<PAGE>

                                                        EXECUTION COPY

              THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
                     c/o Prudential Capital Group
                          Four Gateway Center
                       Newark, New Jersey  07102

                            August 21, 1995


Intermet Corporation 
2859 Paces Ferry Road
Suite 1600
Atlanta, Georgia  30339


Ladies and Gentlemen:

     Reference is made to the Note Agreement dated as of December 11,
1992 (as amended, the "Note Agreement") between Intermet Corporation
(the "Company") and The Prudential Insurance Company of America
("Prudential").  Capitalized terms used herein without definition have
the meaning ascribed to such terms in the Note Agreement.

     Pursuant to Paragraph 11C of the Note Agreement, Prudential and
the Company agree as follows:

     1.   Paragraph 4A of the Note Agreement is hereby amended by
deleting "(i)" and deleting clause (ii) in its entirety.

     2.   Paragraph 5A(vi) of the Note Agreement is hereby amended and
restated in its entirety as follows:

          "(vi)   [Intentionally Omitted];"

     3.   Paragraph 5A(f) of the Note Agreement is hereby amended by
deleting "$250,000" and inserting in lieu thereof "$750,000."

     4.   Paragraph 5A(ix) of the Note Agreement is hereby deleted in
its entirety.

     5.   Paragraph 5K of the Note Agreement is hereby amended and
restated in its entirety as follows:

          "5K.   ADDITIONAL GUARANTORS AND COLLATERAL. 
          Promptly after (i) the formation or acquisition
          (provided that nothing in this paragraph shall be
          deemed to authorize the acquisition of any entity)
          of any Material Subsidiary not listed on Exhibit
          D, (ii) the transfer of assets to any Consolidated
          Company if as a result thereof the recipient of
          such assets becomes a Material Subsidiary, (iii)
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          the domestication of any Foreign Subsidiary that
          is a Material Subsidiary, or (iv) the occurrence
          of any other event creating a new Material
          Subsidiary, the Company shall execute and deliver,
          and cause to be executed and delivered (x) in the
          case of a Foreign Subsidiary a Subsidiary Guaranty
          Agreement or, if , in the reasonable opinion of
          the Company's accountants, delivery of a guarantee
          would cause the Company to be subject to tax on
          the undistributed earnings and profits of such
          Subsidiary pursuant to Subpart F of Part III,
          Subchapter N of the Internal Revenue Code, a
          Pledge Agreement with respect to 66% (or such
          greater percentage as would not result in such
          adverse tax consequences to the Company as
          reasonably determined by the Company's
          accountants) of the capital stock of such Material
          Subsidiary if it is a Foreign Subsidiary directly
          owned by the Company or a Subsidiary that is not,
          and is not directly or indirectly controlled by, a
          Foreign Subsidiary, and (y) a Subsidiary Guaranty
          Agreement from each such Material Subsidiary that
          is not a Foreign Subsidiary whose stock has been
          pledged to the extent and in accordance with
          subparagraph (x) hereof, together with related
          documents with respect to such Material Subsidiary
          (or the pledgor of its stock) of the kind
          described in paragraphs 3A(iii), 3C, 3D, 3G and
          3H, all in form and substance satisfactory to the
          Required Holder(s)."

     6.   Paragraph 6A(i) of the Note Agreement is hereby amended and
restated in its entirety as follows:

          "[Intentionally Omitted]"

     7.   Paragraph 6A(ii) of the Note Agreement is hereby amended and
restated in its entirety as follows:

          "the Fixed Charge Coverage Ratio, calculated for
          the immediately preceding four fiscal quarters to
          be less than 2.0: 1.0 as of the last day of each
          fiscal quarter."

