<PAGE>
                                                                  EXHIBIT 4.2(b)

                               GUARANTY AGREEMENT



         This FIRST AMENDED AND RESTATED GUARANTY AGREEMENT (this "Guaranty"),
dated as of July 17,2001, is made by ALEXANDER CITY CASTING COMPANY, INC., a
corporation organized and existing under the laws of the State of Alabama,
CAST-MATIC CORPORATION, a corporation organized and existing under the laws of
the State of Michigan, COLUMBUS FOUNDRY L.P., a limited partnership organized
and existing under the laws of the State of Delaware, DIVERSIFIED DIEMAKERS,
INC, a corporation organized and existing under the laws of the State of
Delaware, GANTON TECHNOLOGIES INC., a corporation organized and existing under
the laws of the State of Illinois, FRISBY P.M.C., INCORPORATED, a corporation
organized and existing under the laws of the State of Illinois, INTERMET HOLDING
COMPANY, a corporation organized and existing under the laws of the State of
Delaware, INTERMET INTERNATIONAL, INC., a corporation organized and existing
under the laws of the State of Georgia, IRONTON IRON INC., a corporation
organized and existing under the laws of the State of Ohio, LYNCHBURG FOUNDRY
COMPANY, a corporation organized and existing under the laws of the Commonwealth
of Virginia, NORTHERN CASTINGS CORPORATION, a corporation organized and existing
under the laws of the State of Georgia, SUDBURY, INC., a corporation organized
and existing under the laws of the State of Delaware, SUDM, INC., a corporation
organized and existing under the laws of the State of Michigan, TOOL PRODUCTS,
INC., a corporation organized and existing under the laws of the State of
Delaware, WAGNER CASTINGS COMPANY, a corporation organized and existing under
the laws of the State of Delaware and WAGNER HAVANA, INC., a corporation
organized and existing under the laws of the State of Delaware, and the other
subsidiaries of Intermet Corporation (the "Borrower") that execute and deliver a
supplement hereto from time to time (the foregoing Persons individually a
"Guarantor" and collectively the "Guarantors"), in favor of THE BANK OF NOVA
SCOTIA, a Canadian chartered bank acting through its Atlanta Agency (in such
capacity, the "Administrative Agent"), in its capacity as administrative and
collateral agent for the banks and other lending institutions parties to the
Term Loan Agreement (as hereinafter defined) and each assignee thereof becoming
a "Lender" as provided therein (the "Lenders"; the Lenders and the
Administrative Agent and their respective Affiliates being collectively referred
to herein as the "Guaranteed Parties").



                                                              Guaranty Agreement
<PAGE>
                              W I T N E S S E T H:

         WHEREAS, the Borrower, the Lenders, the Administrative Agent, Bank One,
Michigan, as Syndication Agent, and SunTrust Bank, as Documentation Agent have
entered into that certain First Amended and Restated Term Loan Agreement dated
as of July 17, 2001 (as the same may hereafter be amended, restated,
supplemented or otherwise modified from time to time, and including all
schedules, riders, and supplements thereto, the "Term Loan Agreement"; terms
defined therein and not otherwise defined herein being used herein as therein
defined);

         WHEREAS, the Borrower owns, directly or indirectly, all or a majority
of the outstanding Capital Securities of each of the Guarantors;

         WHEREAS, the Borrower and Guarantors share an identity of interest as
members of a consolidated group of companies engaged in substantially similar
businesses with the Borrower providing certain centralized financial, accounting
and/or management services to each of the Guarantors;

         WHEREAS, the Guarantors, the Lenders and the Administrative Agent are
parties to two Guaranty Agreements dated as of December 20, 1999 and March 3,
2000 with respect to the Existing Term Loan Agreements (the "Existing Guaranty
Agreements");

         WHEREAS, it is a condition precedent to the effectiveness of the Term
Loan Agreement that Guarantors execute and deliver this Guaranty, and Guarantors
desire to execute and deliver this Guaranty to satisfy such condition precedent;

         WHEREAS, the Guarantors, the Lenders and the Administrative Agent wish
to restate the Existing Guaranty Agreements in their entirety with the terms
contained herein; and

         WHEREAS, the Guarantors intend that this Guaranty not effect a
novation of their obligations under the Existing Guaranty Agreements, but merely
a restatement, and where applicable, an amendment to the terms governing such
obligations.

         NOW, THEREFORE, in consideration of the premises and in order to induce
the Guaranteed Parties to enter into and perform their obligations under the
Term Loan Agreement and the other Credit Documents, the Guarantors hereby
jointly and severally agree that the Existing Guaranty Agreements shall be
amended and restated in their entirety to read as follows:

         SECTION 1. GUARANTY. The Guarantors hereby jointly and severally,
irrevocably and unconditionally, guarantee the punctual payment when due,
whether at stated maturity, by acceleration or otherwise, of all Loans and all
other Obligations owing by the Borrower and its Subsidiaries to the Lenders or
the Administrative Agent or their respective Affiliates, or any of them, under
the Term Loan Agreement, the Notes and the other Credit Documents, including,
without limitation, all renewals, extensions, modifications and refinancings
thereof and all Cash Management Obligations, now or hereafter owing, whether for
principal, interest, fees, expenses


                                                              Guaranty Agreement
<PAGE>

or otherwise, and any and all reasonable out-of-pocket expenses (including
reasonable attorneys' fees actually incurred) and expenses incurred by the
Administrative Agent in enforcing any rights under this Guaranty (the
"Guaranteed Obligations"), including without limitation, all interest which, but
for the filing of a petition in bankruptcy with respect to the Borrower, would
accrue on any principal portion of the Guaranteed Obligations. Any and all
payments by the Guarantors hereunder shall be made free and clear of and without
deduction for any set-off, counterclaim, or withholding so that, in each case,
each Guaranteed Party will receive, after giving effect to any Taxes (as such
term is defined in the Term Loan Agreement, but excluding Taxes imposed on
overall net income of the Guaranteed Party to the same extent as excluded
pursuant to the Term Loan Agreement), the full amount that it would otherwise be
entitled to receive with respect to the Guaranteed Obligations (but without
duplication of amounts for Taxes already included in the Guaranteed
Obligations). The Guarantors acknowledge and agree that this is a guarantee of
payment when due, and not of collection, and that this Guaranty may be enforced
up to the full amount of the Guaranteed Obligations without proceeding against
the Borrower, against any security for the Guaranteed Obligations, against any
other Guarantor or under any other guaranty covering any portion of the
Guaranteed Obligations.

