant Sales” means, collectively, (i) the sale of certain equipment of the
Company’s Racine Machining plant, located in Racine, Wisconsin, to International
Truck & Engine Corporation for cash consideration in an aggregate amount not less
than $764,000, as approved by the Bankruptcy Court pursuant to the order delivered to
Agents pursuant to Section 3.3 of the Sixth Amendment, (ii) the sale of certain
equipment located at such Racine Machining plant to Amcan Consolidated Technologies
Corporation for cash consideration in an aggregate amount not less than $170,000, as
approved by the Bankruptcy Court pursuant to the order delivered to Agents pursuant to
Section 3.3 of the Sixth Amendment, (iii) the sale of certain equipment located
at such Racine Machining plant to ICG Casting, Inc. for cash consideration in an
aggregate amount not less than $75,000, as approved by the Bankruptcy Court pursuant to
the order delivered to Agents pursuant to Section 3.3 of the Sixth Amendment, (iv) the
sale of certain equipment located at such Racine Machining plant to Ford Motor Company,
or its designee, for cash consideration in an aggregate amount not less than $749,000, as
approved by the Bankruptcy Court pursuant to an order in form and substance reasonably
satisfactory to Agents, and (v) all sales (to Persons other than Borrowers and their
Affiliates) of other assets of Borrowers located at such Racine Machining plant and not
sold in the sales described in clauses (i) through (iv) of this definition, so long
as the consideration received by Borrowers in each such sale of other assets is
consistent with the value of such assets reflected in a reasonably current appraisal of
such assets and each such sale is approved by the Bankruptcy Court pursuant to an order
in form and substance reasonably satisfactory to Agents.  







	 	        “Lazard
Agreements” means the letter agreement and related indemnification letter
between Lazard Frères & Co. LLC and Borrowers, in the form delivered to Agents
pursuant to Section 3.3 of the Sixth Amendment.  







	 	        “Sixth
Amendment” means that certain Sixth Amendment to Debtor-In-Possession Credit
Agreement dated as of March 28, 2005 by and among Borrowers, Agents, Lead Lenders
and the Lenders party thereto.  







	 	        “Sixth
Amendment Effective Date” has the meaning assigned to that term in the Sixth
Amendment.  







	 	  1.2  	Amendment
to Subsection 2.10.  






                             Subsection
2.10 of the Credit Agreement is hereby amended by adding at the end thereof the following
new sentence: 



	 	
“Notwithstanding
anything to the contrary in this subsection 2.10, Borrowers, with the approval of the
Bankruptcy Court, may enter into the Lazard Agreements and the CMD Agreements.”. 






	 	  1.3  	Amendment
to Subsection 7.2.  






                             Subsection
7.2A of the Credit Agreement is hereby amended by (i) deleting the “and” at
the end of subsection (iii) thereof, (ii) deleting the “.” at the end of
subsection (iv) thereof and substituting therefor “; and”, and
(iii) adding at the end thereof the following new subsection (v): 







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“(v)     the
PBGC Foreign Subsidiary Liens.”.  






	 	  1.4  	Amendment
to Subsection 7.5.  






                             Subsection
7.5(ii) of the Credit Agreement is hereby amended by adding immediately prior to the
“;” at the end thereof the following: 



	 	
“and
payments made pursuant to and in accordance with the terms of the Lazard Agreements and
the CMD Agreements”. 






	 	  1.5  	Amendments
to Subsection 7.7.  






                             A.              Subsection
7.7(iv) of the Credit Agreement is hereby amended by deleting the           proviso
contained in clause (a) of such subsection in its entirety and
          substituting therefor the following::  





	 	
“,
provided that the Columbus Machinery Plant Sales and the Racine Plant Sales shall
not be required to be conducted as auctions under Section 363 of the Bankruptcy
Code”. 