     8.   Paragraph 6A(iii) of the Note Agreement is hereby deleted in
its entirety.

     9.   Paragraph 6B(2) of the Note Agreement is hereby amended and
restated in its entirety as follows:

          "6B(2).  DEBT.  Create, incur, assume or suffer to
          exist any Funded Debt or Current Debt, except:

               (i)  Funded Debt represented by the Notes;
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August 21, 1995
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               (ii) Debt represented by the Subsidiary
          Guaranty Agreement or any guaranty agreement
          issued under the Bank Agreement by a Subsidiary;

               (iii)   Debt of a Subsidiary owing to the
          Company or any other Subsidiary;

               (iv) Debt of a Subsidiary existing on the
          Date of Closing and specified on Exhibit F so long
          as such Debt is not increased, extended, renewed
          or refunded;

               (v)  Debt represented by endorsement of
          negotiable instruments for collection in the
          ordinary course of business;

               (vi) other Funded Debt of the Company
          (whether Secured or Unsecured), other than Funded
          Debt owing by the Company to any Subsidiary;
          PROVIDED, HOWEVER, that all Funded Debt which
          constitutes Bank Subordinated Debt shall also
          constitute Subordinated Debt.

               (vii)  other Current Debt of the Company
          (whether Secured or Unsecured) other than Current
          Debt owning by the Company to any Subsidiary; 
          PROVIDED, HOWEVER, that all Current Debt which
          constitutes Bank Subordinated Debt shall also
          constitute Subordinated Debt.

          Notwithstanding the foregoing exceptions to the prohibition
against incurring or maintaining Debt, the Company shall not permit:

               (1)  as of the last day of each fiscal
          quarter, Funded Debt to exceed 55% of Total
          Capitalization;

               (2)  as of the last day of each fiscal
          quarter, the ratio of Funded Debt to Consolidated
          EBITDA, calculated for the immediately preceding
          four fiscal quarters, to exceed 3.5 to 1.0;

               (3)  at any time Current Debt to exceed $20,000,000;

               (4)  at any time the aggregate outstanding
          amount of the Debt specified on Exhibit F as item
          1.(b) to exceed 15,000,000 German marks; 
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               (5)  at any time Secured Debt of the Company
          and its Subsidiaries to exceed an aggregate amount
          equal to 10% of Consolidated Net Worth."

     10.  Paragraph 6B(4) of the Note Agreement is hereby amended and
restated in its entirety as follows:

          "6B(4).  MERGER AND SALE OF ASSETS. Merge,
          consolidate or exchange shares with any other
          corporation, or sell, lease or transfer or
          otherwise dispose of any assets of the Company
          and/or of its Subsidiaries (in the ordinary course
          of business or otherwise) to any Person for a
          consideration which is materially less than the
          fair value (as valued in good faith by the Company
          as market value) of such assets at the time of the
          disposition; or sell, lease or transfer or
          otherwise dispose of (whether for fair value or
          otherwise) assets of the Company and/or any of its
          Subsidiaries (other than equipment or other
          personal property being replaced by other
          equipment or other personal property purchased as
          a capital expenditure item and inventory in the
          ordinary course of business) except that:

               (i)  any Subsidiary may merge or consolidate
          with the Company (provided that the Company shall
          be the continuing or surviving corporation) or
          with any one or more other Domestic Subsidiaries
          or if such Subsidiary is a Foreign Subsidiary,
          another Foreign Subsidiary organized under the
          laws of the jurisdiction of such Subsidiary's
          organizational jurisdiction;

               (ii) any Subsidiary of the Company may sell,
          lease, transfer or otherwise dispose of any of its
          assets to the Company or another Domestic
          Subsidiary or if such Subsidiary is a Foreign
          Subsidiary, another Foreign Subsidiary organized
          under the laws of the jurisdiction of such
          Subsidiary's organizational jurisdiction;