         SECTION 2. GUARANTY ABSOLUTE. The Guarantors guarantee that the
Guaranteed Obligations will be paid strictly in accordance with the terms of the
Credit Documents, regardless of any law, regulation or order now or hereafter in
effect in any jurisdiction affecting any of such terms or the rights of any
Guaranteed Party with respect thereto: The liability of each Guarantor under
this Guaranty shall be absolute and unconditional in accordance with its terms
and shall remain in full force and effect without regard to, and shall not be
released, suspended, discharged, terminated or otherwise affected by, any
circumstance or occurrence whatsoever, including, without limitation, the
following (whether or not such Guarantor consents thereto or has notice
thereof):

                  (a) any change in the time, place or manner of payment of, or
         in any other term of, all or any of the Guaranteed Obligations, any
         waiver, indulgence, renewal, extension, amendment or modification of,
         or addition, consent or supplement to, or deletion from, or any other
         action or inaction under or in respect of, the Term Loan Agreement, the
         other Credit Documents, or any other documents, instruments or
         agreements relating to the Guaranteed Obligations or any other
         instrument or agreement referred to therein or any assignment or
         transfer of any thereof;

                  (b) any lack of validity or enforceability of the Term Loan
         Agreement, the other Credit Documents, or any other document,
         instrument or agreement referred to therein or any assignment or
         transfer of any thereof;

                  (c) any furnishing to the Guaranteed Parties of any additional
         security for the Guaranteed Obligations, or any sale, exchange, release
         or surrender of, or realization on, any security for the Guaranteed
         Obligations;




                                                              Guaranty Agreement
<PAGE>

                  (d) any settlement or compromise of any of the Guaranteed
         Obligations, any security therefor, or any liability of any other party
         with respect to the Guaranteed Obligations, or any subordination of the
         payment of the Guaranteed Obligations to the payment of any other
         liability of the Borrower;

                  (e) any bankruptcy, insolvency, reorganization, composition,
         adjustment, dissolution, liquidation or other like proceeding relating
         to any Guarantor or the Borrower, or any action taken with respect to
         this Guaranty by any trustee or receiver, or by any court, in any such
         proceeding;

                  (f) any nonperfection of any security interest or lien on any
         collateral, or any amendment or waiver of, consent to, or departure
         from, any guaranty or security for all or any of the Guaranteed
         Obligations;

                  (g) any application of sums paid by the Borrower or any other
         Person with respect to the Obligations of the Borrower to the
         Guaranteed Parties, regardless of what Obligations of the Borrower
         remain unpaid;

                  (h) any act or failure to act by any Guaranteed Party which
         may adversely affect a Guarantor's subrogation rights, if any, against
         the Borrower to recover payments made under this Guaranty; and

                  (i) any other circumstance which might otherwise constitute a
         defense available to, or a discharge of, any Guarantor.

If claim is ever made upon any Guaranteed Party for repayment or recovery of any
amount or amounts received in payment or on account of any of the Guaranteed
Obligations, and any Guaranteed Party repays all or part of said amount by
reason of (a) any judgment, decree or order of any court or administrative body
having jurisdiction over such Guaranteed Party or any of its property, or (b)
any settlement or compromise of any such claim effected by such Guaranteed Party
with any such claimant (including the Borrower or a trustee in bankruptcy for
the Borrower), then and in such event the Guarantors agree that any such
judgment, decree, order, settlement or compromise shall be binding on it,
notwithstanding any revocation hereof or the cancellation of the Term Loan
Agreement, the other Credit Documents, or any other instrument evidencing any
liability of the Borrower, and the Guarantors shall be and remain liable to such
Guaranteed Party for the amounts so repaid or recovered to the same extent as if
such amount had never originally been paid to such Guaranteed Party.

         SECTION 3. WAIVER. The Guarantors hereby waive notice of acceptance of
this Guaranty, notice of any Obligations to which it may apply, and further
waive presentment, demand of payment, protest, notice of dishonor or nonpayment
of any such Obligations, suit or taking of other action by the Guaranteed
Parties against, and any other notice to, the Borrower or any other party liable
with respect to the Guaranteed Obligations (including the Guarantors or any
other Person executing a guaranty of the obligations of the Borrower).


                                                              Guaranty Agreement
<PAGE>

         SECTION 4. WAIVER OF SUBROGATION CONTRIBUTION. NO Guarantor will
exercise any rights against the Borrower which it may acquire by way of
subrogation or contribution, by any payment made hereunder or otherwise and each
of the Guarantors hereby expressly waives any claim, right or remedy which the
Guarantors may now have or hereafter acquire against the Borrower that arises
hereunder and/or from the performance by the Guarantors hereunder, including,
without limitation, any claim, right or remedy of any Guaranteed Party against
the Borrower or any security which any Guaranteed Party now has or hereafter
acquires, whether or not such claim, right or remedy arises in equity, under
contract, by statute, under color of law or otherwise unless and until the
Guaranteed Obligations have been indefeasibly paid in full.

         In the event that any Guarantor (the "Funding Guarantor") shall make
any payment or payments under this Guaranty or shall suffer any loss as a
result of any realization upon any collateral granted by it to secure its
obligations hereunder, each other Guarantor (each, a "Contributing Guarantor")
hereby agrees to contribute to the Funding Guarantor an amount equal to such
Contributing Guarantor's pro rata share of such payment or payments made, or
losses suffered, by such Funding Guarantor determined by reference to the ratio
of (a) the dollar amount of the percentage of each such Contributing Guarantor's
Net Assets (without giving effect to any right to receive any contribution or
subrogation or obligation to make any contribution hereunder), to (b) the sum of
the Net Assets of all Guarantors (including the Funding Guarantor) hereunder
(without giving effect to any right to receive contribution or subrogation
hereunder or any obligation to make any contribution hereunder); provided, that
the Contributing Guarantor shall not be obligated to make any such payment to
the Funding Guarantor if the Contributing Guarantor is not solvent at the time
of such contribution or if the Contributing Guarantor would be rendered not
solvent as a result thereof. Nothing in this Section shall affect each
Guarantor's several liability for the entire amount of the Guaranteed
Obligations, subject only to the limitations set forth in Section 15. For the
purposes of this Section 4, (x) the "Net Assets" of any Guarantor shall mean the
highest amount, as of any Determination Date, by which (A) the aggregate present
fair saleable value of the assets of such Guarantor exceeds (B) the amount of
all the debts and liabilities of such Guarantor (including contingent,
subordinated, unmatured and unliquidated liabilities, but excluding the
obligations of such Guarantor hereunder), and (y) "Determination Date" shall
mean each of (1) the First Restatement Date, (2) the date of commencement of a
case under the Bankruptcy Code in which a Guarantor is a debtor, and (3) the
date enforcement hereunder is sought with respect to such Guarantor. Each
Funding Guarantor covenants and AGREES that its right to receive any
contribution from any Contributing Guarantor hereunder shall be subordinated and
junior in right of payment in full of all of the Guaranteed Obligations.