                             B.              Subsection
7.7 of the Credit Agreement is hereby amended by adding at the end           thereof the
following new paragraph:  





	 	        “Borrowers
hereby agree that, except for sales of obsolete, worn-out or surplus property in the
ordinary course of business that do not require Bankruptcy Court approval and with respect
to which Borrowers do not receive proceeds in excess of $50,000 individually and $250,000
in the aggregate, (a) any sale of all or any part of Company’s assets relating
to the Racine Machining plant, located in Racine, Wisconsin, shall be considered an Asset
Sale for all purposes of this Agreement, and (b) all sales of or all or any part of
Company’s assets relating to any plant shut down or wound down after the Sixth
Amendment Effective Date shall be considered Asset Sales for all purposes of this
Agreement.  Upon
consummation of any Asset Sale after the Sixth Amendment Effective Date, Borrowers shall
deliver to Agents a certificate certifying the total amount of Net Asset Sale Proceeds
received from such Asset Sale and all Asset Sales preceding such Asset Sale consummated
after the Closing Date.”. 







	 	  1.6  	Amendment
to Subsection 8.6.  






                             A.              Subsection
8.6(a)(vii) of the Credit Agreement is hereby amended by adding           immediately
prior to the “;” at the end thereof the following proviso:  





	 	
“,
provided, however, that entry by the Bankruptcy Court of an order approving the
Lazard Agreements and the CMD Agreements shall not be an Event of Default under this
clause (vii)". 






                             B.              Subsection
8.6(b) of the Credit Agreement is hereby amended by adding           immediately prior to
the “;” at the end thereof the following proviso:  








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“,
provided, however, that the filing by Borrowers of a motion or motions with the
Bankruptcy Court for authority to enter into the Lazard Agreements and the CMD Agreements
shall not be an Event of Default under this clause (b)". 






	 	  1.7  	Amendment
to Subsection 8.9.  






                             Subsection
8.9 of the Credit Agreement is hereby amended by adding immediately prior to the
“;” contained therein the following new proviso: 



	 	
“,
and provided, further, that the assertion and filing of the PBGC Foreign Subsidiary Liens
shall not result in an Event of Default unless Company or any of its Subsidiaries shall
make payment on account of the obligations secured by the PBGC Foreign Subsidiary
Liens”. 






	SECTION 2.  	BORROWER’S
REPRESENTATIONS AND WARRANTIES  






                             In
order to induce the Lead Lenders and the Lenders to enter into this Amendment and to amend
the Credit Agreement in the manner provided herein, Borrowers represent and warrant to
each Lead Lender and Lender that the following statements are true, correct and complete: 



                             2.1    Corporate
Power and Authority.  Each Borrower has all requisite corporate power and authority to
enter into this Amendment and to carry out the transactions contemplated by, and perform
its obligations under, the Credit Agreement as amended by this Amendment (the “Amended
Agreement”).  





                             2.2     Authorization
of Agreements.  The execution and delivery of this Amendment has been duly authorized
by all necessary action on the part of each Borrower and the performance of the Amended
Agreement has been duly authorized by all necessary action on the part of each Borrower.  





                             2.3     No
Conflict.  The execution and delivery by each Borrower of this Amendment and the
performance by each Borrower of the Amended Agreement do not and will not (i) violate any
provision of any law or any governmental rule or regulation applicable to any Borrower or
any of its Subsidiaries, or the Organizational Documents of any Borrower or any of its
Subsidiaries or any order, judgment or decree of the Bankruptcy Court of any other
Government Authority binding on any Borrower or any of its Subsidiaries, (ii) conflict
with, result in a breach of or constitute (with due notice or lapse of time or both) a
default under any Contractual Obligation of any Borrower or any of its Subsidiaries or
any applicable order of the Bankruptcy Court, (iii) result in or require the
creation or imposition of any Lien upon any of the properties or assets of any Borrower
or any of its Subsidiaries (other than Liens created under any of the Loan Documents in
favor of Collateral Agent on behalf of the Lenders), or (iv) require any approval of
stockholders or any approval or consent of any Person under any Contractual Obligation of
any Borrower or any of its Subsidiaries.  





                             2.4     Governmental
Consents.  The execution and delivery by each Borrower of this Amendment and the
performance by each Borrower of the Amended Agreement do not and will not require any
Governmental Authorization.  








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                             2.5     Binding
Obligation.  This Amendment has been duly executed and delivered by each Borrower, and
each of this Amendment and the Amended Agreement is the legally valid and binding
obligations of each Borrower enforceable against each Borrower in accordance with its
respective terms.  