               (iii)   the Company may merge or consolidate
          with, or sell, lease, transfer, or otherwise
          dispose of substantially all of its assets in a
          single transaction or series of transactions to,
          any other corporation organized under the laws of
          the United States thereof or the District of
          Columbia and conducting substantially all of its
          business and making substantially all of its sales
          in the United States or Canada so long as (x) the
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August 21, 1995
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          successor formed by such consolidation or the
          survivor of the merger or the Person acquiring
          such assets (the "Successor"), is the Company or
          if the Company is not the Successor such
          corporation shall have assumed all of the
          obligations under this Agreement and the Notes in
          a writing satisfactory to the Required Holder(s)
          and (y) immediately after giving effect to such
          transaction, no Default or Event of Default would
          exist; and

               (iv) the Company or any Subsidiary may sell,
          lease, abandon or otherwise dispose of any of its
          assets if immediately after giving effect to such
          proposed disposition, the assets so disposed of
          (whether or not leased back) by the Company and
          its Subsidiaries during the twelve months
          preceding the date of such disposition (x) shall
          not have an aggregate net book value (determined
          as to particular assets as of the respective dates
          of disposition of such assets), in excess of 10%
          of consolidated assets determined as of the end of
          the most recently completed fiscal quarter of the
          Company and (y) shall not have produced during the
          12 months prior to such disposition in excess of
          10% of Consolidated EBITDA at the end of the most
          recently completed 12 months and (z) no Default or
          Event of Default would exist;

PROVIDED, HOWEVER, that the prohibitions of this paragraph 6B(4) shall
not apply to the sale or other disposition of all or substantially all
the capital stock or assets of PBM Industries, Inc.

     11.  Paragraph 6B(8) of the Note Agreement is hereby amended and
restated in its entirety as follows:

          "6B(8).  DIVIDENDS, ETC. Declare or pay any
          dividend on any class of its stock, or make any
          payment to purchase, redeem, retire or acquire any
          Subordinated Debt or any class of its stock, or
          any option, warrant or other right to acquire any
          class of its stock or Subordinated Debt, or make
          any other distribution on account of any class of
          its stock or Subordinated Debt (each a "Restricted
          Payment") unless:

                    (i)  such Restricted Payment
               consists of dividends payable solely in
               shares of its capital stock; or 

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                    (ii)  (a) the aggregate amount of
               cash dividends declared and paid and all
               other Restricted Payments made during
               the period from December 31, 1994 to the
               date on which such Restricted Payment is
               made or declared (such period, the
               "Determination Period") does not exceed
               40% of Consolidated Net Income (or minus
               100% of Consolidated Net Income for any
               fiscal year included in the
               Determination Period if Consolidated Net
               Income for any such fiscal year is a
               loss) and (b) no Default or Event of
               Default exists at the time such
               Restricted Payment is declared or made
               or would occur as a result of the making
               or declaration of such Restricted
               Payment."

     12.  Paragraph 6B(9) of the Note Agreement is hereby amended and
restated in its entirety as follows:

          "6B(9).  PREPAYMENTS OF SUBORDINATED DEBT. 
          Directly or indirectly, prepay, purchase, redeem,
          retire, defease or otherwise acquire, or make any
          optional payment on account of any principal of,
          interest on, or premium payable in connection with
          any of its Subordinated Debt, in each case, which
          is in violation of the subordination provisions of
          such Subordinated Debt."

     13.  Paragraph 6B(10)of the Note Agreement is hereby amended and
restated in its entirety as follows:

          "6B(10).  CHANGES IN BUSINESS.  Enter into any
          business if, as a result, the general nature of
          the business in which the Consolidated Companies
          taken as a whole would then be engaged would be
          substantially different from the general nature of
          the business in which the Consolidated Companies
          taken as a whole engage as of August 15, 1995
          (which includes iron and aluminum foundry
          operations, design and machinery)."