         SECTION 5. SEVERABILITY. Any provision of this Guaranty 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.

                                                              Guaranty Agreement
<PAGE>

         SECTION 6. AMENDMENTS. ETC. No amendment or waiver of any provision of
this Guaranty nor consent to any departure by a Guarantor therefrom shall in any
event be effective unless the same shall be in writing executed by the
Administrative Agent.

         SECTION 7. NOTICES. All notices and other communications provided for
hereunder shall be given in the manner specified in the Term Loan Agreement (i)
in the case of the Administrative Agent, at the address specified for the
Administrative Agent in the Term Loan Agreement, and (ii) in the case of the
Guarantors, at the respective addresses specified for such Guarantors in this
Guaranty.

         SECTION 8. NO WAIVER: REMEDIES. No failure on the part of the
Administrative Agent or other Guaranteed Parties to exercise, and no delay in
exercising, any right hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise of any right hereunder preclude any other or further
exercise thereof or the exercise of any other right. No notice to or demand on
any Guarantor in any case shall entitle such Guarantor to any other further
notice or demand in any similar or other circumstances or constitute a waiver of
the rights of the Administrative Agent or other Guaranteed Parties to any other
or further action in any circumstances without notice or demand. The remedies
herein provided are cumulative and not exclusive of any remedies provided by
law.

         SECTION 9. RIGHT OF SET OFF. In addition to and not in limitation of
all rights of offset that the Administrative Agent or other Guaranteed Parties
may have under applicable law, the Administrative Agent and the other Guaranteed
Parties shall, upon the occurrence of any Event of Default and whether or not
the Administrative Agent or other Guaranteed Parties have made any demand or
the Guaranteed Obligations are matured, have the right to appropriate and apply
to the payment of the Guaranteed Obligations, all deposits of any Guarantor
(general or special, time or demand, provisional or final) then or thereafter
held by and other indebtedness or property, then or thereafter owing by the
Administrative Agent or other Guaranteed Parties to any Guarantor, whether or
not related to this Guaranty or any transaction hereunder. The Guaranteed
Parties shall promptly notify the relevant Guarantor of any offset hereunder.

         SECTION 10. CONTINUING GUARANTY; TRANSFER OF OBLIGATIONS. This Guaranty
is a continuing guaranty and shall (i) remain in full force and effect until
payment in full of the Guaranteed Obligations and all other amounts payable
under this Guaranty and the termination of the Commitments, (ii) be binding upon
each Guarantor, its successors and assigns, and (iii) inure to the benefit of
and be enforceable by the Administrative Agent, its successors, transferees and
assigns, for the benefit of the Guaranteed Parties.

         SECTION 11. GOVERNING LAW: APPOINTMENT OF AGENT FOR SERVICE OF PROCESS;
SUBMISSION TO JURISDICTION: WAIVER OF JURY TRIAL.

         (a) THIS GUARANTY WILL BE DEEMED TO BE A CONTRACT MADE UNDER AND
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK



                                                              Guaranty Agreement
<PAGE>
(INCLUDING FOR SUCH PURPOSE SECTION 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS
LAW OF THE STATE OF NEW YORK).

         (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTY OR
OTHERWISE RELATED HERETO MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK
OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND,
BY EXECUTION AND DELIVERY OF THIS GUARANTY, EACH GUARANTOR HEREBY CONSENTS, FOR
ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE JURISDICTION OF THE AFORESAID
COURTS SOLELY FOR THE PURPOSE OF ADJUDICATING ITS RIGHTS OR THE RIGHTS OF THE
ADMINISTRATIVE AGENT AND OTHER GUARANTEED PARTIES WITH RESPECT TO THIS GUARANTY
OR ANY DOCUMENT RELATED HERETO. EACH GUARANTOR HEREBY IRREVOCABLY DESIGNATES
UNITED STATES CORPORATION COMPANY AS THE DESIGNEE, APPOINTEE AND AGENT OF SUCH
GUARANTOR TO RECEIVE, FOR AND ON BEHALF OF SUCH GUARANTOR, SERVICE OR PROCESS IN
SUCH JURISDICTION IN ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
GUARANTY, OR ANY DOCUMENT RELATED HERETO AND SUCH SERVICE SHALL BE DEEMED
COMPLETED THIRTY DAYS AFTER MAILING THEREOF TO SAID AGENT. IT IS UNDERSTOOD THAT
A COPY OF SUCH PROCESS SERVED ON SUCH AGENT WILL BE PROMPTLY FORWARDED BY SUCH
LOCAL AGENT AND BY THE SERVER OF PROCESS BY MAIL TO THE RESPECTIVE GUARANTOR AT
ITS ADDRESS SET FORTH HEREIN, BUT THE FAILURE OF SUCH GUARANTOR TO RECEIVE SUCH
COPY SHALL NOT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, AFFECT IN ANY WAY THE
SERVICE OF SUCH PROCESS. EACH GUARANTOR HEREBY IRREVOCABLY WAIVES ANY OBJECTION,
INCLUDING, WITHOUT LIMITATION. ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON
THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
BRINGING OF ANY ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS IN RESPECT
OF THIS GUARANTY OR ANY DOCUMENT RELATED THERETO. NOTHING HEREIN SHALL AFFECT
THE RIGHT OF THE ADMINISTRATIVE AGENT TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST
ANY GUARANTOR IN ANY OTHER JURISDICTION. TO THE EXTENT THAT ANY GUARANTOR HAS OR
HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY
LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT,
ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS
PROPERTY, SUCH GUARANTOR HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT
PERMITTED BY LAW SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS GUARANTY
AND THE OTHER CREDIT DOCUMENTS TO WHICH IT IS A PARTY.

         (c) TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH GUARANTOR HEREBY
IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY IN


                                                              Guaranty Agreement
<PAGE>

ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN CONNECTION WITH THIS
GUARANTY OR ANY OTHER CREDIT DOCUMENT OR ANY MATTER ARISING IN CONNECTION
HEREUNDER OR THEREUNDER. EACH GUARANTOR ACKNOWLEDGES AND AGREES THAT IT HAS
RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER
PROVISION OF EACH OTHER CREDIT DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS
PROVISION IS A MATERIAL INDUCEMENT FOR SUCH GUARANTOR ENTERING INTO THE CREDIT
DOCUMENTS.

         SECTION 12. SUBORDINATION OF THE BORROWER'S OBLIGATIONS TO THE
GUARANTORS. As an independent covenant, each Guarantor hereby expressly
covenants and agrees for the benefit of the Administrative Agent and other
Guaranteed Parties that all obligations and liabilities of the Borrower to such
Guarantor of whatsoever description including, without limitation, all
intercompany receivables of such Guarantor from the Borrower ("Junior Claims")
shall be subordinate and junior in right of payment to all Obligations of the
Borrower to the Administrative Agent and other Guaranteed Parties under the
terms of the Term Loan Agreement and the other Credit Documents and the
"Obligations" of the Borrower to the "Administrative Agent" and other
"Guaranteed Parties" under the terms of the Revolving Credit Agreement and the
other "Credit Documents" (all as defined in the Revolving Credit Agreement),
which are pari passu ("Senior Claims").

         If an Event of Default shall occur, then, unless and until such Event
of Default shall have been cured, waived, or shall have ceased to exist, no
direct or indirect payment (in cash, property, securities, by setoff or
otherwise) shall be made by the Borrower to any Guarantor on account of or in
any manner in respect of any Junior Claim except such payments and distributions
the proceeds of which shall be applied to the payment of Senior Claims on a pro
rata basis.

         In the event of a Proceeding (as hereinafter defined), all Senior
Claims shall first be paid in full before any direct or indirect payment or
distribution (in cash, property, securities, by setoff or otherwise) shall be
made to any Guarantor on account of or in any manner in respect of any Junior
Claim except such payments and distributions the proceeds of which shall be
applied to the payment of Senior Claims. For the purposes of the previous
sentence, "Proceeding" means the Borrower or any Guarantor shall commence a
voluntary case concerning itself under the Bankruptcy Code or any other
applicable bankruptcy laws; or any involuntary case is commenced against the
Borrower or any Guarantor: or a custodian (as defined in the Bankruptcy Code or
any other applicable bankruptcy laws) is appointed for, or takes charge of, all
or any substantial part of the property of the Borrower or any Guarantor, or the
Borrower or any Guarantor commences any other proceedings under any
reorganization arrangement, adjustment of debt, relief of debtor, dissolution,
insolvency or liquidation or similar law of any jurisdiction whether now or
hereafter in effect relating to the Borrower or any Guarantor, or any such
proceeding is commenced against the Borrower or any Guarantor, or the Borrower
or any Guarantor is adjudicated insolvent or bankrupt; or any order of relief or
other order approving any such case or proceeding is entered; or the Borrower or
any Guarantor suffers any


                                                              Guaranty Agreement
<PAGE>
appointment of any custodian or the like for it or any substantial part of its
property; or the Borrower or any Guarantor makes a general assignment for the
benefit of creditors; or the Borrower or any Guarantor shall fail to pay, or
shall state that it is unable to pay, or shall be unable to pay, its debts
generally as they become due; or the Borrower or any Guarantor shall call a
meeting of its creditors with a view to arranging a composition or adjustment of
its debts; or the Borrower or any Guarantor shall by any act or failure to act
indicate its consent to, approval of or acquiescence in any of the foregoing; or
any corporate action shall be taken by the Borrower or any Guarantor for the
purpose of effecting any of the foregoing.

         In the event any direct or indirect payment or distribution is made to
a Guarantor in contravention of this Section 12, such payment or distribution
shall be deemed received in trust for the benefit of the Administrative Agent
and other Guaranteed Parties and shall be immediately paid over to the
Administrative Agent for application against the Guaranteed Obligations in
accordance with the terms of the Term Loan Agreement.

         Each Guarantor agrees to execute such additional documents as the
Administrative Agent may reasonably request to evidence the subordination
provided for in this Section 12.

         SECTION 13. JUDGMENT CURRENCY. (a) The Guarantors' obligations
hereunder to make payments in a particular currency (the "Obligation Currency")
shall not be discharged or satisfied by any tender or recovery pursuant to any
judgment expressed in or converted into any currency other than the Obligation
Currency, except to the extent that such tender or recovery results in the
effective receipt by the Guaranteed Parties of the full amount of the Obligation
Currency expressed to be payable under this Guaranty or the Term Loan Agreement.
If for the purpose of obtaining or enforcing judgment against any Guarantor in
any court or in any jurisdiction, it becomes necessary to convert into or from
any currency other than the Obligation Currency (such other currency being
hereinafter referred to as the "Judgment Currency") an amount due in the
Obligation Currency, the conversion shall be made, at the currency equivalent
determined, in each case, as on the Business Day immediately preceding the day
on which the judgment is given (such Business Day being hereafter referred to as
the "Judgment Currency Conversion Date").

         (b) If there is a change in the rate of exchange prevailing between the
Judgment Currency Conversion Date and the date of actual payment of the amount
due, the Guarantors covenant and agree to pay, or cause to be paid, such
additional amounts, if any (but in any event not a lesser amount), as may be
necessary to ensure that the amount paid in the Judgment Currency, when
converted at the rate of exchange prevailing on the date of payment, will
produce the amount of the Obligation Currency which could have been purchased
with the amount of Judgment Currency stipulated in the judgment or judicial
award at the rate of exchange prevailing on the Judgment Currency Conversion
Date.

         (c) For purposes of determining the currency equivalent for this
Section, such amounts shall include any premium and costs payable in connection
with the purchase of the Obligation Currency.

                                                              Guaranty Agreement
<PAGE>
         SECTION 14. AUTOMATIC ACCELERATION IN CERTAIN EVENTS. Upon the
occurrence of an Event of Default specified in Section 8.07 of the Term Loan
Agreement, all Guaranteed Obligations shall automatically become immediately due
and payable by the Guarantors, without notice or other action on the part of the
Administrative Agent or other Guaranteed Parties, and regardless of whether
payment of the Guaranteed Obligations by the Borrower has then been accelerated.
In addition, if any event of the types described in Section 8.07 of the Term
Loan Agreement should occur with respect to any Guarantor, then the Guaranteed
Obligations shall automatically become immediately due and payable by such
Guarantor, without notice or other action on the part of the Administrative
Agent or other Guaranteed Parties, and regardless of whether payment of the
Guaranteed Obligations by the Borrower has then been accelerated.

         SECTION 15. SAVINGS CLAUSE. (a) It is the intent of each Guarantor and
the Guaranteed Parties that each Guarantor's maximum obligations hereunder shall
be, but not in excess of

                  (i) in a case or proceeding commenced by or against such
         Guarantor under the Bankruptcy Code on or within the year from the date
         on which any of the Guaranteed Obligations are incurred, the maximum
         amount which would not otherwise cause the Guaranteed Obligations (or
         any other obligations of such Guarantor to the Guaranteed Parties) to
         be avoidable or unenforceable against such Guarantor under (A) Section
         548 of the Bankruptcy Code or (B) any state fraudulent transfer or
         fraudulent conveyance act or statute applied in such case or proceeding
         by virtue of Section 544 of the Bankruptcy Code: or

                  (ii) in a case or proceeding commenced by or against such
         Guarantor under the Bankruptcy Code subsequent to one year from the
         date on which any of the Guaranteed Obligations are incurred, the
         maximum amount which would not otherwise cause the Guaranteed
         Obligations (or any other obligations of the Guarantor to the
         Guaranteed Parties) to be avoidable or unenforceable against such
         Guarantor under any state fraudulent transfer or fraudulent conveyance
         act or statute applied in any such case or proceeding by virtue of
         Section 544 of the Bankruptcy Code; or

                  (iii) in a case or proceeding commenced by or against such
         Guarantor under any law, statute or regulation other than the
         Bankruptcy Code (including, without limitation, any other bankruptcy,
         reorganization, arrangement, moratorium, readjustment of debt,
         dissolution, liquidation or similar debtor relief laws), the maximum
         amount which would not otherwise cause the Guaranteed Obligations (or
         any other obligations of such Guarantor to the Guaranteed Parties) to
         be avoidable or unenforceable against such Guarantor under such law,
         statute or regulation including, without limitation, any state
         fraudulent transfer or fraudulent conveyance act or statute applied in
         any such case or proceeding.

(The substantive laws under which the possible avoidance or unenforceability of
the Guaranteed Obligations (or any other obligations of such Guarantor to the
Guaranteed Parties) shall be


                                                              Guaranty Agreement
<PAGE>
determined in any such case or proceeding shall hereinafter be referred to as
the "Avoidance Provisions").

                  (b) To the end set forth in Section 15(a), but only to the
         extent that the Guaranteed Obligations would otherwise be subject to
         avoidance under the Avoidance Provisions, if such Guarantor is not
         deemed to have received valuable consideration, fair value or
         reasonably equivalent value for the Guaranteed Obligations, or if the
         Guaranteed Obligations would render the Guarantor insolvent, or leave
         the Guarantor with an unreasonably small capital to conduct its
         business, or cause the Guarantor to have incurred debts (or to have
         intended to have incurred debts) beyond its ability to pay such debts
         as they mature, in each case as of the time any of the Guaranteed
         Obligations are deemed to have been incurred under the Avoidance
         Provisions and after giving effect to contribution as among Guarantors,
         the maximum Guaranteed Obligations for which such Guarantor shall be
         liable hereunder shall be reduced to that amount which, after giving
         effect thereto, would not cause the Guaranteed Obligations (or any
         other obligations of such Guarantor to the Guaranteed Parties), as so
         reduced, to be subject to avoidance under the Avoidance Provisions.
         This Section 15(b) is intended solely to preserve the rights of the
         Guaranteed Parties hereunder to the maximum extent that would not cause
         the Guaranteed Obligations of any Guarantor to be subject to avoidance
         under the Avoidance Provisions, and neither such Guarantor nor any
         other Person shall have any right or claim under this Section 15 as
         against the Guaranteed Parties that would not otherwise be available to
         such Person under the Avoidance Provisions.

         (c) None of the provisions of this Section 15 are intended in any
manner to alter the obligations of any holder of Subordinated Debt or the rights
of the holders of "senior indebtedness" as provided by the terms of the
Subordinated Debt. Accordingly, it is the intent of each of the Guarantors that
in the event that any payment or distribution is made with respect to the
Subordinated Debt prior to the payment in full of the Guaranteed Obligations by
virtue of the provisions of this Section 15, in any case or proceeding of the
kinds described in clauses (i)-(iii) of Section 15(a), the holders of the
Subordinated Debt shall be obligated to pay or deliver such payment or
distribution to or for the benefit of the Guaranteed Parties. Furthermore, in
respect of the Avoidance Provisions, it is the intent of each Guarantor that the
subrogation rights of the holders of Subordinated Debt with respect to the
obligations of the Guarantor under this Guaranty, be subject in all respects to
the provisions of Section 15(b).

         SECTION 16. INFORMATION. Each of the Guarantors assumes all
responsibility for being and keeping itself informed of the Borrower's financial
condition and assets, and of all other circumstances bearing upon the risk of
nonpayment of the Guaranteed Obligations and the nature, scope and extent of the
risk that such Guarantor assumes and incurs hereunder, and agrees that none of
the Guaranteed Parties will have any duty to advise any of the Guarantors of
information known to it or any of them regarding such circumstances or risks.





                                                              Guaranty Agreement

<PAGE>
         SECTION 17. REPRESENTATIONS AND WARRANTIES. Each Guarantor represents
and warrants as to itself that all representations and warranties relating to it
contained in Sections 5.01 through 5.06 of the Term Loan Agreement are true and
correct.

         SECTION 18. SURVIVAL OF AGREEMENT. All agreements, representations and
warranties made herein shall survive the execution and delivery of this Guaranty
and the Term Loan Agreement, the making of the Loans and the execution and
delivery of the Notes and the other Credit Documents.

         SECTION 19. COUNTERPARTS. This Guaranty and any amendments, waivers,
consents or supplements hereto 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.

         SECTION 20. CURRENCY OF PAYMENT. All payments to be made by the
Guarantors hereunder shall be made in the relevant currency or currencies in
which the Guaranteed Obligations are denominated in immediately available funds.
If any Guarantor is unable for any reason to effect payment of any of the
Guaranteed Obligations in the currency in which such Guaranteed Obligations are
denominated, the Guaranteed Parties may, at their option, require such payment
to be made in the Dollar Equivalent of such currency. If in any case where any
of the Guarantors shall make any such payment in the Dollar Equivalent, the
Guarantors agree to hold the Guaranteed Parties harmless from any loss incurred
by the Lenders arising from any change in the value of Dollars in relation to
such currency between the date such payment became due and the date of payment
thereof.

         SECTION 21. ADDITIONAL GUARANTORS: Upon execution and delivery by any
Subsidiary of the Borrower of an instrument in the form of Annex 1, such
Subsidiary of the Borrower shall become a Guarantor hereunder with the same
force and effect as if originally named a Guarantor herein (each an "Additional
Guarantor"). The execution and delivery of any such instrument shall not require
the consent of any Guarantor hereunder. The rights and obligations of each
Guarantor hereunder shall remain in full force and effect notwithstanding the
addition of any Additional Guarantor as a party to this Guaranty.

         SECTION 22. Application of Proceeds. All cash proceeds received by the
Administrative Agent from the Guarantors shall be applied by the Administrative
Agent to payment of the Guaranteed Obligations in the following order unless a
court of competent jurisdiction shall otherwise direct:

                  FIRST, to payment of all reasonable costs and expenses of the
         Administrative Agent incurred in connection with the collection and
         enforcement of the Guaranteed Obligations;

                  SECOND, to payment of that portion of the Guaranteed
         Obligations constituting accrued and unpaid interest and fees, pro rata
         among the Guaranteed Parties in


                                                              Guaranty Agreement
<PAGE>
         accordance with the amount of such accrued and unpaid interest and fees
         owing to each of them;

                  THIRD, to payment of the principal of the Guaranteed
         Obligations, pro rata among the Guaranteed Parties in accordance with
         the amount of such principal owing to each of them;

                  FOURTH, to payment of any other Guaranteed Obligations (other
         than those listed above) pro rata among the Guaranteed Parties in
         accordance with the amounts owing to each of them; and

                  FIFTH, the balance, if any, after all of the Guaranteed
         Obligations have been satisfied, to the applicable Guarantor or to
         whosoever may be lawfully entitled to receive them; provided, that
         prior to the date on which all Guaranteed Obligations have been paid in
         full, such balance may, in the discretion of the Administrative Agent,
         be held by the Administrative Agent as collateral to be applied at any
         time thereafter pursuant to this Section 22.




                        [Signatures Follow on Next Page]









                                                              Guaranty Agreement

<PAGE>
         IN WITNESS WHEREOF, each Guarantor and the Administrative Agent have
caused this Guaranty to be duly executed and delivered by their respective duly
authorized officers as of the date first above written.


Address for Notices:                          ALEXANDER CITY CASTING COMPANY,
                                              INC. ("Guarantor")

c/o Intermet Corporation
5445 Corporate Drive
Suite 200                                     By:  /s/ Alan J. Miller
Troy, Michigan 48098                             -------------------------------
                                                   Name Printed: Alan J. Miller
                                                   Title: Secretary

Attn: Doretha J. Christoph




Address for Notices:                          CAST-MATIC CORPORATION
                                              (a "Guarantor")

c/o Intermet Corporation
5445 Corporate Drive
Suite 200                                     By:  /s/ Alan J. Miller
Troy, Michigan 48098                             -------------------------------
                                                   Name Printed: Alan J. Miller
                                                   Title: Secretary

Attn: Doretha J. Christoph



Address for Notices:                          COLUMBUS FOUNDRY, L.P.
                                              (a "Guarantor")

c/o Intermet Corporation
5445 Corporate Drive
Suite 200                                     By:  /s/ Alan J. Miller
Troy, Michigan 48098                             -------------------------------
                                                   Name Printed: Alan J. Miller
                                                   Title: Secretary

Attn: Doretha J. Christoph


                                                              Guaranty Agreement
<PAGE>

Address for Notices:                          DIVERSIFIED DIEMAKERS, INC.
                                              (a "Guarantor")

c/o Intermet Corporation
5445 Corporate Drive
Suite 200                                     By:  /s/ Alan J. Miller
Troy, Michigan 48098                             -------------------------------
                                                   Name Printed: Alan J. Miller
                                                   Title: Secretary

Attn: Doretha J. Christoph




Address for Notices:                          FRISBY P.M.C., INCORPORATED
                                              (a "Guarantor")

c/o Intermet Corporation
5445 Corporate Drive
Suite 200                                     By:  /s/ Alan J. Miller
Troy, Michigan 48098                             -------------------------------
                                                   Name Printed: Alan J. Miller
                                                   Title: Secretary

Attn: Doretha J. Christoph



Address for Notices:                          GANTON TECHNOLOGIES INC.
                                              (a "Guarantor")

c/o Intermet Corporation
5445 Corporate Drive
Suite 200                                     By:  /s/ Alan J. Miller
Troy, Michigan 48098                             -------------------------------
                                                   Name Printed: Alan J. Miller
                                                   Title: Secretary

Attn: Doretha J. Christoph



                                                              Guaranty Agreement
<PAGE>

Address for Notices:                          INTERMET HOLDING COMPANY
                                              (a "Guarantor")

c/o Intermet Corporation
5445 Corporate Drive
Suite 200                                     By:  /s/ Alan J. Miller
Troy, Michigan 48098                             -------------------------------
                                                   Name Printed: Alan J. Miller
                                                   Title: Secretary

Attn: Doretha J. Christoph



Address for Notices:                          INTERMET INTERNATIONAL, INC.
                                              (a "Guarantor")

c/o Intermet Corporation
5445 Corporate Drive
Suite 200                                     By:  /s/ Alan J. Miller
Troy, Michigan 48098                             -------------------------------
                                                   Name Printed: Alan J. Miller
                                                   Title: Secretary

Attn: Doretha J. Christoph




Address for Notices:                          IRONTON IRON INC.
                                              (a "Guarantor")

c/o Intermet Corporation
5445 Corporate Drive
Suite 200                                     By:  /s/ Alan J. Miller
Troy, Michigan 48098                             -------------------------------
                                                   Name Printed: Alan J. Miller
                                                   Title: Secretary

Attn: Doretha J. Christoph





                                                              Guaranty Agreement
<PAGE>

Address for Notices:                          LYNCHBURG FOUNDRY COMPANY
                                              (a "Guarantor")

c/o Intermet Corporation
5445 Corporate Drive
Suite 200                                     By:  /s/ Alan J. Miller
Troy, Michigan 48098                             -------------------------------
                                                   Name Printed: Alan J. Miller
                                                   Title: Secretary

Attn: Doretha J. Christoph





Address for Notices:                          NORTHERN CASTINGS CORPORATION
                                              (a "Guarantor")

c/o Intermet Corporation
5445 Corporate Drive
Suite 200                                     By:  /s/ Alan J. Miller
Troy, Michigan 48098                             -------------------------------
                                                   Name Printed: Alan J. Miller
                                                   Title: Secretary

Attn: Doretha J. Christoph




Address for Notices:                          SUDBURY, INC.
                                              (a "Guarantor")

c/o Intermet Corporation
5445 Corporate Drive
Suite 200                                     By:  /s/ Alan J. Miller
Troy, Michigan 48098                             -------------------------------
                                                   Name Printed: Alan J. Miller
                                                   Title: Secretary

Attn: Doretha J. Christoph






                                                              Guaranty Agreement
<PAGE>

Address for Notices:                          SUDM, INC.
                                              (a "Guarantor")

c/o Intermet Corporation
5445 Corporate Drive
Suite 200                                     By:  /s/ Alan J. Miller
Troy, Michigan 48098                             -------------------------------
                                                   Name Printed: Alan J. Miller
                                                   Title: Secretary

Attn: Doretha J. Christoph




Address for Notices:                          TOOL PRODUCTS, INC.
                                              (a "Guarantor")

c/o Intermet Corporation
5445 Corporate Drive
Suite 200                                     By:  /s/ Alan J. Miller
Troy, Michigan 48098                             -------------------------------
                                                   Name Printed: Alan J. Miller
                                                   Title: Secretary

Attn: Doretha J. Christoph




Address for Notices:                          WAGNER CASTINGS COMPANY
                                              (a "Guarantor")

c/o Intermet Corporation
5445 Corporate Drive
Suite 200                                     By:  /s/ Alan J. Miller
Troy, Michigan 48098                             -------------------------------
                                                   Name Printed: Alan J. Miller
                                                   Title: Secretary

Attn: Doretha J. Christoph










                                                              Guaranty Agreement
<PAGE>

Address for Notices:                          WAGNER HAVANA, INC.
                                              (a "Guarantor")

c/o Intermet Corporation
5445 Corporate Drive
Suite 200                                     By:  /s/ Alan J. Miller
Troy, Michigan 48098                             -------------------------------
                                                   Name Printed: Alan J. Miller
                                                   Title: Secretary

Attn: Doretha J. Christoph












                                                              Guaranty Agreement
<PAGE>

                                              THE. BANK OF NOVA SCOTIA, AS
                                              ADMINISTRATIVE AGENT


                                          By:  /s/ F.C.H. Ashby
                                             ----------------------------------
                                          Name Printed: F.C.H. Ashby
                                                       ------------------------
                                          Title: Senior Manager Loan Operations
                                                -------------------------------




SECTION 12 OF THE
FOREGOING GUARANTY
IS HEREBY ACKNOWLEDGED
AND AGREED TO:


INTERMET CORPORATION


BY:
   -----------------------------
Name Printed: Alan J. Miller
Title: Vice President and Secretary




                                                              Guaranty Agreement
<PAGE>

                                              THE BANK OF NOVA SCOTIA, as
                                              Administrative Agent


                                              By:
                                                 -------------------------------
                                                  Name Printed:
                                                               -----------------
                                                  Title:
                                                        ------------------------



SECTION 12 OF THE
FOREGOING GUARANTY
IS HEREBY ACKNOWLEDGED
AND AGREED TO:


INTERMET CORPORATION


By: /s/ Alan J. Miller
   --------------------------------
Name Printed: Alan J. Miller
             ----------------------
Title: Vice President and Secretary
      -----------------------------









                                                              Guaranty Agreement
<PAGE>
                                                                         ANNEX 1

                                    FORM OF
                                   SUPPLEMENT
                              TO GUARANTY AGREEMENT



         THIS SUPPLEMENT TO GUARANTY AGREEMENT (this "Supplement to Guaranty
Agreement"), dated as of _________________________, made by
_______________________, a _______________ corporation (the "Additional
Guarantor"), in favor of THE BANK OF NOVA SCOTIA, a Canadian chartered
bank acting through its Atlanta Agency (in such capacity, the "Administrative
Agent"), in its capacity as administrative agent for the banks and other lending
institutions parties to the Term Loan Agreement (as hereinafter defined) and
each assignee thereof becoming a "Lender" as provided therein (the "Lenders";
the Lenders and the Administrative Agent and their respective Affiliates, being
collectively referred to herein as the "Guaranteed Parties").


                              W I T N E S S E T H:


         WHEREAS, Intermet Corporation (the "Borrower"), the Lenders, the
Administrative Agent, Bank One, Michigan, as Syndication Agent, (the
"Syndication Agent") and SunTrust Bank, as Documentation Agent (the
"Documentation Agent") are parties to that certain First Amended and Restated
Term Loan Agreement, dated as of July 17, 2001 (as the same may hereafter be
amended, restated, supplemented or otherwise modified from time to time, the
"Term Loan Agreement");

         WHEREAS, certain Subsidiaries (the "Subsidiary Guarantors") of the
Borrower have executed and delivered that certain First Amended and Restated
Guaranty Agreement dated as of July 17, 2001 (the "Subsidiary Guaranty")
pursuant to which the Subsidiary Guarantors have agreed to guarantee all of the
obligations of the Borrower and its Subsidiaries under the Term Loan Agreement
and the other Credit Documents (as defined in the Term Loan Agreement);

         WHEREAS, the Borrower, the Subsidiary Guarantors and the Additional
Guarantor share an identity of interests as members of a consolidated group of
companies engaged in substantially similar businesses; the Borrower provides
certain centralized financial, accounting and/or management services to the
Additional Guarantor; and the making of the loans has enhanced the overall
financial strength and stability of the Borrower's corporate group, including
the Additional Guarantor:






                                                              Guaranty Agreement
<PAGE>

         WHEREAS, it is a condition subsequent to the Lenders' obligation to
the effectiveness of the Term Loan Agreement that the Additional Guarantor
execute and deliver to the Administrative Agent this Supplement to Guaranty
Agreement, and the Additional Guarantor desires to execute and deliver this
Supplement to Guaranty Agreement to satisfy such condition subsequent;

         NOW, THEREFORE, in consideration of the premises and in order to induce
the Guaranteed Parties to enter into and perform their obligations under the
Term Loan Agreement, the Additional Guarantor hereby agrees as follows:

1. DEFINED TERMS. Capitalized terms not otherwise defined herein are used herein
with the meanings specified for such terms in the Term Loan Agreement.

2. ADDITIONAL GUARANTOR. The Additional Guarantor agrees that it shall be and
become a Guarantor for all purposes of the Subsidiary Guaranty and shall be
fully liable thereunder to the Administrative Agent and other Guaranteed Parties
to the same extent and with the same effect as though the Additional Guarantor
had been one of the Guarantors originally executing and delivering the
Subsidiary Guaranty. Without limiting the foregoing, the Additional Guarantor
hereby jointly and severally (with respect to the guaranties made by the
Subsidiary Guarantors under the Subsidiary Guaranty), irrevocably and
unconditionally, guarantees punctual payment when due, whether at stated
maturity by acceleration or otherwise, of all Loans and all other Obligations
(as defined in the Term Loan Agreement), owing by the Borrower and its
Subsidiaries to the Lenders or the Administrative Agent or their respective
Affiliates, or any of them, under the Term Loan Agreement, the Notes and the
other Credit Documents including, without limitation, all renewals, extensions,
modifications and refinancings thereof, now or hereafter owing, whether for
principal, interest, fees, expenses or otherwise, and any and all reasonable
out-of-pocket expenses (including reasonable attorneys' fees actually incurred)
and expenses incurred by the Administrative Agent in enforcing any rights under
the Subsidiary Guaranty (as supplemented hereby), subject, however, to the
limitations expressly provided in the Subsidiary Guaranty in Section 15 thereof.
All references in the Subsidiary Guaranty to "Guarantors" or any "Guarantor"
shall be deemed to include and to refer to the Additional Guarantor.

3.   GOVERNING LAW: APPOINTMENT OF AGENT FOR SERVICE OF PROCESS: SUBMISSION TO
     JURISDICTION: WAIVER OF JURY TRIAL.

         (a) THIS SUPPLEMENT TO GUARANTY AGREEMENT WILL BE DEEMED TO BE A
CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK
(INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK).

         (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS SUPPLEMENT TO
GUARANTY AGREEMENT RELATED HERETO MAY BE BROUGHT IN THE COURTS OF THE STATE OF
NEW YORK OR OF THE UNITED STATES OF


                                                              Guaranty Agreement
<PAGE>

AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF
THIS SUPPLEMENT TO GUARANTY AGREEMENT, THE ADDITIONAL GUARANTOR HEREBY CONSENTS,
FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE JURISDICTION OF THE AFORESAID
COURTS SOLELY FOR THE PURPOSE OF ADJUDICATING ITS RIGHTS OR THE RIGHTS OF THE
ADMINISTRATIVE AGENT AND OTHER GUARANTEED PARTIES WITH RESPECT TO THIS
SUPPLEMENT TO GUARANTY AGREEMENT OR ANY DOCUMENT RELATED HERETO. THE ADDITIONAL
GUARANTOR HEREBY IRREVOCABLY DESIGNATES UNITED STATES CORPORATION COMPANY AS THE
DESIGNEE, APPOINTEE AND AGENT OF THE ADDITIONAL GUARANTOR TO RECEIVE, FOR AND ON
BEHALF OF THE ADDITIONAL GUARANTOR, SERVICE OF PROCESS IN SUCH JURISDICTION IN
ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS SUPPLEMENT TO GUARANTY
AGREEMENT OR ANY DOCUMENT RELATED HERETO AND SUCH SERVICE SHALL BE DEEMED
COMPLETED THIRTY (30) DAYS AFTER MAILING THEREOF TO SAID AGENT. IT IS UNDERSTOOD
THAT A COPY OF SUCH PROCESS SERVED ON SUCH AGENT WILL BE PROMPTLY FORWARDED BY
SUCH LOCAL AGENT AND BY THE SERVER OF PROCESS BY MAIL TO THE ADDITIONAL
GUARANTOR AT ITS ADDRESS SET FORTH HEREIN, BUT THE FAILURE OF THE ADDITIONAL
GUARANTOR TO RECEIVE SUCH COPY SHALL NOT, TO THE EXTENT PERMITTED BY APPLICABLE
LAW, AFFECT IN ANY WAY THE SERVICE OF SUCH PROCESS. THE ADDITIONAL GUARANTOR
HEREBY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY
OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR
PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS IN RESPECT OF THIS SUPPLEMENT TO
GUARANTY AGREEMENT OR ANY DOCUMENT RELATED THERETO. NOTHING HEREIN SHALL AFFECT
THE RIGHT OF THE ADMINISTRATIVE AGENT TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST
THE ADDITIONAL GUARANTOR IN ANY OTHER JURISDICTION. TO THE EXTENT THAT THE
ADDITIONAL GUARANTOR HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION
OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE,
ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH
RESPECT TO ITSELF OR ITS PROPERTY, THE ADDITIONAL GUARANTOR HEREBY IRREVOCABLY
WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW SUCH IMMUNITY IN RESPECT OF ITS
OBLIGATIONS UNDER THIS SUPPLEMENT TO GUARANTY AGREEMENT AND THE OTHER CREDIT
DOCUMENTS TO WHICH IT IS A PARTY.

         (c) TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE ADDITIONAL GUARANTOR
HEREBY IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY IN ANY ACTION. PROCEEDING
OR COUNTERCLAIM ARISING OUT OF OR IN CONNECTION WITH THIS SUPPLEMENT TO
GUARANTY AGREEMENT OR ANY


                                                              Guaranty Agreement
<PAGE>

OTHER CREDIT DOCUMENT OR ANY MATTER ARISING IN CONNECTION HEREUNDER OR
THEREUNDER. THE ADDITIONAL GUARANTOR ACKNOWLEDGES AND AGREES THAT IT HAS
RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER
PROVISION OF EACH OTHER CREDIT DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS
PROVISION IS A MATERIAL INDUCEMENT FOR THE GUARANTEED PARTIES ENTERING INTO THE
CREDIT DOCUMENTS.

         IN WITNESS WHEREOF, the Additional Guarantor has caused this Supplement
to Guaranty to be duly executed and delivered under seal by its duly authorized
officers as of the date first above written.

Address for Notices:                          ADDITIONAL GUARANTOR:


                                              ----------------------------------








                                              By: ______________________________

                                              Title: ___________________________









                                                              Guaranty Agreement