                             2.6     Incorporation
of Representations and Warranties From Credit Agreement.  The representations and
warranties contained in Section 5 of the Credit Agreement are and will be true,
correct and complete in all material respects on and as of the Sixth Amendment Effective
Date (as hereinafter defined) to the same extent as though made on and as of that date,
except to the extent such representations and warranties specifically relate to an
earlier date, in which case they were true, correct and complete in all material respects
on and as of such earlier date.  





                             2.7     Absence
of Default.  As of the date hereof after giving effect hereto, there exists no Event
of Default or Potential Event of Default under the Credit Agreement.  





                             2.8     Final
Borrowing Order.  The Final Borrowing Order is in full force and effect and has not
been stayed by the Bankruptcy Court or any other court of competent jurisdiction and has
not been reversed, vacated or otherwise modified after the entry thereof.  





	SECTION 3.  	CONDITIONS
TO EFFECTIVENESS  






                             Section
1 of this Amendment shall become effective on the first date (such date being referred to
herein as the “Sixth Amendment Effective Date”) on which each of
the following conditions shall have been satisfied:  





                             3.1     Payment
of Expenses.  Borrowers shall have paid in full all outstanding statements for fees
and expenses of each of Collateral Agent and Administrative Agent and their respective
experts and counsel (including, but not limited to, O’Melveny & Myers LLP,
Wachtell, Lipton, Rosen & Katz, Pepper Hamilton LLP and Capstone Corporate Recovery
LLC) to the extent submitted to Company prior to 12:00 Noon (New York City time) on March
28, 2005.  





                             3.2     Requisite
Approvals.  Borrowers and Requisite Lenders shall have each executed a counterpart
hereof, and Company and Agents shall have received written or telephonic notification of
such execution and authorization of delivery of such counterparts.  





                             3.3     Approved
Documents.  Borrowers shall have delivered to Agents (i) a correct and complete
copy of the order entered by the Bankruptcy Court regarding the Racine Plant Sales
described in clauses (i) through (iii) of the definition of the term “Racine
Plant Sales,” (ii) a correct and complete copy of the letter agreement and
related indemnification agreement to be entered into by between Lazard Frères & Co.
LLC and Company and its Subsidiaries, which agreements shall be satisfactory in form and
substance to Agents, and (iii) a correct and complete copy of the letter agreement
and related indemnification agreement to be entered into by between Conway MacKenzie &Dunleavy
and Company and its Subsidiaries, which agreements shall be satisfactory in form and
substance to Agents.  








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	SECTION 4.  	ACKNOWLEDGEMENT
AND CONSENT  






                             Each
Borrower hereby acknowledges that such Borrower has read this Amendment and consents to
the terms hereof and further hereby confirms and agrees that, notwithstanding the
effectiveness of this Amendment, the obligations of such Borrower under each of the Loan
Documents to which such Borrower is a party shall not be impaired and each of the Loan
Documents to which such Borrower is a party are, and shall continue to be, in full force
and effect and are hereby confirmed and ratified in all respects. 



	SECTION 5.  	MISCELLANEOUS  






                             5.1     Reference
to and Effect on the Credit Agreement and the Other Loan Documents. 





	 	                             A.     On
and after the Sixth Amendment Effective Date, each reference in the Credit
          Agreement to “this Agreement”, “hereunder”,           “hereof”,
“herein” or words of like import referring to the           Credit Agreement,
and each reference in the other Loan Documents to the           “Credit Agreement”,
“thereunder”, “thereof” or           words of like import referring
to the Credit Agreement shall mean and be a           reference to the Amended Agreement.  









	 	                             B.     Except
as specifically amended by this Amendment, the Credit Agreement and the           other
Loan Documents shall remain in full force and effect and are hereby           ratified
and confirmed.  









	 	                             C.     The
execution, delivery and performance of this Amendment shall not constitute a
          waiver of any provision of, or operate as a waiver of (or otherwise prejudice)
          any right, power or remedy of any Agent or any Lender under, the Credit
          Agreement or any of the other Loan Documents.  









                             5.2     Fees
and Expenses. Each Borrower acknowledges that all costs, fees and expenses as
described in subsection 10.2 of the Credit Agreement incurred by Administrative
Agent and Collateral Agent and their respective counsel (including, without limitation, O’Melveny
& Myers LLP, Wachtell, Lipton, Rosen & Katz, Pepper Hamilton LLP and Capstone
Corporate Recovery LLC) with respect to this Amendment and the documents and transactions
contemplated hereby shall be for the account of Borrowers.  





                             5.3     Headings.
Section and subsection headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment for any
other purpose or be given any substantive effect.  





                             5.4     Applicable
Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF
THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS
PRINCIPLES.  







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                             5.5     Counterparts.
This Amendment may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed and delivered shall be
deemed an original, but all such counterparts together shall constitute but one and the
same instrument; signature pages may be detached from multiple separate counterparts and
attached to a single counterpart so that all signature pages are physically attached to
the same document.  






[Remainder of page
intentionally left blank] 




























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        IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered by their respective officers thereunto duly authorized as of the date first
written above. 




        BORROWERS:  





		INTERMET CORPORATION



		By:   	/s/  Alan J. Miller 

			Name:  Alan J. Miller

Title:  Vice President












		ALEXANDER CITY CASTING COMPANY, INC.



		By:   	/s/  Alan J. Miller 

			Name:  Alan J. Miller

Title:  Vice President












		CAST-MATIC CORPORATION



		By:   	/s/  Alan J. Miller 

			Name:  Alan J. Miller

Title:  Vice President












		COLUMBUS FOUNDRY, L.P.



		By:   	/s/  Alan J. Miller 

			Name:  Alan J. Miller

Title:  Vice President












		DIVERSIFIED DIEMAKERS, INC.



		By:   	/s/  Alan J. Miller 

			Name:  Alan J. Miller

Title:  Vice President











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		GANTON TECHNOLOGIES INC.



		By:   	/s/  Alan J. Miller 

			Name:  Alan J. Miller

Title:  Vice President










		INTERMET HOLDING COMPANY



		By:   	/s/  Alan J. Miller 

			Name:  Alan J. Miller

Title:  Vice President










		INTERMET ILLINOIS, INC.



		By:   	/s/  Alan J. Miller 

			Name:  Alan J. Miller

Title:  Vice President










		INTERMET INTERNATIONAL, INC.



		By:   	/s/  Alan J. Miller 

			Name:  Alan J. Miller

Title:  Vice President










		INTERMET U.S. HOLDING, INC.



		By:   	/s/  Alan J. Miller 

			Name:  Alan J. Miller

Title:  Vice President













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		IRONTON IRON, INC.



		By:   	/s/  Alan J. Miller 

			Name:  Alan J. Miller

Title:  Vice President










		LYNCHBURG FOUNDRY COMPANY



		By:   	/s/  Alan J. Miller 

			Name:  Alan J. Miller

Title:  Vice President










		NORTHERN CASTINGS CORPORATION



		By:   	/s/  Alan J. Miller 

			Name:  Alan J. Miller

Title:  Vice President










		SUDBURY, INC.



		By:   	/s/  Alan J. Miller 

			Name:  Alan J. Miller

Title:  Vice President










		SUDM, INC.



		By:   	/s/  Alan J. Miller 

			Name:  Alan J. Miller

Title:  Vice President











		TOOL PRODUCTS, INC.



		By:   	/s/  Alan J. Miller 

			Name:  Alan J. Miller

Title:  Vice President










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		WAGNER CASTINGS COMPANY



		By:   	/s/  Alan J. Miller 

			Name:  Alan J. Miller

Title:  Vice President











		WAGNER HAVANA, INC.



		By:   	/s/  Alan J. Miller 

			Name:  Alan J. Miller

Title:   Vice President





























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        AGENTS
AND LENDERS:  






		THE BANK OF NOVA SCOTIA,

as Administrative Agent and as a Lead Lender and a Lender



		By:   	/s/  Ronald Dooley 

			Name:  Ronald Dooley

Title:  Director











		DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Collateral Agent and as a Lead Lender and a Lender



		By:   	/s/  Keith C. Braun 

			Name:  Keith C. Braun

Title:  Director











		DK ACQUISITION PARTNERS, LP,

as a Lender



		By:   	    

			Name:  

Title:  











		TRS CALLISTO LLC,

as a Lender



		By:   	    

			Name:  

Title:  














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