     14.  Paragraph 6G of the Note Agreement is hereby amended and
restated in its entirety as follows:

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Intermet Corporation
August 21, 1995
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          "6G. NO AMENDMENT. The Company will not amend,
          modify, or supplement (i) Sections 2.04 or 3.04 or
          the repayment or prepayment provisions or make any
          more onerous any  other provision of the Bank
          Agreement without the prior written consent of the
          Required Holder(s); or (ii) any agreement
          governing Subordinated Debt to (a) increase the
          principal amount thereunder, (b) increase the
          interest rate thereunder, (c) modify any
          requirement of prepayment or repayment thereunder
          which would shorten the final maturity or make the
          requirement of prepayment more onerous, (d) make
          any more onerous any other provision thereof, or
          (e) amend or modify the subordination provisions
          thereof."

     15.  Paragraph 10B is hereby amended by (i) deleting the
definitions of "Asset Sale," "Net Proceeds," "Consolidated EBITDAR,"
"Adjusted Cash Flow," "Adjusted Fixed Charge Coverage Ratio," "FAS
106" and "Senior Funded Debt," and (ii) amending and restating the
following definitions:

               "BANK AGREEMENT" shall mean the Amended and
          Restated Credit Agreement dated as of August 21,
          1995 among the Company, the financial institutions
          party thereto and Trust Company Bank, as agent, as
          amended, restated, supplemented or modified from
          time to time.

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

               "CONSOLIDATED INTEREST EXPENSE" shall mean,
          for any fiscal period of Company, total interest
          expense of the Consolidated Companies (including
          without limitation, interest expense attributable

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August 21, 1995
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          to capitalized leases in accordance with GAAP, all
          commissions, discounts and other fees and charges
          owed with respect to bankers acceptance
          financings, and total interest expense whether
          shown as interest expense or as loss and expenses
          on sale of receivables) under a receivables
          purchase facility) determined on a consolidated
          basis in accordance with GAAP but specifically
          excluding Consolidated Capitalized Interest for
          such period.


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

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

               "CURRENT DEBT" shall mean, with respect to
          any Person, all Indebtedness of such Person for
          borrowed money which by its terms or by the terms
          of any instrument or agreement relating thereto
          matures on demand or within one year from the date
          of the creation thereof and is not directly or

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          indirectly renewable or extendible at the option
          of the debtor to a date more than one year from
          the date or calculation, other than, with respect
          to the Consolidated Companies, the indebtedness
          pursuant to German lines of credit described as
          item 1(b) on EXHIBIT F.

               "FIXED CHARGE COVERAGE RATIO" shall mean, as
          of the last day of any fiscal quarter of Intermet,
          the ratio of (A) the sum of Consolidated EBIT plus
          Consolidated Rental Expense to (B) the sum of the
          amounts of (i) Consolidated Interest Expense, (ii)
          Consolidated Rental Expense, and (iii)
          Consolidated Capitalized Interest .

               "FUNDED DEBT" shall mean all Indebtedness for
          money borrowed, Indebtedness evidenced or secured
          by purchase money Liens, capitalized leases,
          conditional sales contracts and similar title
          retention debt instruments, including any current
          maturities of such Indebtedness, which by its
          terms matures more than one year form the date of
          creation thereof or which is renewable or
          extendible at the option of the obligor to a date
          beyond one year from the date of determination. 
          The calculation of Funded Debt shall include (i)
          all Funded Debt of the Consolidated Companies,
          PLUS (ii) all Funded Debt of other Persons to the
          extent guaranteed by a Consolidated Company, to
          the extent supported by a letter of credit issued
          for the account of a Consolidated Company, or as
          to which and to the extent which a Consolidated
          Company or its assets otherwise have become liable
          for payment thereof, PLUS (iii) the redemption
          amount with respect to the stock of any
          Consolidated Company required to be redeemed
          during the next succeeding twelve months, PLUS
          (iv) the lowest average amount of Current Debt
          outstanding for any period of sixty (60)
          consecutive days during the preceding twelve month
          period ending on any date of determination PLUS
          (v) the amount outstanding pursuant to the German
          lines of credit described as item 1(b) on Exhibit
          F on the date of determination.

