<PAGE>

                                                                  EXHIBIT 4.1(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
Credit 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 has requested, and the Administrative Agent and
Lenders have agreed subject to the terms and conditions of this Agreement, to
make available to the Borrower a revolving credit facility with a letter of
credit subfacility and a swingline loan subfacility;

         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 Five-Year Credit Agreement dated as of November 5,
1999 as amended through the Fourth Amendment thereto dated July 17,200l (the
"Fourth Amendment") (as the same may hereafter be further amended, restated,
supplemented or otherwise modified from time to time, and including all
schedules, riders, and supplements thereto, the "Credit 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, consummation of the transactions pursuant to the Credit
Agreement will enhance the overall financial strength and stability of the
Borrower's entire corporate group, including the Guarantors;

         WHEREAS, the Guarantors, the Lenders and the Administrative Agent are
parties to a Guaranty Agreement dated as of November 5, 1999 with respect to the
Credit Agreement (the "Existing Guaranty Agreement");

         WHEREAS, it is a condition precedent to the effectiveness of the Fourth
Amendment and the Lenders' obligations to make extensions of credit under the
Credit Agreement that Guarantors execute and deliver this Guaranty, and the
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 Agreement in its 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 Agreement, but merely a
restatement, and where applicable, an amendment to the terms governing such
obligations.


                                                              Guaranty Agreement
<PAGE>





         NOW, THEREFORE, in consideration of the premises and in order to induce
the Guaranteed Parties to enter into and perform their obligations under the
Fourth Amendment, the Credit Agreement and the other Credit Documents, the
Guarantors hereby jointly and severally agree that the Existing Guaranty
Agreement shall be amended and restated in its 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 Credit 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 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 Credit Agreement, but excluding
Taxes imposed on overall net income of the Guaranteed Party to the same extent
as excluded pursuant to the Credit 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 Credit


                                                              Guaranty Agreement
<PAGE>



         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 Credit
         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;

                  (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,

                                                              Guaranty Agreement
<PAGE>


order, settlement or compromise shall be binding on it, notwithstanding any
revocation hereof or the cancellation of the Credit 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).

          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 Fourth

                                                              Guaranty Agreement
<PAGE>


Amendment 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.

          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 Credit Agreement (i) in
 the case of the Administrative Agent, at the address specified for the
 Administrative Agent in the Credit 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.


                                                              Guaranty Agreement
<PAGE>



         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 (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

                                                              Guaranty Agreement
<PAGE>


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 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 Credit 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 Term Loan Agreement and the other
"Credit Documents" (all as defined in the Term Loan 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

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<PAGE>



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 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 Credit 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 Credit 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").

                                                              Guaranty Agreement
<PAGE>



          (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.

          SECTION 14. AUTOMATIC ACCELERATION IN CERTAIN EVENTS. Upon the
 occurrence of an Event of Default specified in Section 8.07 of the Credit
 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 Credit 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 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 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

                                                              Guaranty Agreement
<PAGE>


                  (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 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

                                                              Guaranty Agreement
<PAGE>


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 risks 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.

          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 Credit 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 Credit 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.


                                                              Guaranty Agreement
<PAGE>







         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 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 and all commitments to make loans, issue letters of credit or
          otherwise extend credit pursuant to the Credit Agreement have been
          terminated, 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
Troy, Michigan 48098                        By:  /s/ Alan J. Miller
                                                 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 Internet 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 Internet 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:
             --------------------
  Title:
       --------------------------


                                                              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
Credit 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 Five-Year Credit Agreement,
 dated as of November 5, 1999, as amended (as the same may hereafter be amended,
 restated, supplemented or otherwise modified from time to time, the "Credit
 Agreement") pursuant to which the Lenders have made commitments to make loans
 to the Borrower:

          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 Credit Agreement and
 the other Credit Documents (as defined in the Credit 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 and will
  enhance 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
make loans to the Borrower under the Credit 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
 Credit 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 Credit 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 Credit 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 Credit 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 AMERICA FOR THE SOUTHERN
DISTRICT OF NEW YORK, AND, BY EXECUTION


                                                              Guaranty Agreement

<PAGE>

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 OTHER CREDIT DOCUMENT OR ANY MATTER ARISING IN
CONNECTION

                                                              Guaranty Agreement

<PAGE>


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