               "GUARANTORS" shall mean, collectively,
          Intermet Foundries, Inc., Columbus Foundries,
          Inc., Lynchburg Foundry Company, Ironton Iron,
          Inc., Northern Castings Corporation, Intermet
          International, Inc., Intermet Machining, Inc.,
          Commercial and Precision Machining, Inc., New
          River Castings Company, PBM Industries, Inc.,
          Intermotive Technologies, Inc. and all other
          Material Subsidiaries that are not Foreign
          Subsidiaries, and their respective successors and
          permitted assigns.

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               "MATERIAL SUBSIDIARY" shall mean (i) each
          Guarantor under the Subsidiary Guaranty Agreement
          (ii) Columbus Neunkirchen, and (iii) each other
          Subsidiary of the Company, now existing or
          hereinafter established or acquired, that at any
          time prior to the maturity of the Notes has or
          acquires gross assets equal to or in excess of 5%
          of total assets of the Consolidated Companies, or
          that accounted for or produced more than 5% of the
          Consolidated EBIT of the Company on a consolidated
          basis during any of the three most recently
          competed fiscal years of the Company, or that (x)
          holds any fixed assets material to the operations
          or business of the Company or another Material
          Subsidiary, or (y) is otherwise material to the
          operations or business of Company or another
          Material Subsidiary.

     16.  Paragraph 10B of the Note Agreement is hereby amended by
inserting the following definitions in alphabetical order:

               "BANK SUBORDINATED DEBT" shall mean
          "Subordinated Debt" as defined in the Bank
          Agreement.

               "CONSOLIDATED CAPITALIZED INTEREST" shall
          mean, for any period of the Company, the
          capitalized interest of the Consolidated
          Companies, determined on a consolidated basis in
          accordance with GAAP.

     17.  Exhibit D and F to the Note Agreement are hereby replaced by
Exhibits D and F attached hereto.

     18.  CONDITIONS TO EFFECTIVENESS.  This letter agreement shall be
effective upon (a) execution and delivery of this letter agreement by
Prudential and the Company; (b) receipt by Prudential of all fees and
expenses payable in connection herewith;  and (c) receipt by the
Prudential of the following:

     (i)  a duly executed consent by the parties to the Bank Agreement
to the execution and delivery of this letter agreement; and

     (ii) the Bank Agreement amended and restated in form and
substance satisfactory to Prudential.

     19.  OTHER AGREEMENTS.  Prudential hereby:  (i) consents and
agrees pursuant to Section 6 of the Subsidiary Guaranty Agreement,
that Intermet Aluminum, Inc., I.C. Venture, Inc. and Pennsylvania

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August 21, 1995
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Casting Corporation are hereby released and discharged from their
respective obligations under the Subsidiary Guaranty Agreement; and
(ii) consents to the execution and delivery by the Company of the Bank
Agreement in the form attached as Exhibit A to the First Amendment to
the Intercreditor Agreement; and (iii) agrees that upon delivery to
the undersigned of a written notice from the Company that a definitive
agreement for the sale of all or substantially all of the assets or
stock of PBM Industries, Inc. ("PBM") has been executed by the
Company, will execute and deliver a release of PBM from its
obligations under the Subsidiary Guaranty Agreement.

     20.  This letter agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and
assigns.

     21.  This letter agreement may be executed in any number of
counterparts each of which shall be deemed an original and all of
which taken together shall constitute one and the same instrument.

     22.  Except as modified hereby, all terms and conditions of the
Note Agreement and the Subsidiary Guaranty Agreement remain in full
force and effect.<PAGE>

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August 21, 1995
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     If you agree to the foregoing, please sign each enclosed copy of
this letter and return two to Prudential and upon satisfaction of the
conditions set forth in paragraph 18 above, this letter will become a
binding agreement between the Company and Prudential.


                         Very truly yours,

                         THE PRUDENTIAL INSURANCE
                           COMPANY OF AMERICA


                         By: ___________________________________
                             Vice President

Agreed to and Accepted
this ___ day of August  1995

INTERMET CORPORATION


By: __________________________
    Title: