S-4

As filed with the Securities and Exchange Commission on July 29, 2002

Registration No. 333-          

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

INTERMET CORPORATION

(Exact name of registrant as specified in its charter)

Georgia	3320	58-1563873
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code)	(I.R.S. Employer Identification No.)

5445 Corporate Drive

Troy, Michigan 48098-2583

(Address, including zip code and telephone number,

including area code, of registrant’s principal executive offices)

John Doddridge

Chairman of the Board

and Chief Executive Officer

INTERMET Corporation

5445 Corporate Drive

Troy, Michigan 48098-2583

(248) 952-2500

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Please send copies of communications to:

Patrick Daugherty, Esq.

Foley & Lardner

150 West Jefferson, Suite 1000

Detroit, Michigan 48226-4443

(313) 963-6200

     Approximate date of commencement of proposed sale to public: As soon as practicable after this Registration Statement becomes effective.

     If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    o

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

     If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

CALCULATION OF REGISTRATION FEE

		Proposed	Proposed maximum
Title of each class of	Amount to be	maximum	aggregate offering	Amount of
securities to be registered	registered	offering price(1)	price(1)	registration fee
9 3/4% Senior Notes due 2009	$175,000,000	$100	$175,000,000(2)	$16,100
Guarantees of 9 3/4% Senior Notes due 2009			(3)	(4)

(1)	Plus accrued interest. Estimated solely for purpose of determining the registration fee pursuant to Rule 457(b) under the Securities Act of 1933.
(2)	Represents the maximum principal amount of 9 3/4% Senior Notes Due 2009 that may be issued pursuant to the exchange offer. The registration fee was calculated pursuant to Rule 457(f) under the Securities Act of 1933.
(3)	The 9 3/4% Senior Notes due 2009 being registered will be guaranteed on a senior basis by each of the Guarantor Subsidiaries. No separate consideration will be received for the guarantees.
(4)	Pursuant to Rule 457(n) under the Securities Act, no separate fee is payable for the guarantees.

     The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS

					Primary Standard
					Industrial
	State/Country		I.R.S. Employer		Classification
Name	of Incorporation		Identification No.		Code
Lynchburg Foundry Company		Virginia		31-0831755		3320
Northern Castings Corporation		Georgia		58-1673693		3320
Ironton Iron, Inc.		Ohio		31-1117407		3320
Intermet U.S. Holding, Inc.		Delaware		02-0615089		3320 and 3590
Columbus Foundry, L.P.		Delaware		58-2355182		3320
SUDM, Inc.		Michigan		38-3375067		6719
Alexander City Casting Company, Inc.		Alabama		63-1156801		3360
Tool Products, Inc.		Delaware		38-3442203		3360
Sudbury, Inc.		Delaware		34-1546292		6719
Cast-Matic Corporation		Michigan		38-1942573		3360
Frisby P.M.C., Incorporated		Illinois		36-3760275		3590
Wagner Castings Company		Delaware		37-0775929		3320
Wagner Havana, Inc.		Delaware		37-1253015		3320
Diversified Diemakers, Inc.		Delaware		39-1953911		3360
Ganton Technologies, Inc.		Illinois		36-3441176		3360

The address of each of the additional registrants is 5445 Corporate Drive, Troy, Michigan 48098-2583.

The information in this prospectus is not complete and may be changed. We may not complete the exchange offer and issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell securities and it is not soliciting an offer to buy these securities in any state where the offer is not permitted.

Subject to completion, dated July 29, 2002

$175,000,000

INTERMET Corporation

Exchange Offer for

9 3/4% Senior Notes due 2009

      This is an offer to exchange the outstanding, unregistered INTERMET Corporation 9 3/4% Senior Notes due 2009 you now hold for new, substantially identical registered 9 3/4% Senior Notes due 2009. This offer will expire at 5:00 p.m., New York City time, on                     , 2002, unless we extend it. You must tender your outstanding, unregistered notes by the deadline to obtain new, registered notes.

      The new notes will not trade on any established exchange. The new notes have the same financial terms and covenants as the outstanding notes, and are subject to the same business and financial risks. See “Risk Factors” on page 20 for a discussion of those risks.

      Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.

                    , 2002

TABLE OF CONTENTS

Form S-4

Indenture Dated As Of June 13, 2002

Registration Rights Agreement

Opinion of Foley & Lardner

5th Amend to and Waiver Under 5 year Credit Agrmnt

Statement Regarding Computation of Ratios

Subsidiaries of the Registrant

Consent of Ernst & Young, LLP.

Statement on Form T-1 of Eligibility of Trustee

Form of Letter of Transmittal

Form of Notice of Guaranteed Delivery

Form of Letter to Clients

Form of Letter to Nominees

TABLE OF CONTENTS

	Page
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS		ii
MARKET SHARE, RANKING AND OTHER DATA		ii
PROSPECTUS SUMMARY		1
RISK FACTORS		16
USE OF PROCEEDS		23
CAPITALIZATION		24
SELECTED HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL DATA		25
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		28
BUSINESS		38
MANAGEMENT		46
DESCRIPTION OF OTHER INDEBTEDNESS		48
THE EXCHANGE OFFER		50
DESCRIPTION OF THE NOTES		59
PLAN OF DISTRIBUTION		90
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS		90
LEGAL MATTERS		94
EXPERTS		94
WHERE YOU CAN FIND MORE INFORMATION		94

      You should rely only upon the information contained in this prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer of these securities in any jurisdiction where the offer is not permitted. You should assume the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

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DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

      This prospectus contains and incorporates forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,” “estimate” and “expect” and similar expressions are generally intended to identify forward-looking statements. You are cautioned that any forward-looking statements, including statements regarding the intent, belief or current expectations of us or our management, are not guarantees of future performance and involve risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of various factors including, but not limited to:

•  loss of business from our major customers;

•  general economic conditions, including any economic downturn in the markets in which we operate;

•  fluctuations in worldwide or regional light vehicle production;

•  changes in practices or policies of our significant customers toward outsourcing their requirements for automotive components;

•  changes in the sourcing and pricing practices of our major customers, including demands for price concessions as a condition to retaining current business or obtaining new business;

•  fluctuations in foreign currency exchange rates;

•  fluctuations in interest rates that may affect our borrowing costs;

•  fluctuations in the cost of raw materials, including the cost of energy, and our ability, if any, to pass those costs on to our customers;

•  work stoppages or other labor disputes that could disrupt production at our facilities or those of our major customers;

•  factors or presently unknown circumstances that may affect the charges related to the impairment of assets;

•  changes in environmental regulations to which we are subject;

•  our ability to improve our products and manufacturing processes to meet our customers’ demands and to successfully implement new technologies and manufacturing processes when launching our products;

•  our ability to shift production between our plants in response to customer needs;

•  our ability to attract and retain key management employees;

•  changes in our exposure to product liability and warranty claims;

•  our ability to meet the financial covenants set forth in our debt agreements; and

•  other risks as detailed from time to time in our filings with the SEC.

MARKET SHARE, RANKING AND OTHER DATA

      The market share, ranking and other data contained in this prospectus or incorporated herein by reference are based either on our own estimates, independent industry publications, reports by market research firms or other published independent sources. In each case, we believe that they are reasonable estimates. Market share data is subject to changes, however, and cannot always be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data-gathering process and other limitations and uncertainties inherent in any statistical survey of market share. In addition, customer preferences can and do change. As a result, you should be aware that market share, ranking and other similar data set forth in this prospectus, and estimates and beliefs based on such data, may not be reliable.

ii

PROSPECTUS SUMMARY

      Except as the context otherwise requires, in this prospectus, “INTERMET,” the “Company,” “we,” “our” and “us” refer to INTERMET Corporation (the issuer of the notes) and its subsidiaries. The following summary contains basic information about the Company and this offering. It likely does not contain all the information that is important to you. For a more complete understanding of this offering, we encourage you to read this entire document and the other documents to which we have referred you.

Our Company

General

      We are the largest independent supplier of highly-engineered cast components for the North American light vehicle market. In the United States, our primary market, we hold an estimated 9.2% share of the $7.8 billion markets in which we compete. We are also the leading supplier of complex brake castings for the European light vehicle market. Using a diverse set of advanced materials and manufacturing processes, we provide our customers with full-service capabilities including advanced design and engineering, value-added casting, machining and, in some instances, sub-assembly. We specialize in safety-related components, critical to vehicle control, which meet exacting customer demands for performance, weight and cost. We design, develop and manufacture over 1,900 complex castings, including products used by more than 18 original equipment manufacturers (“OEMs”) on nearly every light vehicle platform built in the U.S. and over 100 total light vehicle platforms worldwide. For the twelve months ended March 31, 2002, we generated net sales and Adjusted EBITDA of $825.5 million and $88.3 million, respectively. We have been publicly traded since 1985.

      Since the arrival of our CEO, John Doddridge, in 1994, we have assembled a world class management team and transformed the Company through substantial capital investment in material and process technology and full-service capabilities. We believe we have developed critical scale while significantly reducing operating costs and improving manufacturing efficiency. Because of our substantial previous investments, we believe that we are uniquely positioned for significant, profitable growth at lower levels of future capital investment.

      Our customers increasingly rely on casting suppliers to provide optimal component design solutions based upon specific parameters such as performance, safety, weight and cost. We respond by providing custom design solutions that are unbiased as to material and process selection. Our manufacturing expertise in advanced materials allows us to translate complex component designs into high-quality, high-volume production.

      We are organized into two strategic groups based on our material capabilities — ferrous metals and light metals. Our ferrous metals group produces highly-engineered ductile iron and gray iron components and represented 62.4% of net sales in 2001. Our light metals group produces highly-engineered aluminum, magnesium and zinc components and represented 35.7% of net sales in 2001.

      Our primary material capabilities include:

•  Ferrous Metals Group

      Ductile Iron. We are the largest independent ductile iron foundry company in the world. In 2001, ductile iron castings represented 57.6% of net sales. Ductile iron components have strength and stiffness properties that are currently unavailable in lighter metals. Ductile iron’s use as a higher strength substitute for gray iron and a lower cost substitute for steel has grown steadily since its introduction in 1948. According to Stratecasts, Inc., an industry forecasting group, demand for ductile iron castings in the U.S. vehicle market is expected to grow at a compound annual growth rate (“CAGR”) of 5.2% through 2006.

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•  Light Metals Group

      Aluminum. We are a leading independent supplier of aluminum castings to the North American light vehicle market. In 2001, aluminum castings represented 25.7% of net sales. Aluminum generally provides our customers with lighter-weight components, although usually at a higher cost, than ferrous metals. According to Stratecasts, demand for aluminum castings in the U.S. vehicle market is expected to grow at a CAGR of 10.6% through 2006, driven by a continued emphasis on vehicle weight reduction.

      Magnesium. We produce more magnesium castings than any independent supplier in the U.S. In 2001, magnesium castings represented 7.4% of net sales. Relative to cast aluminum or ferrous components, magnesium generally provides our customers with the lightest weight products at a higher cost. According to Stratecasts, demand for magnesium castings in the U.S. vehicle market is expected to grow at a CAGR of 27.0% through 2006.

      Our components can be found on nearly every light vehicle platform built in the U.S. and include complex, safety-critical castings for chassis, axle and suspension, powertrain, electronic and other applications. On a global basis, our components are used by over 18 OEMs, including DaimlerChrysler, Ford, General Motors, Volkswagen, BMW, Honda and Toyota, and their leading suppliers, including Delphi, Visteon, PBR Automotive, TRW, Continental, Knorr Bremse and Dana.

      We are based in Troy, Michigan, and provide our full-service capabilities through 18 domestic manufacturing facilities, two international manufacturing facilities and three research, technical, and engineering centers. We also manage one joint venture in Europe.

Our Competitive Strengths

      Since our inception in 1971, we have been successful at winning new business in the highly competitive automotive supply industry. We estimate our new order book, for 2002 and beyond, to be approximately $400 million. We attribute our past and continued success, in part, to a diverse set of competitive strengths, including:

     Full-Service Capabilities

      Through our full-service capabilities, including advanced design and engineering, value-added casting processes, machining and, in some instances, sub-assembly, we provide our customers with total product solutions from a single source. Our casting processes often reduce the number of steps required in production, delivering added value to customers through reduced costs and improved quality. To assist our customers with product design, our engineers use three-dimensional modeling software in conjunction with rapid prototype development and testing. We can deliver multiple, unbiased design solutions for a single component, using different materials and manufacturing processes, while balancing customer demands for safety, performance, weight and cost. Our involvement in the design process, often two to five years in advance of production, strengthens our customer relationships and provides visibility on future business awards.

      Our design flexibility is matched by our manufacturing flexibility, delivered through nine ferrous metals facilities, eight light metals facilities and three machining facilities worldwide. Each of our automotive facilities has obtained QS-9000 and ISO-9001 or ISO-9002 quality certification.

     Leading Position in Growth Materials

      We believe that our scale and manufacturing expertise in growth materials is a strong competitive advantage. We are the largest independent ductile iron foundry company in the world, a leading independent aluminum casting supplier in North America, and we produce more magnesium components than any supplier in the U.S. Demand for these primary materials, which represented 90.7% of our net sales in 2001, is expected to increase. According to Stratecasts, demand for ductile iron, aluminum and magnesium castings in the U.S. vehicle market is expected to grow at CAGRs of 5.2%, 10.6% and 27.0%, respectively, through 2006. Gray iron and zinc, representing 3.2% and 2.6% of our net sales in 2001, respectively, are experiencing modest declines in volume.

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      Ductile iron components have strength and stiffness properties that are currently unavailable in lighter metals. In many applications, aluminum and magnesium castings have experienced healthy growth in demand, driven by a desire for reduced vehicle weight and the resulting improvement in fuel economy. However, advanced ductile iron components are increasingly important as the automotive industry looks for opportunities to reduce cost and weight while maintaining or improving performance. Our expertise allows us to provide blended solutions, often using alloys and proprietary processes to make ductile iron components lighter, or aluminum and magnesium components stronger, while changing the performance and cost characteristics of the castings. For example, we have developed austempered ductile iron products that have weight benefits similar to components produced from lighter metals, while maintaining the strength characteristics of ductile iron.

      We believe that our strategic position in ductile iron, aluminum and magnesium allows us to effectively respond to the full spectrum of customer needs.

     Diverse Product Portfolio

      We design, develop and manufacture over 1,900 highly-engineered castings. We focus on safety-related components, critical to vehicle control, utilized within chassis, axle and suspension, powertrain, electronic and other applications in the light vehicle market, representing 50.8%, 32.6%, 6.2% and 10.4% of our net sales in 2001, respectively. These components range in size from less than one pound to nearly 100 pounds and are generally specified for the life of the vehicle platform.

      Our Ferrous Metals Group is a leading independent producer of crankshafts, camshafts, brake calipers and anchors, control arms, differential cases, steering knuckles and spindles. Our Light Metals Group is a leading producer of fluid containing covers and housings, electronic housings and structural frames, members and brackets. We also design, develop and produce complex castings for the non-automotive electronics and industrial markets.

     Recognized Technological Innovation

      We are recognized for using technology and process innovation to develop cast components with the highest mechanical properties at the lowest possible cost.

      In our Light Metals Group, we have created proprietary manufacturing processes such as pressure/counter-pressure casting (“PCPC”). PCPC results in enhanced component performance using a low-cost, low-capital method for casting bulky aluminum structural parts, such as steering knuckles and spindles. We commenced production using our PCPC technology in September 2001 and are currently producing over 9,000 parts per day in response to customer demand. Further, our PCPC production plant in Michigan is operating at a defect rate of only 47 parts per million for raw castings, substantially exceeding what we believe is the world quality standard defect rate of 1,000 parts per million.

      In ferrous metals, we have developed a new, austempered ductile iron process, resulting in approximately a 15% net weight reduction in the control arm for the Ford Mustang and approximately a 10% net weight reduction in the torsion bar adjuster for the Dodge Ram pickup truck.

      Not only do we reduce weight, but we also eliminate complexity. For example, in the Cadillac Deville, we developed a two-piece magnesium instrument panel, replacing an instrument panel comprised of 16 separate components manufactured from steel stampings. Our flexible instrument panel design also can be customized for both right- and left-hand drive vehicles.

     Diverse Customer Base

      Our components are used by over 18 OEMs and their leading suppliers on nearly every light vehicle platform built in the U.S. and over 100 total light vehicle platforms worldwide. We enjoy longstanding relationships with our major customers, having supplied each of our top five customers for more than 25 years. We generated 89.3% of our net sales in 2001 from the North American market, where we supply components for many of the most popular light truck, sport utility and passenger car platforms. We generated 10.7% of our

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net sales in 2001 from our international operations, where we are the leading supplier of complex brake castings for the European light vehicle market.

     Growth and Efficiency Driven By Experienced Management

      We believe that our executive management team, with an average of more than 25 years of experience in the automotive industry, has positioned us for significant profitable growth at lower levels of future capital investment. Since 1995, we have completed six strategic acquisitions valued at over $520 million and invested approximately $350 million in expanding and modernizing production facilities, thereby creating critical scale as a full-service supplier. In 2000 and 2001, in response to a difficult market, we substantially reduced our manufacturing and administrative costs, reduced investment in working capital and improved operating efficiency. Specific accomplishments in operating efficiencies during 2001 included:

•  a 17.5% improvement in molds per hour at our Decatur, Illinois foundry in addition to significant reductions in scrap rates and man-hours per ton;

•  a 19% improvement in molds per hour at our Columbus, Georgia foundry; man-hours per ton at this foundry also approached historically low levels even though the foundry ran well below capacity; and

•  the completion of our refurbished New River foundry in Virginia with a breakeven level of approximately 40% of capacity, which we believe is best-in-industry performance.

      These actions, along with an approximate 25% workforce reduction and improvement in working capital management, contributed to a reduction of our revenue breakeven levels by approximately 15% and a 2.2 percentage point improvement in our gross margin in the first quarter of 2002 versus the first quarter of 2001.

Our Business Strategy

      Our vision is to be the leading global supplier of full-service casting solutions to light vehicle and other industrial markets. Our success will be driven by a set of focused strategies including:

     Product Innovation

      We operate under a strategy of continuous product innovation. We proactively focus on finding new product solutions that enhance mechanical properties while reducing manufacturing costs, including instances where we are the incumbent supplier. In this manner, we are able to provide the most technologically-advanced solutions to customers, enhancing our long-term relationships while reducing the threat of near-term competitive entry. Because of our expertise in materials and our full-service capabilities, we create the opportunity for our customers to shift to new, optimal designs. For example, we redesigned a steering knuckle from ductile iron to aluminum for the upcoming version of the Dodge Durango SUV. This strategy becomes a strong competitive advantage relative to those competitors that focus on a narrow range of materials or production processes and may not offer full-service capabilities.

     Target Profitable, High-Volume Opportunities

      In the light vehicle market, our strategy is to increase market share by increasing our component content on popular vehicle platforms. Because we sell products both directly to OEMs and to leading Tier 1 and Tier 2 suppliers, we continuously monitor the consumer demand for the vehicle platforms on which our products are ultimately used. Because our products are generally used within other vehicle systems or modules, we are able to market our product solutions to multiple Tier 1 suppliers bidding for the same system contract. In this manner, we are able to increase the likelihood that we will supply a given vehicle platform. Leading Tier 1 suppliers such as Delphi, Visteon, PBR Automotive, TRW, Continental, Knorr Bremse and Dana rely on us for our material and process expertise and full-service capabilities.

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      We continuously look for other high-volume, profitable markets where we can leverage our design and production expertise. New market opportunities allow us to increase our capacity utilization and increase the potential size of our end markets.

     Focus on Operational Efficiency

      We have substantially reduced our overall production breakeven level and are committed to further reducing this rate. The ability to operate profitably at low levels of capacity utilization reduces our exposure to cyclical downturns, while enhancing our earnings power on the upside and providing flexibility in our production strategy. Our production strategy will continue to focus on gaining share with profitable contracts, rather than simply filling capacity in order to cover the fixed costs of production.

     Selective International Expansion

      Our customers increasingly prefer that their suppliers provide full-service capabilities in multiple global locations. Few independent casting suppliers in North America provide significant global sourcing capabilities. With approximately 10.7% of our 2001 net sales generated by our international operations, we are well-positioned to selectively expand in important markets. We believe that strong European demand exists for many of our North American manufacturing technologies, particularly in light metals. We continue to evaluate joint-venture or other strategic partnership opportunities in Europe and other markets.

     Recent Developments

      During the second quarter of 2002, we experienced price increases in scrap steel and secondary aluminum, both of which are primary raw materials used in our operations. These increases negatively affected the second quarter of 2002 by approximately $2.8 million on a pre-tax basis. We expect that these increases will be mitigated in the third quarter due to customer contracts that provide for pass-through of cost increases. These pass-through provisions typically have a 60-90 day lag before becoming effective.

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Summary Historical And Pro Forma Financial Data

      The following table sets forth our summary consolidated historical and pro forma financial data and operating data, which you should read in conjunction with “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes. The selected consolidated financial and other data as of and for each of the years in the three-year period ended December 31, 2001 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. The selected consolidated financial data as of and for the three months ended March 31, 2001 and 2002 and the twelve months ended March 31, 2002 have been derived from our unaudited financial statements and, in our opinion, reflect all adjustments necessary to present fairly the data for such periods. Interim results for the three months ended March 31, 2002 are not necessarily indicative of results that can be expected in future periods. The unaudited pro forma financial data gives effect to the offering of the notes and use of proceeds from the offering; see “Use of Proceeds.” All amounts are presented in thousands, except ratios.

																Twelve
										Three months ended						months
	Years ended December 31,									March 31,						ended
																March 31,
	1999(a)(b)			2000(b)(c)(d)			2001(b)(e)			2001(b)(e)(f)			2002			2002(b)(e)
																(unaudited)
										(unaudited)
Operating Data:
Net sales	$	956,832		$	1,038,844		$	843,173		$	223,732		$	206,096		$	825,537
Cost of sales		834,545			913,262			781,650			206,387			185,577			760,840
Gross profit		122,287			125,582			61,523			17,345			20,519			64,697
Selling, general and administrative		41,627			44,899			35,505			9,449			8,060			34,116
Other operating (income) expenses		18,499			(8,009	)		13,427			(115	)		(59	)		13,483
Operating income		62,161			88,692			12,591			8,011			12,518			17,098
Interest expense, net		(14,905	)		(39,261	)		(31,025	)		(7,915	)		(6,354	)		(29,464	)
Other, net		1,197			27,668			4,431			1,848			546			3,129
Income (loss) before income taxes		48,453			77,099			(14,003	)		1,944			6,710			(9,237	)
Income tax expense (benefit)		12,076			36,191			(5,300	)		1,144			2,355			(4,089	)
Net income (loss) before cumulative effect of a change in accounting principle		36,377			40,908			(8,703	)		800			4,355			(5,148	)
Cumulative effect of a change in accounting principle, net of tax		—			—			—			—			481			481
Net income (loss)(g)	$	36,377		$	40,908		$	(8,703	)	$	800		$	4,836		$	(4,667	)
Balance Sheet Data:
Cash and cash equivalents	$	3,416		$	19,737		$	13,866		$	87,181		$	2,508		$	2,508
Working capital, net(h)		99,036			74,655			73,277			100,513			56,374			56,374
Total assets		957,292			918,796			843,333			978,912			807,742			807,742
Total debt		455,040			399,166			363,422			492,418			326,191			326,191
Total shareholders’ equity		242,377			279,410			253,280			279,087			256,022			256,022

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																Twelve
										Three months ended						months
	Years ended December 31,									March 31,						ended
																March 31,
	1999(a)(b)			2000(b)(c)(d)			2001(b)(e)			2001(b)(e)(f)			2002			2002(b)(e)
																(unaudited)
										(unaudited)
Other Data:
EBITDA(i)	$	102,279		$	142,414		$	72,563		$	22,632		$	25,491		$	75,422
Adjusted EBITDA(j)		120,778			129,676			86,093			23,242			25,491			88,342
Cash provided by operating activities		70,259			69,355			71,594			(13,528	)		28,991			114,113
Capital expenditures(k)		(78,743	)		(57,747	)		(36,368	)		(12,760	)		(1,595	)		(25,203	)
Depreciation and amortization		40,118			53,722			59,972			14,621			12,973			58,324
Unaudited Pro Forma Data(l):
Interest expense, net																$	35,832
Ratio of total debt to Adjusted EBITDA																	3.76	x
Ratio of Adjusted EBITDA to interest expense																	2.47	x
Ratio of earnings to fixed charges(m)																	—	(n)

(a)	In December 1999, we acquired Diversified Diemakers, Inc. and Ganton Technologies, Inc. See note 3 to the audited financial statements contained in this prospectus.
(b)	We recorded pre-tax asset impairment charges and/or shutdown costs of $18.5 million, $7.5 million, $13.5 million, in 1999, 2000 and 2001, respectively. See note 4 to the audited financial statements included in this prospectus.
(c)	In October 2000, we sold our interest in Iowa Mold Tooling Co., Inc. for $53.9 million. The pre-tax gain of $22.3 million is included in “Other operating (income) expenses” in the audited consolidated statements of operations included in this prospectus. See note 3 to the audited financial statements included in this prospectus.
(d)	In March 2000, we experienced an explosion at our New River foundry. In May 2000 we suffered a fire at our Neunkirchen foundry. See note 15 to the audited financial statements contained in this prospectus.
(e)	Shareholders’ equity in 2001 decreased not only by the current year loss but also by the increase in the minimum pension benefit liability, translation adjustment and derivative instrument adjustment, as presented in the audited consolidated statements of shareholders’ equity included in this prospectus.
(f)	The data provided for the three months ended March 31, 2001 vary from amounts previously reported on the Form 10-Q filed for that period. See note 13 to the audited financial statements contained in this prospectus for a reconciliation of the amounts given with those previously reported.
(g)	In January 2002, we adopted Statement of Financial Accounting Standards (“SFAS”) No. 142. Under SFAS 142, goodwill is no longer subject to amortization. Prior to January 1, 2002, we included goodwill amortization in operating expenses in our income statements. See note 4 to the unaudited quarterly

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financial statements included in this prospectus. The unaudited pro forma consolidated net income as though SFAS 142 had been in effect as of January 1, 1999 is as follows (in thousands):

												Twelve
												months
								Three months ended				ended
	Years ended December 31,							March 31,				March 31,
	1999		2000		2001			2001		2002		2002
Reported net income (loss)	$	36,377	$	40,908	$	(8,703	)	$	800	$	4,836	$	(4,667	)
Add back: Goodwill amortization, net of tax		3,406		5,605		5,593			1,370				4,223
Adjusted net income (loss)	$	39,783	$	46,513	$	(3,110	)	$	2,170	$	4,836	$	(444	)

(h)	Working capital, net is defined as current assets excluding cash and cash equivalents and assets held for sale minus current liabilities excluding short-term debt and the current portion of long-term debt.
(i)	EBITDA is net income before interest expense, income taxes, depreciation, amortization, results of equity investments and gain on insurance proceeds from involuntary conversion of assets and cumulative effect of a change in accounting principle. We present EBITDA and related credit statistics because we understand these data are used by some investors as a financial indicator of a company’s ability to service debt. EBITDA is not a substitute for profitability or liquidity measures such as net income or cash provided by operating activities that are determined in accordance with accounting principles generally accepted in the United States. While EBITDA is frequently used as a measure of operations and the ability to meet debt service requirements, it is not necessarily comparable to similarly titled captions of other companies due to potential inconsistencies in the method of calculation. EBITDA as presented in this prospectus is also different from EBITDA as calculated for the purposes of covenants in our credit facility.
(j)	Adjusted EBITDA is calculated as follows (in thousands):

													Three
													months
									Twelve months ended				ended
									March 31,				March 31,
		1999		2000			2001		2001		2002		2002
EBITDA		$	102,279	$	142,414		$	72,563	$	22,632	$	25,491	$	75,422
Adjustments:
	Plus Ironton closing costs		18,499		—			—		—		—		—
	Plus non-core asset writedown		—		7,476			—		—		—		—
	Plus workforce reduction		—		2,086			—		—		—		—
	Plus Alexander City closing costs		—		—			12,920		—		—		12,920
	Plus Reynosa closing costs		—		—			610		610		—		—
	Minus gain on sale of non-core asset		—		(22,300	)		—		—		—		—
Total Adjustments			18,499		(12,738	)		13,530		610		—		12,920
Adjusted EBITDA		$	120,778	$	129,676		$	86,093	$	23,242	$	25,491	$	88,342

(k)	2000 and 2001 capital expenditures do not include expenditures of $3,389,000 and $34,414,000, respectively, incurred in connection with our New River foundry and our Neunkirchen facility which were covered by insurance. See note (d) above.
(l)	The unaudited pro forma financial information presented herein gives effect to the offering of the original notes and the application of approximately $169.0 million in net proceeds therefrom as described in “Use of Proceeds.”
(m)	For purposes of the ratio of earnings to fixed charges, “earnings” is the sum of: pre-tax income from continuing operations before adjustments for minority interests in consolidated subsidiaries or income or loss from equity investees; fixed charges; amortization of capitalized interest; distributed income of

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equity investees; and our share of pre-tax losses of equity investees for which charges arising from guarantees are included in fixed charges; less: interest capitalized; preference security dividend requirements of consolidated subsidiaries and the minority interest in pre-tax income of subsidiaries that have not incurred fixed charges. “Fixed charges” is the sum of: interest expensed and capitalized; amortized premiums, discounts and capitalized expenses relating to indebtedness; an estimate of the interest within rental expense and preference securities dividend requirements of consolidated subsidiaries.

(n)

For the twelve months ended March 31, 2002, on a pro forma basis, fixed charges exceeded earnings by $17.3 million, resulting in a ratio of less than one.

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The Exchange Offer

Background of the Outstanding Notes	On June 13, 2002, we issued $175 million aggregate principal amount of our 9 3/4% Senior Notes due 2009 (the “outstanding notes”) to Deutsche Bank Securities, Banc of America Securities LLC, Scotia Capital, SunTrust Robinson Humphrey, Banc One Capital Markets, Inc., Comerica Securities and ABN AMRO Incorporated (the “initial purchasers”) in transactions not registered under the Securities Act of 1933 in reliance on exemptions from registration under that act. The initial purchasers then sold the outstanding notes to qualified institutional buyers in reliance on Rule 144A under the Securities Act and outside the U.S. to persons in reliance on Regulation S under the Securities Act. Because they have been sold in reliance on exemptions from registration, the outstanding notes are subject to transfer restrictions. In connection with the issuance of the outstanding notes, we entered into a registration rights agreement with the initial purchasers in which we agreed to deliver to you this prospectus and to use our reasonable best efforts to complete the exchange offer or to file and cause to become effective a registration statement covering the resale of the outstanding notes.
The Exchange Offer	We are offering to issue up to $175 million aggregate principal amount of new 9 3/4% Senior Notes due 2009 (the “exchange notes”) in exchange for an identical aggregate principal amount of outstanding notes. Outstanding notes may be exchanged only in $1,000 increments. The terms of the exchange notes are identical in all material respects to the outstanding notes except that the exchange notes have been registered under the Securities Act. Because we have registered the exchange notes, the exchange notes will not be subject to transfer restrictions.
Resale of Exchange Notes	We will issue the exchange notes promptly after the expiration of the exchange offer. We believe you may offer, sell or otherwise transfer the exchange notes you receive in the exchange offer without compliance with the registration and prospectus delivery provisions of the Securities Act provided that:
	• you acquire the exchange notes you receive in the exchange offer in the ordinary course of your business;
	• you are not engaging in and do not intend to engage in a distribution of the exchange notes;
	• you have no arrangement or understanding with any person to participate in the distribution of the exchange notes issued to you in the exchange offer; and
	• you are not an “affiliate” of ours, as that term is defined in Rule 405 under the Securities Act.
	Our belief is based upon interpretations by the staff of the SEC, as set forth in no-action letters to third parties unrelated to us. The staff has not considered the exchange offer in the context of a no-action letter and we cannot assure you that the staff would make a similar determination with respect to this exchange offer. If you do

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	not meet the conditions described above (or if our belief is inaccurate), you may incur liability under the Securities Act if you transfer any exchange note without delivering a prospectus meeting the requirements of the Securities Act. We do not assume or indemnify you against that liability.
	Each broker-dealer receiving exchange notes in the exchange offer for its own account in exchange for outstanding notes acquired by the broker-dealer as a result of market-making or other trading activities must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such exchange notes. A broker-dealer may use this prospectus for an offer to resell, a resale or other transfer of the exchange notes issued to it in the exchange offer. See “Plan of Distribution.”
Expiration Date	5:00 p.m., New York City time, on                     , 2002, unless we extend the exchange offer. It is possible that we will extend the exchange offer until all outstanding notes are tendered. You may withdraw outstanding notes you tendered at any time before 5:00 p.m., New York City time, on the expiration date. See “The Exchange Offer — Expiration Date; Extensions; Amendments.”
Withdrawal Rights	You may withdraw outstanding notes you tendered by furnishing a notice of withdrawal to the exchange agent or by complying with the applicable procedures of The Depository Trust Company’s (DTC) Automated Tender Offer Program (ATOP) system at any time before 5:00 p.m., New York City time, on the expiration date. See “The Exchange Offer — Withdrawal of Tenders.”
Accrued Interest on the Exchange Notes and the Outstanding Notes	The exchange notes will bear interest from June 13, 2002 or, if later, from the most recent date of payment of interest on the outstanding notes.
Conditions to the Exchange Offer	The exchange offer is subject only to the following conditions:
	• the compliance of the exchange offer with securities laws;
	• the proper tender of the outstanding notes;
	• the representation by the holders of the outstanding notes of the matters set forth below; and
	• no judicial or administrative proceeding shall have been threatened that would limit us from proceeding with the exchange offer.
Representations and Warranties	By participating in the exchange offer, you represent to us that, among other things:
	• you will acquire the exchange notes you receive in the exchange offer in the ordinary course of your business;
	• you are not engaging in and do not intend to engage in a distribution of the exchange notes;

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	• you have no arrangement or understanding with any person to participate in the distribution of the exchange notes issued to you in the exchange offer;
	• if you are a broker-dealer, that you acquired the outstanding notes as a result of market-making or other trading activities; and
	• you are not an affiliate of ours or, if you are an affiliate, you will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable.
Procedures for Tendering Outstanding Notes Held in the Form of Book-Entry Interests	The outstanding notes were issued as global securities in fully registered form without coupons. Beneficial interests in the outstanding notes that are held by direct or indirect participants in DTC are shown on, and transfers of the outstanding notes can be made only through, records maintained in book-entry form by DTC with respect to its participants.
	If you are a holder of an outstanding note held in the form of a book-entry interest and you wish to tender your outstanding note for exchange pursuant to the exchange offer, you must send the exchange agent either:
	• a properly completed and validly executed letter of transmittal; or
	• a computer-generated message transmitted by means of DTC’s ATOP system that, when received by the exchange agent, will form a part of a confirmation of book-entry transfer in which you acknowledge and agree to be bound by the terms of the letter of transmittal.
	The exchange agent must also receive prior to the expiration of the exchange offer either:
	• a timely confirmation of book-entry transfer of your outstanding notes into the exchange agent’s account at DTC; or
	• the documents necessary for compliance with the guaranteed delivery procedures described below.
	For more information, see “The Exchange Offer — Procedures for Tendering.”
Procedures for Tendering Certificated Outstanding Notes	If you are a holder of book-entry interests in the outstanding notes, you are entitled to receive, in limited circumstances, in exchange for your book-entry interests, certificated notes that are in equal principal amounts to your book-entry interests. See “Book-Entry, Delivery and Form.” No certificated notes are issued and outstanding as of the date of this prospectus. If you acquire certificated outstanding notes before the expiration of the exchange offer, you must tender your certificated outstanding notes in accordance with the procedures described in this prospectus under the heading

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	“The Exchange Offer — Procedures for Tendering — Outstanding Notes Held in Certificated Form.”
Tenders by Beneficial Owners	If you are a beneficial owner whose outstanding notes are registered in the name of the broker, dealer, commercial bank, trust or other nominee and wish to tender those outstanding notes in the exchange offer, please contact the registered holder as soon as possible and instruct them to tender on your behalf and comply with the instructions in this prospectus.
Guaranteed Delivery Procedures	If you are unable to comply with the procedures for tendering, you may tender your outstanding notes according to the guaranteed delivery procedures described in this prospectus under the heading “The Exchange Offer — Procedures for Tendering — Guaranteed Delivery Procedures.”
Acceptance of Outstanding Notes and Delivery of Exchange Notes	If the conditions described under “The Exchange Offer — Conditions” are satisfied, we will accept for exchange any and all outstanding notes that are properly tendered before the expiration date. If we close the exchange offer, the exchange notes will be delivered promptly following the expiration date. Otherwise, we will promptly return any outstanding notes tendered.
Federal Income Tax Considerations	See “Federal Income Tax Considerations” for a discussion of U.S. federal income tax considerations you should consider before tendering outstanding notes in the exchange offer.
Consequences of Failure to Exchange	If you do not participate in the exchange offer, upon completion of the exchange offer, the liquidity of the market for your outstanding notes could be adversely affected. See “The Exchange Offer — Participation in the Exchange Offer; Untendered Notes.”
Exchange Agent	U.S. Bank National Association is serving as exchange agent for the exchange offer. The address of the exchange agent is listed under “The Exchange Offer — Exchange Agent.”

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The Exchange Notes

      The form and terms of the exchange notes to be issued in the exchange offer are the same as the form and terms of the outstanding notes except that the exchange notes will be registered under the Securities Act and, accordingly, will not bear legends restricting their transfer. The exchange notes issued in the exchange offer will evidence the same debt as the outstanding notes, and both the outstanding notes and the exchange notes are governed by the same indenture.

      The summary below describes the principal terms of the notes. Certain of the terms and conditions described below are subject to important limitations and exceptions. The “Description of the Notes” section of this prospectus contains a more detailed description of the terms and conditions of the exchange notes.

Issuer	INTERMET Corporation
Securities Offered	$175,000,000 principal amount of 9 3/4% Senior Notes due 2009.
Maturity	June 15, 2009.
Interest Rate	9 3/4% per year (calculated using a 360-day year).
Interest Payment Dates	June 15 and December 15, beginning on December 15, 2002. Interest will accrue from June 13, 2002 or, if later, from the most recent date of payment of interest on the outstanding notes.
Ranking	The notes are our senior unsecured obligations and will rank equally with our existing and future unsecured senior debt and senior to any future subordinated debt. The guarantees by substantially all of our domestic subsidiaries rank equally with the existing and future senior unsecured debt of those subsidiaries. The notes are effectively subordinated to any of our secured debt and any debt and other liabilities of our subsidiaries that are not guarantors. The guarantees are effectively subordinated to any of our or the guarantors’ secured debt. As of March 31, 2002, on a pro forma basis as if the private offering of the original notes had occurred on that date and giving effect to the application of the proceeds from that offering, we and the guarantors would have had approximately $157.2 million of secured debt outstanding and approximately $135.3 million of unused commitments, net of outstanding letters of credit, under our revolving credit facility which would be secured debt. In addition, our non-guarantor subsidiaries had approximately $0.4 million of debt outstanding as of March 31, 2002.
Guarantees	Substantially all of our domestic subsidiaries have guaranteed the notes on a senior unsecured basis.
Optional Redemption	Except as described below, we cannot redeem the notes until June 15, 2006. Thereafter, we may redeem some or all of the notes at the redemption prices listed in the “Description of the Notes — Optional Redemption.”
Optional Redemption After Public Equity Offerings	At any time (which may be more than once) before June 15, 2005, we may redeem up to 35% of the aggregate principal amount of notes issued with money that we raise in one or more public equity offerings, as long as:
	• we pay 109.75% of the face amount of the notes, plus accrued interest; and

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	• we redeem the notes within 90 days of completing the public equity offering.
Change of Control Offer	If a change in control of INTERMET occurs, holders of the notes will have the opportunity to sell us their notes at 101% of their face amount, plus accrued interest.
Asset Sale Proceeds	If we or our subsidiaries engage in asset sales, we generally must either invest the net cash proceeds from such sales in new assets within a period of time, prepay senior debt or make an offer to purchase a principal amount of the notes equal to the excess net cash proceeds. The purchase price of the notes will be 100% of their principal amount, plus accrued interest.
Certain Indenture Provisions	The indenture governing the notes contains covenants limiting our (and most or all of our subsidiaries’) ability to, among other things:
	• incur additional debt;
	• make restricted payments (including paying dividends on, redeeming or repurchasing our capital stock);
	• dispose of our assets;
	• grant liens on our assets;
	• enter into restrictions affecting the ability of our subsidiaries to make distributions, loans or advances to us;
	• engage in transactions with affiliates; and
	• merge or consolidate or transfer all or substantially all of our assets.
	These covenants are subject to a number of important limitations and exceptions.
Use of Proceeds	We will not receive any proceeds upon completion of the exchange offer.
Risk Factors	Investing in the notes involves substantial risks. See “Risk Factors” for a description of risks you should consider before investing in the notes.

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RISK FACTORS

      An investment in the notes entails a high degree of risk. There are a number of factors, including those specified below, which may adversely affect our ability to make payments on the notes. You could lose a substantial portion or all of your investment in the notes. The risk factors described below are not necessarily exhaustive. We encourage you to perform your own investigation with respect to the notes and the Company before you purchase notes.

Risks Related to The Notes

Our substantial debt could adversely affect our financial health and prevent us from making payments on the notes.

      We have, and after this offering will continue to have, a substantial amount of debt. As of March 31, 2002, giving effect to the private offering of the original notes as if it occurred on that date, we would have had approximately $332.2 million of debt.

      Our substantial debt could have important consequences to you. For example, it could:

•  make it more difficult for us to satisfy our obligations with respect to the notes;

•  increase our vulnerability to general adverse economic and industry conditions;

•  limit our ability to obtain additional financing for future working capital, capital expenditures and other general corporate purposes;

•  require us to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby reducing the availability of our cash flow for operations and other purposes;

•  limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

•  place us at a competitive disadvantage compared to our competitors that have less debt; and

•  make it more difficult for us to comply with the financial covenants required by our senior credit facilities.

      In addition, under the terms of the indenture governing the notes, we are permitted to incur substantial additional debt in the future. If new debt is added to our current debt levels, these related risks could increase.

      Our ability to make scheduled payments or to refinance our obligations with respect to our debt will depend on our financial and operating performance, which, in turn, is subject to prevailing economic conditions and to certain financial, business and other factors beyond our control. If our cash flow and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay scheduled capital expenditures, sell material assets or operations, obtain additional capital or restructure our debt. We cannot assure you that our operating performance, cash flow and capital resources will be sufficient for payment of our debt in the future. In the event that we are required to dispose of material assets or operations or restructure our debt to meet our debt service and other obligations, we cannot assure you as to the terms of any such transaction or how soon any such transaction could be completed. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources.”

The notes and guarantees are effectively subordinated to liabilities of our non-guarantor subsidiaries and our secured indebtedness.

      The notes will not be secured. If we become insolvent or are liquidated, or if payment under our revolving credit facility or any of our other secured debt obligations is accelerated, our lenders would be entitled to exercise the remedies available to a secured lender under applicable law and will have a claim on those assets before the holders of the notes. As a result, the notes are effectively subordinated to our secured indebtedness to the extent of the value of the assets securing that indebtedness and the holders of the notes would in all likelihood recover ratably less than the lenders of our secured debt in the event of our bankruptcy or

16

liquidation. In addition, the guarantees will be effectively subordinated to any of our or the guarantors’ secured debt. As of March 31, 2002, on a pro forma basis as if the private offering of the original notes had occurred on that date and proceeds of that private offering were applied as described in “Use of Proceeds,” we and the guarantors would have had approximately $157.2 million of secured debt outstanding and approximately $135.3 million of unused commitments, net of outstanding letters of credit, under our credit facility. Some of our subsidiaries, including all of our foreign subsidiaries, will not be guarantors of the notes. The notes will also be effectively subordinated to any debt and other liabilities of our subsidiaries that are not guarantors. Our non-guarantor subsidiaries had approximately $0.4 million of debt outstanding as of March 31, 2002. Under the terms of the indenture covering the notes, we are permitted to incur additional secured debt.

The indenture governing the notes contains various covenants limiting the discretion of our management in operating our business and could prevent us from engaging in some beneficial activities.

      The indenture governing the notes contains various restrictive covenants limiting our management’s discretion in operating our business. In particular, the indenture limits our ability to, among other things:

•  incur additional debt;

•  make restricted payments (including paying dividends on, redeeming or repurchasing our capital stock);

•  dispose of our assets;

•  grant liens on our assets;

•  enter into restrictions affecting the ability of our subsidiaries to make distributions, loans or advances to us;

•  engage in transactions with our affiliates; and

•  merge, consolidate or transfer all or substantially all of our assets.

      In addition, our need to remain in compliance with our covenants may restrict our flexibility in managing and making changes in our business.

      If we fail to comply with the restrictions of the indenture governing the notes or any other subsequent financing agreements, a default may allow the creditors to accelerate the related debt as well as any other debt to which a cross-acceleration or cross-default provision applies. The lenders may be able to terminate any commitments they had made to supply us with additional funds.

     We may not be able to purchase your notes upon a change of control.

      Upon the occurrence of specified “change of control” events, we will be required to offer to purchase each holder’s outstanding notes at a price equal to 101% of their principal amount plus accrued and unpaid interest. Despite this obligation, we might not have sufficient funds to purchase all of the notes that holders tender to us upon a change of control offer. The occurrence of a change of control could also constitute an event of default under our revolving credit facility or any future credit facilities. Our bank lenders might also have the right to prohibit any such purchase or redemption, in which case we would be in default on the notes. See “Description of the Notes — Change of Control.”

     An active trading market may not develop for the notes.

      The notes are new securities for which there is no established market. Although the initial purchasers have informed us that they currently intend to make a market in the notes, they are not obligated to do so and any market-making may be discontinued at any time without notice. Accordingly, we cannot assure you as to the development or liquidity of any market for the notes.

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      The liquidity of, and trading market for the notes may also be adversely affected by general declines in the market for similar securities. A general market decline may adversely affect the liquidity of, and trading market for, the notes, independent of our prospects or financial performance.

     The guarantees may not be enforceable because of fraudulent conveyance laws.

      The incurrence of the guarantees by our subsidiary guarantors may be subject to review under U.S. federal bankruptcy law or relevant state fraudulent conveyance laws if a bankruptcy case or lawsuit is commenced by or on behalf of the guarantors’ unpaid creditors. Under these laws, if a court were to find that, at the time the guarantee is incurred, the guarantor:

•  incurred the guarantee with the intent of hindering, delaying or defrauding current or future creditors; or

•  received less than reasonably equivalent value or fair consideration for incurring the guarantee, and the guarantor:

•  was insolvent or was rendered insolvent;

•  was engaged, or about to engage, in a business or transaction for which its remaining assets constituted unreasonably small capital to carry on its business; or

•  intended to incur, or believed that it would incur, debts beyond its ability to pay as the debts matured (as all of the foregoing terms are defined in or interpreted under the relevant fraudulent conveyance statutes);

then that court could set aside the guarantee or subordinate the amounts owing under the guarantee to the guarantor’s presently existing or future debt or take other actions detrimental to you. It may be asserted that the guarantors incurred their guarantees for our benefit and they incurred the obligations under the guarantees for less than reasonably equivalent value or fair consideration.

      The measure of insolvency for purposes of the foregoing considerations will vary depending upon the law of jurisdiction that is being applied in a proceeding. Generally, a company would be considered insolvent if, at the time it incurred the debt or issued the guarantee, either:

•  the sum of its debts (including contingent liabilities) is greater than its assets, at fair valuation, or

•  the present fair saleable value of its assets is less than the amount required to pay the probable liability on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured.

      If a guarantee is set aside as a fraudulent conveyance or found to be unenforceable for any reason, you will not have a claim against that obligor and will only be a creditor of INTERMET Corporation and those guarantors whose obligations were not set aside.

Risk Factors Related to Our Business

Our business is cyclical. Downturns in the light vehicle market could reduce the sales and profitability of our business.

      The demand for our products is largely dependent on the domestic and foreign production of light vehicles. The markets for our products have historically been cyclical because new vehicle demand is dependent on, among other things, consumer spending and is tied closely to the overall strength of the economy. Because our products are used principally in the production of light vehicles, our sales and results of operations are dependent on the general state of the economy and other factors that affect this market. Declines in light vehicle production could adversely impact our results of operations and financial condition, as has occurred during past production cuts by the three largest domestic automakers. Within the light vehicle market, in 2001, approximately 80% of our net sales were made to the North American light vehicle market, comprised of 48% for light trucks and 32% for passenger cars.

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     The loss of any of our major customers could adversely affect our future revenues.

      We are dependent on a small number of customers for a significant percentage of our net sales. In 2001, DaimlerChrysler, Ford Motor Company, Delphi Corporation, General Motors Corporation and Visteon Corporation accounted for 22%, 11%, 10%, 6% and 6%, respectively, of our net sales. The loss of any significant portion of our sales to these customers or any other significant customers could have a material adverse effect on us. Further deterioration of the market share held by the three largest domestic automakers could also impact our revenues. In addition, production cuts at Ford and GM could adversely impact our sales to Tier 1 suppliers to Ford and GM, such as Visteon and Delphi. The contracts we have entered into with most of our customers provide for supplying the customers’ annual requirements against a blanket purchase order, rather than for manufacturing a specific quantity of products. Most of these purchase orders are terminable at will by the customers. Therefore, the loss of a contract or a significant decrease in demand for certain key models or group of related models sold by any of our major customers could have a material adverse effect on us. We also compete to supply products for successor models and are subject to the risk that the customer will not select us to produce products on successor models.

Cost pressures affecting vehicle suppliers and consolidation among suppliers could make it more difficult for us to compete favorably in our competitive industry.

      Since the early 1980s suppliers to OEMs have undergone significant consolidation as OEMs have sought to lower costs, improve quality and increasingly purchase complete systems and modules rather than separate components. As a result of the cost focus of OEMs we have been required to reduce prices, both to the OEMs and to our automotive-supplier customers who have agreed to price concessions with the OEMs. Because of these competitive pressures, we cannot assure you that we will be able to increase or maintain gross margins on product sales to OEMs or their suppliers. Furthermore, the trend toward consolidation among automotive parts suppliers is resulting in fewer, larger suppliers which benefit from purchasing and distribution economies of scale. If we cannot achieve sufficient cost savings to compete favorably in the future with these larger, consolidated companies, our business could be adversely affected.

      The automotive component supply industry is highly competitive. Some of our competitors are companies, or divisions or subsidiaries of companies, that are larger and have greater financial and other resources than we do. In addition, with respect to certain of our products, some of our competitors are divisions of our OEM customers. We cannot assure you that our products will be able to compete successfully with the products of these other companies.

We are required to plan our capacity far into the future and our success depends on having available capacity and effectively using it.

      We principally compete for new business both at the beginning of the development of new models and upon the redesign of existing vehicle models. New model development generally begins two to five years prior to the marketing of such models to the public, and existing business generally lasts for the model life cycle. Nevertheless, customers may move business to other suppliers or ask for additional price reductions during a model life cycle. The long development and sales cycle of new and redesigned models, combined with the specialized nature of many of our facilities and the resulting difficulty in shifting work from one foundry or plant to another, could result in variances in capacity utilization. In order to meet our customers’ requirements, we may be required to supply our customers regardless of cost and consequently suffer an adverse impact to operating profit margins. This may involve shifting work among our available facilities. In addition, we frequently implement new technologies and manufacturing processes when launching new products. In the past, we have experienced product launch difficulties. No assurances can be given that we will not encounter product launch difficulties when implementing new technologies in future product launches or in shifting production among our facilities.

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     We are subject to certain risks associated with our foreign operations.

      We have significant operations in western Europe. Certain risks are inherent in international operations, including:

•  the difficulty of enforcing agreements and collecting receivables through certain foreign legal systems;

•  foreign customers may have longer payment cycles than customers in the U.S.;

•  tax rates in certain foreign countries may exceed those in the U.S., and foreign earnings may be subject to withholding requirements or the imposition of tariffs, exchange controls or other restrictions;

•  general economic and political conditions in countries where we operate may have adverse effects on our operations in those countries;

•  the difficulties associated with managing a large organization spread throughout various countries; and

•  required compliance with a variety of foreign laws and regulations.

      As we continue to expand our business globally, our success will depend, in part, on our ability to anticipate and effectively manage these and other risks. We cannot assure you that these and other factors will not have a material adverse effect on our international operations or our business as a whole. In addition, we generate a significant portion of our revenues and incur a significant portion of our expenses in currencies other than the U.S. dollar, primarily the Euro. To the extent that we are unable to match revenues received in foreign currencies with costs paid in the same currency, exchange rate fluctuations in any such currency could have adverse effects on our financial results. The weakening of European currencies in relation to the U.S. dollar had a negative impact on our revenues in 2001.

     We may be adversely impacted by work stoppages and other labor matters.

      As of March 31, 2002, approximately 54% of our employees were unionized. Our current collective bargaining agreements have expiration dates ranging from 2003 to 2005. One contract expired in 2000 and has automatically renewed on a year-to-year basis. In the past, we experienced labor difficulties at our Ironton plant, which has been closed. If our unionized workers were to engage in a strike, work stoppage or other slowdown in the future, we could experience a significant disruption of our operations which could have a material adverse effect on us.

      In addition, many OEMs and their suppliers have unionized work forces. Work stoppages or slowdowns experienced by OEMs or their suppliers could result in slowdowns or closures of assembly plants where our products are included in assembled vehicles. In the event that one or more of our customers experiences a material work stoppage, such work stoppage could have a material adverse effect on our business.

     Our business is subject to environmental regulations and related liabilities.

      We are subject to federal, state, local and foreign environmental laws and regulations concerning, among other things, air emissions, effluent discharges, storage treatment and disposal of hazardous materials and remediation of contaminated soil and groundwater. At some of our industrial sites hazardous materials have been managed for many years. Consequently, we are subject to various environmental laws that impose compliance obligations and can create liability for historical releases of hazardous substances. It is likely that we will be subject to increasingly stringent environmental standards in the future (including Maximum Achievable Control Technology standards for our industry and other requirements under the Clean Air Act Amendments of 1990, stormwater permit programs and toxic use reduction programs) and that we will be required to make additional expenditures, which could be significant, relating to environmental matters on an ongoing basis. As described below in “Business — Environmental Matters,” we may be required to incur significant costs to bring our Radford foundry into compliance with applicable clean air regulations, and to implement corrective action for any contamination of soil and groundwater.

      We have current and former operating entities that are potentially responsible for cleanup of known sites, including third-party owned sites, as well as sites that are currently or formerly owned by us or our

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subsidiaries. In addition, there can be no assurance that we will be able to comply with all environmental laws and regulations in the future or that the costs and expenses thereof or resulting from any non-compliance would not have a material adverse effect on us. See “Business — Environmental Matters” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources.”

      Where appropriate, we have recorded reserves for sites we know may require remediation. Nevertheless, these reserves may not be adequate to cover the ultimate cost of remedial measures required by environmental authorities and the cost of any future claims. In addition, we could in the future incur costs for currently unknown conditions.

     We may incur material product liability or product recall costs.

      Currently, product liability and product recall claims are not material to our financial condition. We are subject to the risk of exposure to product liability and product recall claims, however, in the event that the failure of any of our products results in personal injury or death, or does not conform to specifications. In addition, if any of our products prove to be defective, we may be required to participate in government-imposed or OEM-instituted recalls involving such products. We do not maintain insurance against product recall claims. A successful product liability or product recall claim brought against us could have a material adverse effect on us.

We must implement and sustain a competitive technological advantage in producing our products to compete effectively.

      Our products and production processes are subject to changing technology. Our success will depend on our ability to continue to meet customers’ changing specifications with respect to quality, service, price, timely delivery and technological innovation by implementing and sustaining competitive technological advances. Our business may, therefore, require significant ongoing and recurring additional capital expenditures and investments in research and development. We cannot assure you that we will be able to achieve the technological advances or introduce new products and production processes that may be necessary to remain competitive. Our inability to continuously improve existing products and production processes and to achieve technological advances could have a material adverse effect on us.

     Our business involves risks associated with complex manufacturing processes.

      Our business involves complex manufacturing processes. Some of these processes involve high pressures, hot metal and other materials and equipment that present certain safety risks to workers employed at our manufacturing facilities. Although we employ safety procedures in the design and operation of our facilities, the potential exists for accidents involving death or serious injury, and we have in fact experienced an explosion at one plant and a fire at another facility. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Impact of Insurance Proceeds in 2001 and 2000.” The potential liability resulting from any such accident, to the extent not covered by insurance, could have a material adverse effect on our business. See “Business — Legal Proceedings.” Furthermore, our insurance deductibles are high. In addition, any disruption of operations at any of our facilities could adversely affect our ability to deliver product to our customers on a timely basis and to retain our current business.

     We depend on the availability and affordability of raw materials.

      We require substantial amounts of raw materials, including energy, and substantially all raw materials we require are purchased from outside sources. The availability and prices of raw materials and energy may be subject to curtailment or change due to new laws or regulations, suppliers’ allocations to other purchasers, interruptions in production by suppliers, changes in exchange rates and worldwide price levels. Any change in the supply of, or price for, these raw materials or energy could materially affect our operating results. Although we have contractual arrangements with many of our customers that permit us to increase our prices in response to increased raw material costs (excluding energy), in times of rapidly rising raw material prices the

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adjustments will lag the current market price. We do not have contractual arrangements that permit us to increase our prices in response to rising energy costs.

     We rely on key management.

      Our success will depend, in part, on the efforts of our executive officers and other key employees. In addition, the market for qualified personnel is competitive and our future success will depend on our ability to continue to attract and retain these personnel. We do not have “key man” life insurance on any of our employees. The loss of the services of any of our key employees or the failure to attract or retain employees could have a material adverse effect on us due to disruptions in leadership and business relationships.

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USE OF PROCEEDS

      We will not receive any cash proceeds from the issuance of the exchange notes under the exchange offer. The outstanding notes surrendered in the exchange will be retired and canceled and cannot be reissued. Accordingly, the issuance of the notes under the exchange offer will not result in any change in our indebtedness.

      The net proceeds to us from the private offering of the outstanding notes, after deducting initial purchaser discounts and commissions and expenses of the offering, were approximately $169.0 million. We used the net proceeds from the private offering to retire our term loan in the amount of $161.75 million, plus accrued interest, and used the remaining net proceeds to reduce the outstanding balance on our revolving credit facility. At the time of repayment, our term loan and our revolving credit facility each bore interest at a variable rate per annum equal to LIBOR plus 3.25%. As of March 31, 2002, the rate was approximately 5.2%.

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CAPITALIZATION

      The following table sets forth the cash and cash equivalents and our consolidated capitalization as of March 31, 2002 on an actual basis and as adjusted to give effect to the offering of the original notes and the application of the net proceeds of that offering. You should read this table in conjunction with our consolidated financial statements and the related notes to the consolidated financial statements included in this prospectus. See “Use of Proceeds,” “Selected Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Description of Other Indebtedness.”

			As of March 31, 2002
			Actual		As Adjusted
			(in thousands)
Cash and cash equivalents			$	2,508	$	2,508
Debt:
	Revolving credit facility(1)		$	121,500	$	114,250
	Existing term loan(1)			161,750		—
	Industrial development bonds			40,550		40,550
	Capitalized leases and other debt			2,391		2,391
	Senior notes offered hereby			—		175,000
Total debt				326,191		332,191
Total shareholders’ equity				256,022		255,251
		Total capitalization	$	582,213	$	587,442

(1)  We applied the net proceeds of the private offering of the original notes to repay the outstanding balance under our term loan and a portion of our revolving credit facility. See “Use of Proceeds.” The outstanding balance under the revolving credit facility was higher at the closing of the offering of the original notes than as presented on an as adjusted basis as of March 31, 2002.

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SELECTED HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL DATA

      The following table summarizes our selected consolidated historical and pro forma financial data and operating data, which you should read in conjunction with “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes. The selected consolidated financial and other data as of and for each of the years in the five-year period ended December 31, 2001 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. The selected consolidated financial data as of and for the three months ended March 31, 2001 and 2002 and the twelve months ended March 31, 2002 have been derived from our unaudited financial statements and, in our opinion, reflect all adjustments necessary to present fairly the data for such periods. Interim results for the three months ended March 31, 2002 are not necessarily indicative of results that can be expected in future periods. The unaudited pro forma financial data gives effect to the offering of the notes and use of proceeds from the offering; see “Use of Proceeds.” All amounts are presented in thousands, except ratios.

																						Twelve
																Three months						months
	Years ended December 31,															ended March 31,						ended
																						March 31,
	1997			1998(a)			1999(b)(c)			2000(c)(d)(e)			2001(c)(f)			2001(c)(f)(g)			2002			2002(c)(f)
																(unaudited)						(unaudited)
Operating Data:
Net Sales	$	813,729		$	841,598		$	956,832		$	1,038,844		$	843,173		$	223,732		$	206,096		$	825,537
Cost of sales		706,771			730,857			834,545			913,262			781,650			206,387			185,577			760,840
Gross profit		106,958			110,741			122,287			125,582			61,523			17,345			20,519			64,697
Selling, general and administrative		31,760			35,092			41,627			44,899			35,505			9,449			8,060			34,116
Other operating (income) expenses		—			—			18,499			(8,009	)		13,427			(115	)		(59	)		13,483
Operating income		75,198			75,649			62,161			88,692			12,591			8,011			12,518			17,098
Interest expense, net		(11,850	)		(11,075	)		(14,905	)		(39,261	)		(31,025	)		(7,915	)		(6,354	)		(29,464	)
Other, net		(1,959	)		614			1,197			27,668			4,431			1,848			546			3,129
Income (loss) before income taxes		61,389			65,188			48,453			77,099			(14,003	)		1,944			6,710			(9,237	)
Income tax expense (benefit)		21,376			24,199			12,076			36,191			(5,300	)		1,144			2,355			(4,089	)
Net income (loss) before cumulative effect of a change in accounting principle		—			—			36,377			40,908			(8,703	)		800			4,355			(5,148	)
Cumulative effect of a change in accounting principle, net of tax		—			—			—			—			—			—			481			481
Net income (loss)(h)	$	40,013		$	40,989		$	36,377		$	40,908		$	(8,703	)	$	800		$	4,836		$	(4,667	)
Balance Sheet Data:
Cash and cash equivalents	$	7,022		$	5,848		$	3,416		$	19,737		$	13,866		$	87,181		$	2,508		$	2,508
Working capital, net(i)		53,039			50,455			99,036			74,655			73,277			100,513			56,374			56,374
Total assets		539,446			584,015			957,292			918,796			843,333			978,912			807,742			807,742
Total debt		186,920			164,101			455,040			399,166			363,422			492,418			326,191			326,191
Total shareholders’ equity		175,428			217,005			242,377			279,410			253,280			279,087			256,022			256,022
Other Data:
EBITDA(j)	$	111,529		$	111,492		$	102,279		$	142,414		$	72,563		$	22,632		$	25,491		$	75,422
Adjusted EBITDA(k)		111,529			111,492			120,778			129,676			86,093			23,242			25,491			88,342
Cash provided by operating activities		62,815			96,445			70,259			69,355			71,594			(13,528	)		28,991			114,113
Capital expenditures(l)		(40,585	)		(49,496	)		(78,743	)		(57,747	)		(36,368	)		(12,760	)		(1,595	)		(25,203	)
Depreciation and amortization		36,331			35,843			40,118			53,722			59,972			14,621			12,973			58,324
Ratio of earnings to fixed charges(m)		6.11	x		6.80	x		4.11	x		2.79	x		—	(n)		1.18	x		2.01	x		—	(n)
Unaudited Pro Forma Data(o):
Interest expense, net																						$	35,832
Ratio of total debt to Adjusted EBITDA																							3.76	x
Ratio of Adjusted EBITDA to interest expense																							2.47	x
Ratio of earnings to fixed charges(m)																							—	(p)

(a)	In the second quarter of 1998, we entered into our PortCast joint venture and we sold the operating assets of our subsidiary, Industrial Powder Coatings; in December 1998, we purchased the operating assets of Tool Products, Inc. and the outstanding shares of Vorpommersche Eisenwerke GmbH Ueckermünde, a ferrous foundry in eastern Germany.
(b)	In December 1999, we acquired Diversified Diemakers, Inc. and Ganton Technologies, Inc. See note 3 to the audited financial statements contained in this prospectus.

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(c)	We recorded pre-tax asset impairment charges and/or shutdown costs of $18.5 million, $7.5 million and $13.5 million, in 1999, 2000 and 2001, respectively.
(d)	In March 2000, we experienced an explosion at our New River foundry. In May 2000, we experienced a fire at our Neunkirchen facility. See note 15 to the audited financial statements contained in this prospectus.
(e)	In October 2000, we sold our interest in Iowa Mold Tooling Co., Inc. for $53.9 million. The pre-tax gain of $22.3 million is included in “Other operating (income) expenses” in the audited consolidated statements of operations included in this prospectus. See note 3 to the audited financial statements included in this prospectus.
(f)	Shareholders’ equity in 2001 decreased not only by the current year loss but also by the increase in the minimum pension benefit liability, translation adjustment and derivative instrument adjustment, as presented in the audited consolidated statements of shareholders’ equity included in this prospectus.
(g)	The data provided for the three months ended March 31, 2001 for the 10-Q filed for that period vary from amounts previously reported on Form 10-Q. See note 13 to the audited financial statements contained in this prospectus for a reconciliation of the amounts given with those previously reported.
(h)	In January 2002, we adopted Statement of Financial Accounting Standards (“SFAS”) No. 142. Under SFAS 142, goodwill is no longer subject to amortization. Prior to January 1, 2002, we included goodwill amortization in operating expenses in our income statements. See note 4 to the unaudited quarterly financial statements included in this prospectus. The unaudited pro forma consolidated net income as though SFAS 142 had been in effect as of January 1, 1997 is as follows (in thousands):

																Twelve
												Three months				months
	Years ended December 31,											ended March 31,				ended
																March 31,
	1997		1998		1999		2000		2001			2001		2002		2002
Reported net income (loss)	$	40,013	$	40,989	$	36,377	$	40,908	$	(8,703	)	$	800	$	4,836	$	(4,667	)
Add back: Goodwill amortization, net of tax		2,549		3,022		3,406		5,605		5,593			1,370				4,223
Adjusted net income (loss)	$	42,562	$	44,011	$	39,783	$	46,513	$	(3,110	)	$	2,170	$	4,836	$	(444	)

(i)

Working capital, net is defined as current assets excluding cash and cash equivalents and assets held for sale minus current liabilities excluding short-term debt and the current portion of long-term debt.

(j)

EBITDA is net income before interest expense, income taxes, depreciation, amortization, results of equity investments and gain on insurance proceeds from involuntary conversion of assets and cumulative effect of a change in accounting principle. We present EBITDA and related credit statistics because we understand these data are used by some investors as a financial indicator of a company’s ability to service debt. EBITDA is not a substitute for profitability or liquidity measures such as net income or cash provided by operating activities that are determined in accordance with accounting principles generally accepted in the United States. While EBITDA is frequently used as a measure of operations and the ability to meet debt service requirements, it is not necessarily comparable to other similarly titled captions of other companies due to potential inconsistencies in the method of calculation. EBITDA as presented in this prospectus is also different from EBITDA as calculated for the purposes of covenants in our credit facility.

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 (k)  Adjusted EBITDA is calculated as follows (in thousands):

																Twelve
												Three months				months
												ended March 31,				ended
																March 31,
	1997		1998		1999		2000			2001		2001		2002		2002
EBITDA	$	111,529	$	111,492	$	102,279	$	142,414		$	72,563	$	22,632	$	25,491	$	75,422
Adjustments:
Plus Ironton shutdown				—		18,499					—		—		—		—
Plus non-core asset writedown		—		—		—		7,476			—		—		—		—
Plus workforce reduction		—		—		—		2,086			—		—		—		—
Plus Alexander City closing costs		—		—		—		—			12,920		—		—		12,920
Plus Reynosa closing costs		—		—		—		—			610		610		—		—
Minus gain on sale of non-core asset		—		—		—		(22,300	)		—		—		—		—
Total Adjustments		—		—		18,499		(12,738	)		13,530		610		—		12,920
Adjusted EBITDA	$	111,529	$	111,492	$	120,778	$	129,676		$	86,093	$	23,242	$	25,491	$	88,342

(l)	2000 and 2001 capital expenditures do not include expenditures of $3,389,000 and $34,414,000, respectively, incurred in connection with our New River foundry and our Neunkirchen foundry which were covered by insurance. See note (d) above.
(m)	For purposes of the ratio of earnings to fixed charges, “earnings” is the sum of: pre-tax income from continuing operations before adjustments for minority interests in consolidated subsidiaries or income or loss from equity investees; fixed charges; amortization of capitalized interest; distributed income of equity investees; and our share of pre-tax losses of equity investees for which charges arising from guarantees are included in fixed charges; less: interest capitalized; preference security dividend requirements of consolidated subsidiaries and the minority interest in pre-tax income of subsidiaries that have not incurred fixed charges. “Fixed charges” is the sum of: interest expensed and capitalized; amortized premiums, discounts and capitalized expenses relating to indebtedness; an estimate of the interest within rental expense and preference securities dividend requirements of consolidated subsidiaries.
(n)	For the twelve months ended March 31, 2002, and the year ended December 31, 2001, fixed charges exceeded earnings by $10.8 million and $15.9 million, respectively, resulting in a ratio of less than one.
(o)	The unaudited pro forma financial information presented herein gives effect to the offering of the original notes and the application of approximately $169.0 million in net proceeds therefrom as described in “Use of Proceeds.”
(p)	For the twelve months ended March 31, 2002, on a pro forma basis, fixed charges exceeded earnings by $17.3 million, resulting in a ratio of less than one.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

  Three Months Ended March 31, 2002 Compared to Three Months Ended March 31, 2001

      Sales for the first quarter of 2002 were $206.1 million, down $17.6 million from the first quarter of 2001. Sales for operations in place during both periods were down $7.0 million, or 3%. This decrease is almost entirely attributable to the decrease in sales of the domestic auto industry and its decreased production levels. Ferrous-metals segment sales were $133.6 million during the first quarter of 2002 compared to $141.1 million for the same period last year. This represents a decrease of $7.5 million or 5.3%. This decline was mainly caused by the lower North American vehicle production and, more significantly, the market share loss of the traditional “Big Three” automakers. Light-metals segment sales decreased $9.7 million, or 12.2%, for the three months ended March 31, 2002 as compared to the same period last year. This is also due to the closing of our Alexander City aluminum plant in December 2001 and the slowdown in automotive production versus a year ago.

      Domestic sales for the first quarter were $183.8 million, down from $198.2 million for the same period last year. This decrease of $14.4 million is largely explained by the closing of our Alexander City aluminum plant in December 2001 and the slowdown in the automobile industry. For operations in place both years, sales decreased $7.0 million, or 3%. European sales during the three months ended March 31, 2002 remained strong at $22.3 million. The effect of changes in the exchange rates on consolidated European sales was an unfavorable $1.5 million for the three-month period ended March 31, 2002, when compared using exchange rates for the same period in 2001.

      Gross profit for the quarters ended March 31, 2002 and 2001 were $20.5 million and $17.3 million, respectively. Gross profit as a percentage of sales for the three months ended March 31, 2002 and 2001 was 10.0% and 7.8%, respectively. Excluding the results of Alexander City which closed in December 2001, gross profit as a percentage of sales would have been 10% and 9.5%, respectively. Higher gross profit on lower sales is a direct reflection of an improved cost structure and improved fundamental earning power.

      Selling, general and administrative expenses were 4.0% of sales for the three months ended March 31, 2002 and 2001. Other operating expenses were $0.1 million lower in the current period due to a foreign exchange gain included in first quarter 2002, while a foreign exchange loss was included in the same period of 2001.

      Interest expense at $6.4 million is down $1.6 million from the previous year as a result of debt reduction.

      Other income of $0.5 million has decreased from the same period of 2001. The prior year other income included approximately $1.5 million of gain, net of related expenses, associated with the replacement of depreciated fixed assets with new fixed assets as a result of the insurable events at the Neunkirchen facilities.

      The effective income tax rate was 35.1% and 58.8% for the first quarter of 2002 and 2001, respectively. The effective rate in first quarter 2001 differs from the statutory rates as a result of the nondeductible goodwill the Company amortized related to various acquisitions INTERMET has completed.

      Dilutive earnings per share before the cumulative effect of a change in accounting principle associated with the adoption of SFAS 142 was $0.17 compared to $0.03 for the same period in 2001.

      Dilutive earnings per share after taking into consideration the cumulative effect of a change in accounting principle associated with the adoption of SFAS 142 was $0.19 for the three-month period ended March 31, 2002. See note 4 to the unaudited quarterly financial statements included in this prospectus for further information on the cumulative effect and pro forma effect to net income and related earnings per share information from the adoption of SFAS 142.

     2001 Compared to 2000

      For the year ended December 31, 2001, we had sales of $843 million compared to 2000 sales of $1,039 million, a decrease of $196 million or 18.9%. For operations continuing into 2001, sales were down

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$145 million or 14.7%, reflecting primarily the lower North American light vehicle builds in 2001, down from 17.2 million in 2000 to 15.5 million in 2001 — a drop of 1.7 million vehicles or 9.9%. The total North American vehicle production, at 15.8 million, was lower than 2000 build rates of 17.7 million by 1.9 million, or 11%. Losses for the year were $8.7 million compared to net income of $40.9 million in 2000.

      This decrease in our profitability can be traced to several issues we faced during this last fiscal year. First, our decreased profitability is mainly a result of the reduction in light vehicle builds. Compounding this was the reduction in business that did not return to us in 2001 because of the explosion in March 2000 at our New River foundry. The 2000 accident not only resulted in a loss in sales during 2001, but also caused production issues at other plants as they tried to absorb capacity to keep all of our customers supplied after the New River explosion. We reduced our workforce over 25%, which caused some short-term inefficiencies as the workforce was redeployed in different positions. Lastly, foreign currency exchange rates had an unfavorable impact on our earnings of approximately $1.2 million when compared with the prior year.

      The North American light vehicle builds for 2001 were 15.5 million, propped up after September 11, 2001 by the zero-percentage financing programs offered by the American vehicle manufacturers. European light vehicle builds weakened in the fourth quarter.

      Sales for the ferrous metals segment were $526 million in 2001 compared with $634 million in 2000, a decrease of $108 million, or 17%. The main factors contributing to this decrease were the downturn in the economy and the business that was lost because of the explosion at our New River foundry.

      Sales in the light metals segment were $301 million. This is a decrease of $33 million, or 10% compared with 2000 levels. The decrease is mainly due to the slowdown in the economy and recession in the automotive industry. As had previously been announced, on December 21, 2001, we permanently closed our Alexander City, Alabama lost-foam aluminum plant and recognized pre-tax shutdown costs of $12.9 million, $11.7 million of which are non-cash charges. In 2001, we announced the shutdown of our Reynosa, Mexico machining operation (acquired with the Tool Products acquisition) and took a $0.6 million charge. Profitability in our light metals group, excluding the shutdown costs and goodwill amortization, increased $6.2 million on a pre-tax basis reflecting the impact of significant restructuring on our less capital-intensive segment.

      Sales for our domestic continuing operations were $753 million in 2001, down $140 million or 15.6% from 2000. This was due to inventory adjustments made at the American vehicle manufacturers in the early part of the year followed by a slumping economy and a further slowdown with the events of September 11, 2001. The year finished with a pick-up from the American vehicle manufacturers zero percent financing programs before moving into the December vacation shutdown period. In total, domestic sales were down $190 million after taking into account the sale of Iowa Mold Tooling Co., Inc. in 2000.

      Sales in our non-core businesses were down $54.5 million, or 77%, for the year. This decrease results mainly from the sale of Iowa Mold Tooling in 2000.

      European sales during 2001, in local currency, were 3% below the previous year level. The effect of changes in exchange rates on 2001 consolidated sales was an unfavorable $2.7 million, or 2.9%, when compared with European sales using exchange rates for 2000.

      Our gross profits for 2001 of $61.5 million were 7.3% of sales, down from the 2000 gross profit percentage of 12.1%. The lower demand from the weakening economy was a principal factor in our lower gross profit. The foundries are very capital intensive, resulting in a higher level of fixed costs in the operations than most manufacturing companies. We reacted to the downturn by reducing headcount and better utilizing our equipment. Sales generally do not uniformly reduce or increase across the Company, which would allow for more efficient production scheduling. Some of our plants were operating very near to breakeven, where a small change in sales has an almost similar change in cost. Consequently, these plants operated less efficiently than the year before, since they were not able to reduce their breakeven costs in line with the sales drop. One of our ferrous foundries continued to be adversely affected by the repositioning of product transferred from other foundries. These inefficiencies, combined with the lower overall volume at that foundry, caused this foundry to report losses around $8.6 million after tax.

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      Selling, general and administrative expenses were down $9.4 million, and down slightly as a percent of sales at 3.5% from 2000 expenses at 3.7%. Goodwill amortization was about the same as 2000 at $6.3 million. In December, as part of the Alexander City plant closure, $1.9 million in goodwill was written off.

      Other operating expense (income) for 2001 is primarily composed of the plant shutdown charges for the Alexander City plant ($12.9 million) and the Reynosa, Mexico plant ($0.6 million).

      Net interest expense for the years ended December 31, 2001 and 2000 was $31.0 million and $39.3 million, respectively. This change was the result of a lower borrowing rate and lower debt levels in 2001. Interest expense capitalized was $1.1 million and $1.5 million in 2001 and 2000, respectively.

      Diluted earnings per share, excluding plant shutdowns, was close to breakeven. Diluted earnings per share including the plant shutdowns was a loss of $0.34.

      The effective income tax rate for 2001 was 37.8%. For information concerning the provision for income taxes, as well as information regarding differences between effective tax rates and statutory rates, see note 10 to the audited financial statements included in this prospectus.

     2000 Compared to 1999

      Sales in 2000 were $1,039 million compared to 1999 sales of $957 million, an increase of $82 million or 8.6%. Ferrous metals segment sales for 2000 were $634 million or 17.6% lower in 2000 than for 1999. The explosion of our foundry at New River, the fire at our Neunkirchen foundry, and closing of our Ironton foundry had a negative impact on 2000 sales results. The decrease in sales is largely explained by these three events.

      Sales in the light metals segment for 2000 were $334 million, an increase of $232 million over 1999 levels. This increase was mainly due to the acquisition of Ganton Technologies, Inc. and Diversified Diemakers, Inc. in December 1999, which have been successfully integrated into our core operations. Light metal sales year over year for operations in place during both years were $104 million in 2000 and $97 million in 1999, an increase of $7 million, or 7.3%.

      Sales in our non-core business were down about $14 million, or 16.2%, for the year. This decrease mainly results from the sale of Iowa Mold Tooling.

      Sales for our domestic operations were up 11.4% in 2000 from the prior year, inclusive of the events mentioned above. In 2000, North American light vehicle production was 17.2 million units and exceeded 15 million units for the seventh consecutive year.

      European sales during 2000, in local currency, approximated 1999 levels. Sales would have been up significantly over 1999 had it not been for the fire at our Neunkirchen foundry. However, 2000 was still a record-setting year for our European operations. This was due primarily to an increase in production and sales of light vehicles in Europe. The effect of changes in exchange rates on 2000 consolidated European sales was an unfavorable $15.0 million, or 13.6%, when compared with sales using exchange rates for 1999.

      Gross profit for 2000 of $126 million was 12.1% in 2000 versus 12.8% in 1999. This decrease in our profitability can be traced to several issues we faced during 2000. First, our decreased profitability was a result of the reduction in operations due to the explosion at the New River foundry and the fire at our Neunkirchen foundry. These accidents also caused production issues at other plants as they tried to absorb the lost capacity due to these two accidents. Further, operating issues at two locations were primarily responsible for the negative effect on gross profit in 2000. Our lost-foam operation had technical difficulties launching two new complex products, and our Columbus foundry, a ductile iron casting operation, had extraordinary high costs related to the launch of a ductile iron casting as well as serious equipment start-up problems.

      Selling, general and administrative expenses for 2000 were flat to the prior year and down slightly as a percent of sales at 3.7%, compared with 1999 expenses at 3.9%. Goodwill amortization in 2000 increased to $6.4 million from $4.2 million the prior year, as a result of the additional goodwill generated from the acquisition of Ganton Technologies and Diversified Diemakers in late 1999. In 2000, “Other operating

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(income) expenses” were attributable to the gain on the sale of Iowa Mold Tooling, offset by the first quarter operating results from Ironton and the write-down of other non-core assets. In 1999, “Other operating (income) expenses” were primarily comprised of asset impairment and shutdown costs related to the shutdown of Ironton.

      Other income for 2000 is composed primarily of gains related to the replacement of assets at our New River and Neunkirchen foundries, net of the write-off for destroyed assets. Insurance proceeds covered the replacement costs of these assets.

      Interest expense for the years ended December 31, 2000 and 1999 was $39.2 million and $14.9 million, respectively. This change was a result of an increase in borrowings to purchase Ganton Technologies and Diversified Diemakers at the end of 1999, coupled with slightly higher interest rates for the period.

      Diluted earnings per share for 2000 were $1.61. Diluted earnings per share from operations, excluding the events, asset impairment, and shutdown costs mentioned above, would have been $1.10 for 2000.

      During 2000, we had various events impacting current operations and net income. On October 12, 2000, we sold our interest in Iowa Mold Tooling, resulting in a pre-tax gain of $22.3 million ($11.4 million net of taxes or $0.45 per diluted share). During 2000, we completed the shutdown of our Ironton foundry and incurred pre-tax loss of $6.1 million (net loss of $4.0 million or $0.16 per diluted share) during the first quarter. During the fourth quarter of 2000, we recorded a pre-tax workforce reduction charge of $2.1 million (net loss of $1.4 million or $0.05 per diluted share) and a loss in connection with the valuation of non-core assets of $7.5 million (net loss of $6.8 million or $0.27 per diluted share). Also in 2000, we had gains related to the replacement of assets as a result of the explosion at the New River foundry and the fire at the Neunkirchen foundry, both of which will be discussed further below. The pre-tax insurance gain, net of related costs, was $20.5 million (after-tax gain of $13.4 million or $0.53 gain per diluted share). The insurance gain was principally included in “other non-operating income and expense” on a pre-tax basis in the accompanying statements of operations, while the other one-time events impacting current operations and net income were included in “other operating expenses” on a pre-tax basis in the statements of operations included in this prospectus.

      The effective income tax rate for 2000, excluding the impact of the sale of non-core assets, was 43.9%. Sale of our investment in General Products and Iowa Mold Tooling caused the effective tax rate for the year to increase from 43.5% to 46.9%. During 1999, we implemented foreign tax strategies which, together with a change in German tax law, resulted in a decrease in the effective tax rate of approximately 18.6%. The effective tax rate for 1999 without the benefit of the foreign tax restructuring would also have been 43.5%. During 2000, we amortized $5.7 million in nondeductible goodwill, which also increased our effective tax rate. For information concerning the provision for income taxes as well as information regarding differences between effective tax rates and statutory rates, see note 10 to the audited financial statements included in this prospectus.

Liquidity and Capital Resources

     Material Changes for the First Quarter Ended March 31, 2002

      Through the first quarter of 2002, we generated cash from operations of $29.0 million while using $13.5 million for the same period last year. Depreciation and amortization expense was $13.0 million year to date, compared to $14.6 million for the same period in 2001. The $1.6 million decrease in depreciation and amortization is attributable to the adoption of SFAS 142 whereby goodwill is no longer amortized effective January 1, 2002. See note 4 to the unaudited quarterly financial statements included in this prospectus for further information on the effect of the adoption of SFAS 142. As compared to December 31, 2001, accounts receivable decreased $12.9 million while inventory decreased $5.3 million. The accounts receivable fluctuation is a result of accelerated collections at some of our major customers. Accounts payable and accrued taxes increased $1.0 million during the three months ended March 31, 2002, due primarily to higher company earnings. During the first three months we spent $1.6 million for the purchase of property, plant and equipment. Investing activities for the first three months of 2002 used cash of $1.4 million. Borrowings under

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our bank revolving credit facility decreased $27.2 million and the term loan decreased $10.0 million in the first three months of 2002. Additionally, we paid $1.0 million in dividends during the first three months of 2002. We had committed capital not yet spent of approximately $1.0 million as of March 31, 2002. We anticipate that the funds needed for the committed capital spending will come from operations.

      In addition, a new air emissions permit for our Radford, Virginia foundry issued by the Virginia Department of Environmental Quality requires that new air emission controls be installed and operational by June 14, 2003. Our best current estimates are that the cost of these new emission controls will be approximately $4.3 million. We are evaluating the future business prospects for the Radford foundry, including possible plant shutdown, in light of this required investment.

      At March 31, 2002, we had a secured revolving credit agreement with a bank group that provides for loans up to $300 million in the aggregate, and a secured term loan with a balance of $161.8 million. We had $326.2 million of debt outstanding at March 31, 2002. At March 31, 2002, $36 million was available to us under the most restrictive covenants of our credit agreements. All of our term loan is due in December of 2002. We intend to use the proceeds of this offering to retire the term loan and repay a portion of the revolving credit facility.

      Our debt agreements require us to maintain certain financial ratios. We were in compliance with our debt covenants as of March 31, 2002.

     Year Ended December 31, 2001

      During 2001, cash provided by operating activities was $71.6 million, as compared to $69.4 million in 2000. We were able to maintain strong cash flow from operations despite our loss during the year due to our increased focus on working capital management. Also included in 2001 was a non-recurring receipt of $30.6 million for insurance reimbursement.

      Non-cash charges from depreciation and amortization were $60.0 million. Our investing activities for 2001 used cash of $36.4 million for the purchase of fixed assets. Bank and other borrowings decreased $35.7 million from the end of 2000. In addition, we paid $3.2 million in dividends during 2001 ($0.04 per share per quarter). The third quarter dividend was paid in January 2002.

      Cash and cash equivalents decreased to $13.9 million at December 31, 2001 from $19.7 million at December 31, 2000 due in part to the timing of payments from significant customers and applying these funds at year-end to reduce debt.

      Outstanding funded debt decreased from $399.2 million at December 31, 2000 to $363.4 million at December 31, 2001. The decrease in debt was primarily from cash provided by operations. Our debt-to-capital ratio at 59% was level with the prior year due to lower debt levels being offset by a reduction in equity as described below. Shareholders’ equity decreased $26.1 million to $253.3 million at December 31, 2001. This change was due primarily to a $6.9 million pension adjustment, net losses of $8.7 million for the year, declared dividends of $4.1 million, $1.9 million for financial derivative adjustments and a translation adjustment of $4.3 million from our foreign operations.

      We, like many large manufacturing companies, have recurring costs related to environmental clean-up, pollution prevention measures and disposition of waste generated as part of ongoing operations. These costs totaled approximately $10.0 million each in years 2001 and 2000. Although we continue to take various steps to control environmental costs, they are expected to increase in the future. A portion of our capital expenditures is regularly incurred to prevent or monitor pollution, principally for ventilation and dust control equipment. Sales volume levels and available engineering resources, among other factors, will influence the actual amount of these capital expenditures.

      We also have current and former operating entities that are potentially responsible for cleanup of known environmental sites. These include third-party-owned sites, as well as sites that are currently owned, or formerly owned, by us or our subsidiaries. For known environmental sites, we, with the assistance of environmental engineers and consultants, have accrued $6.3 million to cover estimated future environmental

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expenditures. This amount includes a $3.4 million escrow account acquired as a part of the acquisition of Ganton Technologies in 1999 that is being used to fund the clean-up of an inactive property located in Addison, Illinois. There can be no assurance, however, that costs in excess of these accruals will not be incurred, or that unknown conditions will not be discovered that result in material expenditures by the Company for environmental matters.

      In addition to these recurring and anticipated expenditures, the 1990 amendments to the Federal Clean Air Act and regulations promulgated thereunder are expected to have a major impact on the compliance cost of many U.S. companies, including foundries of the type we own. Until Federal and state governments adopt final regulations, including Maximum Achievable Control Technology standards for our industry, implementing those amendments and until certain control measures under existing regulations are determined, it is not possible to estimate these costs.

      We also are a party to certain lawsuits and claims arising out of the conduct of our business, including those relating to commercial transactions, employment matters, product liability, environmental and safety and health matters. See “Business — Legal Proceedings.” We self-insure a significant portion of our health care and property and casualty insurance risks, but we purchase additional insurance for catastrophic losses. The events of September 11, 2001 caused extreme turmoil in the property and casualty insurance market. As a result, while we have insurance for catastrophic losses, our property deductible was increased to $10.0 million on November 1, 2001. A major property loss could have a significant impact on our operations.

      While the contingencies mentioned above are estimates of our future obligations and their ultimate impact on us is unknown, we do not believe that these contingencies will have a material adverse effect on our consolidated financial position, results of operations or cash flows. There is no assurance, however, that our activities will not give rise to actions by private parties or governmental agencies that could cause us to incur liability from damages, fines, penalties, operational shutdowns, damages, cleanup costs or other similar expenses.

      At December 31, 2001, we had commitments for the purchase of operating equipment of approximately $0.9 million, which we expect to fund through cash flow from operations. We have a secured revolving credit agreement with a bank group that provides for revolving loans of up to $300 million in the aggregate and a secured term loan with a balance of $171.8 million at December 31, 2002. We had $363.4 million of secured debt outstanding at December 31, 2001. All of the term loan is due in December 2002. A downturn in the economy would have negative effects on our financial ratios and thereby reduce bank financing availability. In addition, uncertainty in the capital markets or a decline in the creditworthiness of our receivables portfolio also could have a negative affect. We had committed and uncommitted bank credit facilities with unused borrowing capacity of $103.9 million at December 31, 2001. Our debt agreements require us to maintain certain financial ratios. We were in compliance with our covenants as of December 31, 2001.

      If our operations deteriorate and we are unable to obtain a waiver from our lenders, our debt will be in default with our lenders and our loans could be called. Due to cross-default provisions in a majority of our debt agreements, approximately 87% of our debt might be due if any of the debt is in default. We believe our results of operations will improve for the year ending December 31, 2002 and thereafter, assuming the automotive market and the economy do not worsen. Our expectations of future operating results, however, cannot be assured. If our projections of future operating results are not achieved and our debt is placed in default, we would experience material adverse effects on our financial condition and results of operations.

      We are not involved in any related party transactions in which we are, or the related party is, receiving any benefit, except for our transactions with PortCast-Fundicao Nodular, S.A. (our 50% Portuguese joint venture), in which we receive management and technical support fees.

Asset Impairment and Shutdown

      We permanently closed our Alexander City aluminum plant on December 21, 2001. These assets are in the process of being sold. Alexander City is included in the light metals segment of our business; see notes 2 and 4 to the audited financial statements included in this prospectus. This lost-foam aluminum plant was

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purchased in 1995 and had employed 117 people before its closing. Alexander City had significant operational difficulties with launches of very complex components in late 2000 through the first quarter of 2001, causing its two principal customers to question the viability of the facility. These customers began a re-sourcing process that became too difficult and expensive to be retracted once a turnaround at the plant had occurred. Alexander City had revenues of $39 million, $23 million and $15 million, and net losses of approximately $9.8 million, $10.9 million, and $1.7 million, for 2001, 2000 and 1999, respectively. The net loss of $9.8 million for 2001 includes charges for asset impairment and shutdown of $8.4 million after tax.

      The decision to close this plant was the principal reason we recorded a $11.7 million charge for impairment of assets and a $1.2 million charge for shutdown costs in the fourth quarter of 2001. All of the charges are included in “Other operating expenses” in the statements of operations included in this prospectus. The charge included a write-down of $9.8 million to fair market value for capital assets and inventories; site remediation and disposal costs of $0.7 million; goodwill of $1.9 million; provisions totaling $0.4 million for severance (for 18 salaried employees) and employee pay-related costs; and $0.1 million in legal costs. The accrual for shutdown costs of $1.2 million is included in “Accrued liabilities” in the balance sheet for December 31, 2001 included in this prospectus.

      In December 1999, we announced plans to permanently close our Ironton foundry. Ironton is included in the ferrous metals segment of the Reporting for Business Segments footnote. Ironton had revenues of $6 million and $57 million and net losses of approximately $4.4 million and $22.8 million for 2000 and 1999, respectively. Operations at the foundry continued through the first quarter of 2000 in order to fulfill customer needs. The results of current operations for 2000 have been classified within “Other operating expenses” on the statements of operations included in this prospectus. The foundry ceased operations at the end of the first quarter of 2000 and demolition was completed during the second quarter of 2001. The foundry utilized the proceeds from the sale of certain assets of $0.3 million and $4.5 million during 2001 and 2000, respectively, to fund the cost of demolishing the foundry. Also, during 2001 and 2000, $0.7 million and $1.4 million of the assets remaining at the foundry at December 31, 1999 were transferred to our other facilities.

      The decision to close the Ironton foundry was the principal reason for recording an $18.5 million charge for impairment of assets and shutdown costs in the fourth quarter of 1999, which was included in the accompanying statements of operations in 1999. The charge included a writedown of $10.7 million to fair value for capital assets; building demolition and remediation costs of $6.6 million; and provisions totaling $1.2 million for severance pay and employee benefits.

      During 2001 and 2000, we incurred $1.5 million and $5.2 million, respectively, related to Ironton for demolition and environmental remediation and $0.4 million and $1.0 million, respectively, for wages and benefits. These expenditures were accrued for at December 31, 1999. Also during 2000 we paid $1.0 million in severance and benefits relating to the 500 union employees at Ironton, which was not previously accrued.

      In December 2000, we recorded a charge in connection with a write-down of the value of certain assets of our non-core operations. The basis for the write-down was poor operating results from these non-core assets. In determining the amount of the necessary reserve, we utilized discounted future cash flows. Based on this evaluation we have decreased the carrying value of these assets by $7.5 million. This amount eliminated $5.7 million of goodwill and $1.8 million of fixed assets.

Impact of Insurance Proceeds in 2001 and 2000

      In the first half of 2000, we suffered two extensive losses: an explosion on March 5, 2000 at our New River foundry, which shut down operations at that facility until November 2000; and a fire at our Neunkirchen foundry in May 2000 that caused extensive damage, shutting down the foundry for two weeks. See note 15 to our audited financial statements included in this prospectus.

      The resulting business interruption and loss of fixed assets were covered under our insurance policies for the period. At December 31, 2000 approximately $10.4 million was recorded as deferred revenues and $16.0 million as accounts receivable. As of December 31, 2001 we had received final settlements totaling $133.8 million with our insurance carriers — $30.6 million in 2001 and $103.2 million in 2000.

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      The settlement for these two losses has been recorded as follows:

•  For the year ended December 31, 2001, we recorded insurance recovery of approximately $13.4 million related to business interruption for a total over the two years of $41.7 million for the claims made in 2000 mentioned above. Business interruption recovery monies offset cost of sales.

•  We incurred accident-related expenses in total of $53.4 million, which were offset by insurance recovery within cost of sales — $7.8 million in 2001 and $45.6 million in 2000.

•  In total, we recorded approximately $37.6 million for the replacement of property, plant and equipment. Of this amount, $3.2 million and $26.5 million has been recorded as gains in “Other, net” in the statement of operations in 2001 and 2000, respectively, included in this prospectus.

•  At December 31, 2001, approximately $0.2 million remained as deferred revenue and $0.9 million as accrued costs. No monies were still receivable.

Quantitative and Qualitative Disclosures About Market Risks

      We have exposure to four types of market risk. The first is the risk of interest rate changes and how it impacts our current results. Second, we have risk with regard to foreign currency and its impact on our international operating results. Third, we have risk related to commodity pricing, which, based on current pricing trends, has been immaterial to us with the exception of energy costs. Our energy costs more than doubled during the last quarter of 2000 and continued at the higher cost level through the first half of 2001. Though we have seen a softening of these costs, the overall trend does represent a risk to our operating results. Last, we have consumer risk. We operate principally in the cyclical automotive industry. A weakening of the economy presents a risk to our operating results.

      Most of our debt is variable-rate debt. We have entered into an interest rate swap on $50 million of our variable rate debt to reduce the impact of a significant interest rate fluctuation. Nonetheless, a 1% change in interest rates on the debt not covered by swap agreements would have changed net income approximately $2.5 million, $2.8 million and $1.1 million for 2001, 2000 and 1999, respectively. This interest rate sensitivity analysis does not consider the effects of the reduced or increased level of overall economic activity that could result from a change in interest rates.

      Due to the size of our European operations, our earnings are also affected by fluctuations in the value of the U.S. dollar as compared to foreign currencies, predominately the Euro. A 5% change in the value of the dollar relative to the Euro (or the foreign currencies in which our sales were denominated prior to 2001) would have resulted in a change in net income of approximately $0.3 million, $0.7 million and $0.4 million for 2001, 2000 and 1999, respectively. This exchange rate sensitivity analysis does not factor in potential changes in sales levels or local currency sales prices.

Critical Accounting Policies

     Allowance For Doubtful Accounts

      We evaluate the collectibility of our accounts receivable based on a combination of factors. In circumstances where we are aware of customer charge-backs or a specific customer’s inability to meet its financial obligations to us, we record a specific reserve for bad debts against amounts due to reduce the net recognized receivable to the amount we reasonably believe will be collected. Unless active discussions/ negotiations with the specific customer are occurring, we record bad debt charges based on our past loss history and the length of time the receivables are past due. In those situations with active discussions, the amount of bad debt recognized is based on the status of the discussions. If circumstances change, our estimates of the recoverability of amounts due us could be reduced by a material amount.

     Valuation of Financial Instruments

      Cash and cash equivalents have a readily identified market value. For debt, we evaluate the year end market rates for similar debt instruments to assess fair value. We obtain the fair value of the interest rate

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swaps, as noted in note 14 to our audited consolidated financial statements included in this prospectus, from dealer quotes. These values represent the estimated amount we would receive or pay to terminate agreements taking into consideration current interest rates and the creditworthiness of the counter-parties.

     Deferred Tax Assets

      As of December 31, 2001, we had approximately $5.5 million of deferred tax assets, related principally to a foreign tax credit that expires in 2006, for which no valuation allowance has been recorded. We expect to fully realize these assets since we project both sufficient foreign source income and sufficient U.S. tax liabilities before their expiration. We also have additional net deferred tax assets of $13.8 million. The realization of these assets is based upon estimates of future taxable income. In preparing estimates of future taxable income, we have used the same assumptions and projections utilized in our internal three-year forecasts and five-year estimates. Based on these projections, we expect to achieve an increase in income principally through increased sales from recovery in the automotive industry in general and increased new business while continuing our cost reductions.

     Derivative Instruments

      In 2001 we adopted SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities.” We may hold derivative financial instruments to hedge a variety of risk exposures, including interest rate risks associated with our long-term debt, foreign currency fluctuations for transactions with our overseas subsidiaries and customers and purchase commitments for certain raw materials used in our production processes. At December 31, 2001, we were party to an interest rate swap. This derivative qualifies for hedge accounting as discussed in note 14 to the audited financial statements included in this prospectus.

      We do not participate in speculative derivatives trading. Hedge accounting results when we designate and document the hedging relationships involving these derivative instruments. While we intend to continue to meet the conditions for hedge accounting, if a hedge did not qualify as highly effective under SFAS No. 133 or if we did not believe that forecasted transactions would occur, the changes in the fair value of the derivatives used as hedges would be reflected in earnings.

      To hedge interest rate risk, an interest rate swap is used in which we pay a fixed rate and receive a variable rate. This instrument is valued using the market standard methodology of netting the discounted future fixed cash receipts and the discounted expected variable cash payments. The variable cash payments are based on an expectation of future interest rates derived from observed market interest rate curves. We have not changed our methods of calculating these fair values or developing the underlying assumptions. The value of these derivatives will change over time as cash receipts and payments are made and as market conditions change. We do not believe we are exposed to more than a nominal amount of credit risk in our interest rate and/or foreign currency hedges, as the counter-parties are established, well-capitalized financial institutions. Information about the fair values, notional amounts and contractual terms of these instruments can be found in note 14 to the audited financial statements included in this prospectus.

      To hedge foreign currency risks, we may use exchange-traded options and futures contracts. The fair values of these instruments are determined from market quotes. In addition, from time to time, we have used over-the-counter forward contracts in hedging these risks. These forward contracts are valued in a manner similar to that used by the market to value exchange traded contracts; that is, using standard valuation formulas with assumptions about future foreign currency exchange rates derived from existing exchange rates, commodity prices and interest rates observed in the market. There were no forward exchange contracts outstanding at December 31, 2001, to hedge foreign currency risks.

      In addition to these derivative financial instruments, we have other contracts that have the characteristics of derivatives but are not required to be accounted for as derivatives. These contracts for the physical delivery of commodities qualify for the normal purchases and normal sales exception under SFAS No. 133 as we take physical delivery of the commodity and use it in the production process. This exception is an election and, if not elected, these contracts would be carried in the balance sheet at fair value with changes in the fair value reflected in income. These contracts cover our base raw materials and energy.

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     Long-Lived Assets

      We evaluate our property, plant and equipment for impairment whenever indicators of impairment exist. Our recoverability estimates are based on estimates of future operating results of the various facilities. Estimates of future cash flows used to test the assets for recoverability were based on current operating projections extended to the useful life of the asset groups for which we measure profits.

     Goodwill and the Impact of Adopting SFAS 142

      We had goodwill of $217.0 million and accumulated amortization of $21.9 million at March 31, 2002 and December 31, 2001. On January 1, 2002, we adopted SFAS No. 142, “Goodwill and Other Intangible Assets,” which provides that goodwill and other intangible assets with indefinite lives are no longer amortized but rather tested for impairment annually using market values, or more frequently if impairment indicators arise. As a result, we are currently in the process of performing our initial goodwill impairment review under these new accounting standards. We have not yet determined the effect, if any, of the impairment test as of January 1, 2002. We expect to complete the first stage of this review during the second quarter of 2002. If upon completion of our goodwill assessment we determine there is an impairment, we will be required to restate our first quarter 2002 financial results. Any impairment would be reflected as a cumulative effect of a change in accounting principle. In assessing the recoverability of goodwill and other intangibles, we must make assumptions regarding estimated future cash flows and other factors to determine the fair value of the respective assets. If these estimates or their related assumptions change in the future, we may be required to record additional impairment charges for these assets not previously recorded. If required, these additional charges would be included in operating income. If we determine that significant impairment has occurred, we would be required to write-off the impaired portion of goodwill as previously mentioned, which could have a material adverse effect on our operating results in the period in which the write-off occurs. See note 4 to the unaudited quarterly financial statements included in this prospectus for further information on the effect of the adoption of SFAS 142.

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BUSINESS

General

      We are the largest independent supplier of highly-engineered cast components for the North American light vehicle market. In the U.S., our primary market, we hold an estimated 9.2% share of the $7.8 billion markets in which we compete. We are also the leading supplier of complex brake castings for the European light vehicle market. Using a diverse set of advanced materials and manufacturing processes, we provide our customers with full-service capabilities including advanced design and engineering, value-added casting, machining and, in some instances, sub-assembly. We specialize in safety-related components, critical to vehicle control, which meet exacting customer demands for performance, weight and cost. We design, develop and manufacture over 1,900 complex castings, including products used by more than 18 OEMs on nearly every light vehicle platform built in the U.S. and over 100 total light vehicle platforms worldwide. For the twelve months ended March 31, 2002, we generated net sales and Adjusted EBITDA of $825.5 million and $88.3 million, respectively. We have been publicly traded since 1985.

      Since the arrival of our CEO, John Doddridge, in 1994, we have assembled a world class management team and transformed the Company through substantial capital investment in material and process technology and full-service capabilities. We believe we have developed critical scale while significantly reducing operating costs and improving manufacturing efficiency. Because of our substantial previous investments, we believe that we are uniquely positioned for significant, profitable growth at lower levels of future capital investment.

      Our customers increasingly rely on casting suppliers to provide optimal component design solutions based upon specific parameters such as performance, safety, weight and cost. We respond by providing custom design solutions that are unbiased as to material and process selection. Our manufacturing expertise in advanced materials allows us to translate complex component designs into high-quality, high-volume production.

      We are organized into two strategic groups based on our material capabilities — ferrous metals and light metals. Our Ferrous Metals Group produces highly-engineered ductile iron and gray iron components and represented 62.4% of net sales in 2001. Our Light Metals Group produces highly-engineered aluminum, magnesium and zinc components and represented 35.7% of net sales in 2001.

      Our primary material capabilities include:

•  Ferrous Metals Group

      Ductile Iron. We are the largest independent ductile iron foundry company in the world. In 2001, ductile iron castings represented 57.6% of net sales. Ductile iron components have strength and stiffness properties that are currently unavailable in lighter metals. Ductile iron’s use as a higher strength substitute for gray iron and a lower cost substitute for steel has grown steadily since its introduction in 1948. According to Stratecasts, demand for ductile iron castings in the U.S. vehicle market is expected to grow at a CAGR of 5.2% through 2006.

•  Light Metals Group

      Aluminum. We are a leading independent supplier of aluminum castings to the North American light vehicle market. In 2001, aluminum castings represented 25.7% of net sales. Aluminum generally provides our customers with lighter-weight components, although usually at a higher cost, than ferrous metals. According to Stratecasts, demand for aluminum castings in the U.S. vehicle market is expected to grow at a CAGR of 10.6% through 2006, driven by a continued emphasis on vehicle weight reduction.

      Magnesium. We produce more magnesium castings than any independent supplier in the U.S. In 2001, magnesium castings represented 7.4% of net sales. Relative to cast aluminum or ferrous components, magnesium generally provides our customers with the lightest weight products at a higher cost. According to Stratecasts, demand for magnesium castings in the U.S. vehicle market is expected to grow at a CAGR of 27.0% through 2006.

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      Our components can be found on nearly every light vehicle platform built in the U.S. and include complex, safety-critical castings for chassis, axle and suspension, powertrain, electronic and other applications. On a global basis, our components are used by over 18 OEMs, including DaimlerChrysler, Ford, General Motors, Volkswagen, BMW, Honda and Toyota, and their leading suppliers, including Delphi, Visteon, PBR Automotive, TRW, Continental, Knorr Bremse and Dana.

      We are based in Troy, Michigan and provide our full-service capabilities through 18 domestic manufacturing facilities, two international manufacturing facilities and three research, technical, and engineering centers. We also manage one joint venture in Europe.

Products

      Our product line consists of over 1,900 distinct cast components, delivered worldwide for light vehicle and industrial customers. Our primary components are utilized in safety-critical applications, where vehicle control is dependent upon the quality of our products.

      The following table summarizes our product portfolio. While most of our components are used within chassis, powertrain and electronic applications, we continue to target profitable, high-volume opportunities in other applications and markets. These opportunities create further diversity in our product line.

	2001 net
Product group	sales		% of total		Description
	(in millions)
Chassis, axle & suspension components	$	428.3		50.8%	Steering knuckles, control arms, steering gear housings, brake housings and supports, tie rods, spindle carriers, differential cases and carriers, bearing caps, spring seats, driveline yokes, brackets, steering column parts
Powertrain components		274.9		32.6	Crankshafts, camshafts, front covers, cam/valve covers, fuel pump housings, oil pump bodies, transaxle differential cases, transmission carriers/cases, transfer case housings, brackets
Electronic components		52.3		6.2	Engine controller housings, ABS controller housings, airbag housings, navigation system housings, radio housings, windshield system gear mountings, diagnostic equipment housings, cell phone parts
Other		87.7		10.4	Numerous industrial castings, magnesium instrument panel beams and brackets
	$	843.2		100.0%

Design Innovation

      We believe that our advanced design and engineering capabilities serve as a significant competitive advantage as our customers continue to outsource these critical activities to their suppliers.

      Our technical center in Lynchburg, Virginia provides advanced design and engineering services to customers. In addition, we provide technical support to all of our cast metals and machining plants worldwide through our Lynchburg research foundry and our engineering facility in Troy, Michigan. We furnish the customer with design support using their own computer-aided design and computer-aided engineering languages and cast metal process simulation software. Our design and engineering teams assist the customer, when requested, in the initial stages of product creation and modification. We also maintain production

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feasibility centers in our facilities in Stevensville, Michigan, Decatur, Illinois and Monroe City, Missouri which permit us to test our processes and materials in a production setting.

      Our advanced capabilities include finite element analysis, design optimization, prototyping, modeling enhancements and testing. We use three-dimensional solid modeling software in conjunction with rapid prototype development, among other advanced computer aided design techniques, to assist our customers in the initial stages of product design and prototype creation. These techniques greatly enhance our design and flexibility. In addition, we can substantially reduce the time required to produce sample castings, depending on the complexity of the products. Our goal is to continually improve product quality and performance. We also strive to reduce costs by offering new product solutions that reduce weight, use alternative materials or incorporate more efficient manufacturing processes. Our product and manufacturing process development work includes the development of new products and processes that can broaden our overall product offerings and capabilities. We directly expensed $1.0 million, $1.5 million and $1.7 million in 1999, 2000 and 2001, respectively, for research and development.

Customers and Marketing

      Our material and process expertise and full-service capabilities allow us to provide custom solutions to over 18 OEMs and their leading suppliers worldwide. We primarily market our products through our own sales and customer service staff. Our sales staff acts as a liaison between our customers and our production personnel. Through the product engineering group, we offer assistance at the design stage of major casting programs. We employ quality assurance representatives and engineers who work with our customers’ manufacturing personnel to detect and avoid potential problems and to develop new product opportunities for us. In addition to working with our customers’ purchasing personnel, our product engineers frequently work closely with design engineers and other technical staff.

      The following table presents our major customers, as a percentage of net sales, for the periods indicated.

		Years ended
		December 31,
Customer		1999			2000			2001
DaimlerChrysler			17	%		18	%		22	%
Ford			8			11			11
Delphi			7			8			10
General Motors			2			6			6
Visteon			8			7			6
PBR			3			3			5
TRW			5			4			4
Continental			3			2			2
Other			47			41			34
	Total		100	%		100	%		100	%

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Segment Sales

      The following tables summarize the percentage of our total sales by each of our segments to the automotive and industrial markets during 1999, 2000 and 2001.

      Our reportable segment sales by market for 1999 were as follows:

		Market
		Automotive			Industrial			Total
Reportable Segment:
Ferrous metals segment			77.5	%		3.0	%		80.5	%
Light metals segment			6.1	%		4.6	%		10.7	%
Other			.4	%		8.4	%		8.8	%
	Total		84.0	%		16.0	%		100.0	%

      Our reportable segment sales by market for 2000 were as follows:

		Market
		Automotive			Industrial			Total
Reportable Segment:
Ferrous metals segment			59.4	%		1.7	%		61.1	%
Light metals segment			23.9	%		8.2	%		32.1	%
Other			.9	%		5.9	%		6.8	%
	Total		84.2	%		15.8	%		100.0	%

      Our reportable segment sales by market for 2001 were as follows:

		Market
		Automotive			Industrial			Total
Reportable Segment:
Ferrous metals segment			58.6	%		3.8	%		62.4	%
Light metals segment			29.6	%		6.1	%		35.7	%
Other			.5	%		1.4	%		1.9	%
	Total		88.7	%		11.3	%		100.0	%

      See note 2 to the audited financial statements included in this prospectus for information on our revenues from customers, profit or loss and total assets by segment.

Foreign and Domestic Operations and Export Sales

      The following table summarizes revenues and identifiable assets for our foreign and domestic operations for 1999, 2000 and 2001 (in thousands of dollars):

		1999		2000		2001
Sales to unaffiliated customers in:
	North America	$	832,200	$	929,300	$	746,900
	Europe		119,700		106,400		93,900
	Other International		4,900		3,200		2,400
Identifiable assets in:
	North America	$	888,700	$	841,000	$	767,700
	Europe		68,600		77,800		75,600

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Competition

      We compete primarily on the basis of product quality, engineering capabilities, service and price. We compete in a highly fragmented industry with many other independent casting suppliers. In addition, the three largest automobile manufacturers in North America, which are among our largest customers, operate their own foundries. We emphasize our ability to produce complex products across growth materials in order to compete for new business. We compete for new business both at the beginning of the development of new models and upon the redesign of existing models. New model development generally begins two to five years before the marketing of such models to the public.

Our Business Strategy

      Our vision is to be the leading global supplier of full-service casting solutions to light vehicle and other industrial markets. Our success will be driven by a set of focused strategies including:

     Product Innovation

      We operate under a strategy of continuous product innovation. We proactively focus on finding new product solutions that enhance mechanical properties while reducing manufacturing costs, including instances where we are the incumbent supplier. In this manner, we are able to provide the most technologically-advanced solutions to customers, enhancing our long-term relationships while reducing the threat of near-term competitive entry. Because of our expertise in materials and our full-service capabilities, we create the opportunity for our customers to shift to new, optimal designs. For example, we redesigned a steering knuckle from ductile iron to aluminum for the upcoming version of the Dodge Durango SUV. This strategy becomes a strong competitive advantage relative to those competitors who focus on a narrow range of materials or production processes and may not offer full-service capabilities.

     Target Profitable, High-Volume Opportunities

      In the light vehicle market, our strategy is to increase market share by increasing our component content on popular vehicle platforms. Because we sell products both directly to OEMs and to leading Tier 1 and Tier 2 suppliers, we continuously monitor the consumer demand for the vehicle platforms on which our products are ultimately used. Because our products are generally used within other vehicle systems or modules, we are able to market our product solutions to multiple Tier 1 suppliers bidding for the same system contract. In this manner, we are able to increase the likelihood that we will supply a given vehicle platform. Leading Tier 1 suppliers such as Delphi, Visteon, PBR Automotive, TRW, Continental, Knorr Bremse and Dana rely on us for our material and process expertise and full-service capabilities.

      We continuously look for other high-volume, profitable markets where we can leverage our design and production expertise. New market opportunities allow us to increase our capacity utilization and increase the potential size of our end markets.

     Focus on Operational Efficiency

      We have substantially reduced our overall production breakeven level and are committed to further reducing this rate. The ability to operate profitably at low levels of capacity utilization reduces our exposure to cyclical downturns, while enhancing our earnings power on the upside and providing flexibility in our production strategy. Our production strategy will continue to focus on gaining share with profitable contracts, rather than simply filling capacity in order to cover the fixed costs of production.

     Selective International Expansion

      Our customers increasingly prefer that their suppliers provide full-service capabilities in multiple global locations. Few independent casting suppliers in North America provide significant global sourcing capabilities. With approximately 10.7% of our 2001 net sales generated by our international operations, we are well-positioned to selectively expand in important markets. We believe that strong European demand exists for

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many of our North American manufacturing technologies, particularly in light metals. We continue to evaluate joint-venture or other strategic partnership opportunities in Europe and other markets.

     Seasonality

      Our business is seasonal. Third and fourth quarter sales are usually lower than first and second quarter sales due to scheduled plant closings by automakers for vacations and model changeovers.

Raw Materials

      Steel scrap is the primary raw material we use to manufacture ferrous metal castings and secondary aluminum ingot is the primary raw material we use to manufacture light metal castings. We purchase these materials from numerous sources, but have no material long-term contracts. The cost of steel scrap and secondary aluminum ingot is subject to fluctuation. We have contractual arrangements with many of our major customers that allow us to adjust our casting prices to reflect such fluctuations. These adjustments will lag the current market price for these materials.

Backlog

      Most of our business involves supplying all or a stated portion of the customer’s annual requirements against blanket purchase orders. Customers typically issue firm releases and shipping schedules monthly. Our backlog at any given time generally consists only of the orders that have been released for shipment.

Environmental Matters

      On March 14, 2002, we entered into a consent order with the U.S. Environmental Protection Agency, which will require investigation of the nature and extent of any hazardous waste disposed of at our Radford, Virginia facilities. The Corrective Action Program has been implemented under the Resource Conservation and Recovery Act of 1976, as amended, which is known as RCRA. The Corrective Action Program requires facilities that have historically stored, treated or disposed of hazardous waste at their facilities to determine whether those activities have or could adversely affect groundwater or adversely affect human health. We are in the early stages of this investigation. Because we historically disposed of waste material at this site, it is possible that fines or penalties could be assessed, or that remedial action could be required. Although we believe the amount of any potential fines or penalties or the cost of remedial action should not be material to our business or financial condition, there can be no assurance that material costs will not be incurred.

      On June 14, 2000, the Virginia Department of Environmental Quality issued a new air emissions permit for our Radford foundry, which requires that new air emission controls be installed in the Radford foundry and be operational by June 14, 2003. Our best current estimates are that the cost of these new emission controls will be approximately $4.3 million. We are evaluating the future business prospects for the Radford foundry in light of this required investment. It is possible that we may decide to shut down this plant. We have requested that the Virginia Department of Environmental Quality extend the deadline for compliance with the new permit requirements to December 31, 2004. We expect a decision on our request during the third quarter of 2002. There is no assurance that our request will be granted. If the extension is not granted we might not be able to comply with the original deadline, or, if we were able to comply, the cost could be substantially higher than our estimates. If the extension is not granted and we are unable to comply by the original deadline, we could be forced to curtail or cease operations at this plant.

      In May 1999, we voluntarily notified the Ohio Environmental Protection Agency (“OEPA”) of a breakdown in certain pollution control equipment at our Ironton, Ohio foundry. Due to an oversight, our notification was not considered timely under the applicable rules and regulations. The equipment was subsequently repaired and became operational until the Ironton facility was closed in March 2000. Although no notice of violation has been issued by OEPA with respect to this matter, it is possible that OEPA may pursue fines or penalties for this violation. Although we cannot predict the amount of any potential fines or penalties, we do not believe that they would be material to our business or financial condition.

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      We also have other current and former operating entities that are responsible or potentially responsible for cleanup of other known environmental sites. Although we believe that the costs associated with such cleanups will not have a material adverse effect on our business or financial condition, there can be no assurance that we will not have material cost associated with these sites or other sites of which we are not currently aware.

Employees

      At March 31, 2002, we employed 6,212 persons, including 5,226 in North America. Of the persons employed in North America, 4,302 were hourly manufacturing personnel while the remainder were clerical, sales and management personnel. We employed 986 persons in Europe at March 31, 2002, 837 of whom were hourly manufacturing personnel. Of our 6,212 employees at March 31, 2002, approximately 3,350 were unionized.

Legal Proceedings

      On March 5, 2000, we suffered a catastrophic accidental explosion and fire at our New River foundry, located in Radford, Virginia. Three employees were fatally injured and others were injured, several seriously. On March 2, 2002, representatives of the three deceased employees and three of the injured employees filed lawsuits seeking damages from us and others in the Circuit Court for the city of Radford, Virginia. It is possible that one or more of the other defendants in these cases might assert cross-claims against us. We intend to defend these lawsuits on the ground that, among other things, the claims asserted against us are barred by the laws of Virginia governing workers’ compensation. We have both primary and excess liability insurance policies covering potential liability to employees and others and believe that we are adequately insured against any likely liability for deaths or injuries arising out of this incident. If we are held liable in these cases, however, and if our insurance policies do not provide coverage for the damages, the amounts that could be incurred could be material.

      We are also a party to a number of other legal proceedings in the ordinary course of our business. We do not believe that such other pending or threatened legal proceedings to which we are a party, or to which any of our property is subject, will have a material adverse effect on our consolidated financial position, results of operations or liquidity, taken as a whole.

Properties

      The following provides information about our plant locations and the products manufactured at each facility:

			Owned/
Name		Location	Leased	Type of Products
Ferrous Metals Group:
	Archer Creek foundry	Lynchburg, Virginia	Owned	Ductile iron castings
	Columbus foundry	Columbus, Georgia	Leased	Ductile iron castings
	Columbus machining	Midland, Georgia	Owned	Machined and assembled components
	Decatur foundry	Decatur, Illinois	Owned	Ductile iron castings
	Havana foundry	Havana, Illinois	Owned	Ductile iron castings
	Hibbing foundry	Hibbing, Minnesota	Owned	Ductile iron castings
	Neunkirchen foundry	Neunkirchen, Germany	Owned	Ductile iron castings
	New River foundry	Radford, Virginia	Owned	Ductile iron castings
	Radford foundry	Radford, Virginia	Owned	Ductile and gray iron castings
	Ueckermünde foundry	Ueckermünde, Germany	Owned	Ductile and gray iron castings

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			Owned/
Name		Location	Leased	Type of Products
Light Metals Group:
	Hannibal plant	Hannibal, Missouri	Owned	Magnesium die castings
	Jackson plant	Jackson, Tennessee	Leased	Precision-engineered, close- tolerance, aluminum die castings
	Minneapolis	Minneapolis, Minnesota	Owned	Precision-engineered, close- tolerance, aluminum die castings
	Monroe City plant	Monroe City, Missouri	Owned	Aluminum and zinc die castings
	Palmyra plant	Palmyra, Missouri	Owned	Magnesium die castings
	Pulaski plant	Pulaski, Tennessee	Owned	Aluminum die castings
	Racine machining	Racine, Wisconsin	Owned	Machined and assembled components
	Racine plant	Racine, Wisconsin	Owned	Aluminum die castings
	Stevensville plant	Stevensville, Michigan	Owned	Aluminum pressure/counter- pressure castings
Other:
	Frisby P.M.C	Elk Grove Village, Illinois	Leased	Precision-machined components

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MANAGEMENT

Directors and Executive Officers

      The following table states the names of our directors and executive officers:

Name	Position(s)
John Doddridge	Chairman of the Board and Chief Executive Officer
John P. Crecine	Director
Julia D. Darlow	Director
Norman F. Ehlers	Director
John R. Horne	Director
Thomas H. Jeffs II	Director
Richard J. Peters	Director
John H. Reed	Director
Pamela E. Rodgers	Director
Doretha Christoph	Vice President, Finance and Chief Financial Officer
Olindo Malizia	Vice President, Ferrous Metals
Todd A. Heavin	Vice President, Light Metals
Alan J. Miller	Vice President, General Counsel and Secretary
Gary F. Ruff	Executive Vice President, Technical Services
Laurence Vine-Chatterton	Vice President; President, INTERMET Europe
Terry Graessle	Vice President, Sales and Marketing

      Mr. Doddridge became our Chairman of the Board and Chief Executive Officer in 1994. From November 1992 until November 1994, Mr. Doddridge was vice chairman and chief executive officer of Magna International, Inc., a supplier of motor vehicle parts. From 1989 to 1992 he served as president of North American Operations of Dana Corporation, a motor vehicle parts manufacturer, and before then he served as president of Hayes-Dana Inc., a subsidiary of Dana Corporation.

      Dr. Crecine has been a director of INTERMET since 1993. He is chief executive officer of B.P.T., Inc., a private investor and consultant. He was president of the Georgia Institute of Technology from 1987 to mid-1994. Previously he served as a professor at the University of Michigan and founding director of the Institute of Public Policy Studies from 1965 to 1975. He became dean of the College of Humanities and Social Sciences at Carnegie Mellon University in 1976, a position he held until 1983 when he became the University’s provost and senior vice president for Academic Affairs. He held that position until his Georgia Tech appointment. He is a member of the Board of the Georgia Department of Industry, Trade and Tourism.

      Ms. Darlow has been a director of INTERMET since 2001. She is a consulting member of the Detroit-based law firm of Dickinson Wright PLLC. Ms. Darlow joined Dickinson Wright in 1971 and was admitted to the firm’s partnership in 1978 and became a consulting member of the firm on January 1, 2002. She is currently chairman of the board of trustees of Hutzel Hospital and a member of the board of trustees at the Detroit Medical Center. Ms. Darlow also serves on the board of trustees for Marygrove College and the Michigan Opera Theatre. She is a past president of the State Bar of Michigan.

      Mr. Ehlers has been a director of INTERMET since 1997. He served as vice president-purchasing and supply at Ford Motor Company from 1992 until his retirement in 1996. Before 1992 he served as vice president-supply for Ford of Europe, executive director of North American automotive operations production purchasing (at Ford) and executive director of purchasing and transportation services (also at Ford).

      Mr. Horne has been a director of INTERMET since 1997. He presently serves as chairman, president and chief executive officer of Navistar International Corporation. He serves as a director for the National

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Association of Manufacturers, the Corrections Corporation of America and Junior Achievement of Chicago. He is a member of the board of trustees of Taylor University of Indiana, and Manufacturers Alliance. He serves on the Mechanical Engineering Industrial Advisory Council for Purdue University and is a member of the Chicago Council on Foreign Relations, the Conference Board, the Economic Club of Chicago and the Executives’ Club of Chicago.

      Mr. Jeffs has been a director of INTERMET since 1997. He retired as vice chairman of First Chicago NBD Corporation and First National Bank of Chicago, and president and chief operating officer of its Michigan subsidiary, NBD Bank, effective October 31, 1998. He is vice chairman of the Detroit Symphony Orchestra, Inc. and a governor of the Stratford Festival of Canada.

      Mr. Peters has been a director of INTERMET since 2001. He is president and a director of Detroit-based Penske Corporation. He joined Penske in 1986, holding positions including president, chief executive officer and director of Penske Motorsports, Inc. and executive vice president and chief financial officer of Penske Corporation. Previously he served in a number of roles in commercial banking at Manufacturers Bank of Detroit and Comerica Bank.

      Mr. Reed has been a director of INTERMET since 1998. He retired as president of the Spicer Axle Group, Dana Corporation, Fort Wayne, Indiana. He serves on the board of directors of Summit Bank of Fort Wayne. Mr. Reed also served on the board of directors for the Indiana State Chamber of Commerce, the Boys Club of Fort Wayne and Junior Achievement of Northeast Indiana. He is a member of the American Society of Metals and the Society of Automotive Engineers.

      Ms. Rodgers has been a director of INTERMET since 1999. She is president of Rodgers Chevrolet in Woodhaven, Michigan. Previously, she was president of Flat Rock Chevrolet-Oldsmobile. Ms. Rodgers serves on the boards of Detroit Metro Chevrolet Dealers, the Community Foundation for Southeastern Michigan, New Detroit Alternative for Girls, Family Services of Detroit and Wayne County and Michigan’s Children. Ms. Rodgers also is affiliated with the National Black MBA Association and the Women’s Automotive Association.

      Ms. Christoph re-joined us as Vice President, Finance and Chief Financial Officer in June 2001 after serving in the same position with The McClatchy Company, a newspaper publisher, from February 2000 to December 2000. Ms. Christoph left us in February 2000 to join Sacramento-based McClatchy. She originally joined us in 1995 from LNP Engineering Plastics, Inc., a subsidiary of Kawasaki Steel Corporation, and served as our Vice President, Finance from 1995 to 2000. Before this, Ms. Christoph held financial and accounting management positions with Imperial Chemical Industries Americas, DuPont, Johnson & Johnson and Cummins Engine Company.

      Mr. Malizia joined us as a Vice President, Ferrous Metals, in March 2002. Before joining us, Mr. Malizia was employed by TRW Automotive for 23 years, most recently as the director of operations of the cast products group of TRW Automotive’s North American braking division since 1998. Prior to 1998, Mr. Malizia served as the plant manager at Lucas Varity’s Woodstock, Ontario machining plant, among other operations.

      Mr. Heavin joined us as a Group Vice President in June 2000. Before coming to us, he was a Manufacturing Manager for Delphi’s energy and chassis division. Prior to that he was employed by United Technologies Automotive for six years as plant manager of the Holland, Michigan plant and subsequently as a general manager in the interiors group.

      Mr. Miller joined us in July 1998 as Corporate General Counsel and was named Vice President and General Counsel in August 1999 and Secretary in 2000. He served as vice president, general counsel and secretary of Libbey-Owens-Ford Co., an automotive parts supplier, from February 1987 to July 1998.

      Dr. Ruff became Vice President, Technical Services in June 1999. During 2000, he was promoted to Executive Vice President, Technical Services. Before joining us, Mr. Ruff served in a variety of positions at CMI International and its successor company, Hayes Lemmerz International, Inc., automotive parts suppliers. He served as president of North American aluminum wheels — Hayes Lemmerz International and

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as corporate vice president of Hayes Lemmerz International, Inc. from February 1999 to May 1999. He was chief technical officer, executive vice president and director of CMI International, Inc. from February 1994 until Hayes-Lemmerz purchased CMI in January 1999.

      Mr. Vine-Chatterton joined us in January 1999 as a Vice President of INTERMET and President of INTERMET Europe. Before coming to INTERMET, he was a divisional finance director of T&N PLC, UK, an automotive parts supplier, from June 1996. Mr. Vine-Chatterton was a divisional finance director of Caradon PLC, UK, an international supplier to building and home improvement industries, from January 1994 until 1996.

      Mr. Graessle joined us in March 2001 as Vice President, Sales and Marketing. Before coming to us, Mr. Graessle was vice president of the lighting and wiper products group at Federal Mogul Corporation following its acquisition of Cooper Automotive. Before that, he was with the Automotive Group of Cooper Industries for nine years, serving as vice president of sales and marketing. Before Cooper Industries, Mr. Graessle was with Arvin Industries for thirteen years, achieving the position of sales director.

DESCRIPTION OF OTHER INDEBTEDNESS

Revolving Credit Facility

      General. We currently have a term loan due December 20, 2002, which we expect to repay in full with the net proceeds of this offering. We entered into our $300 million five-year credit agreement with The Bank of Nova Scotia and certain other lenders on November 5, 1999 (as amended, the “revolving credit agreement”). As of March 31, 2002, there was approximately $121.5 of outstanding indebtedness and $178.5 million of unused borrowing capacity under our revolving credit agreement for working capital and other corporate purposes. At March 31, 2002, we had outstanding standby letters of credit totaling $50.5 million. The amount of our outstanding letters of credit reduces the amount we are able to borrow under our revolving credit facility. The revolving credit facility is available until November 5, 2004.

      Interest and Fees. Amounts outstanding under our revolving credit facility bear interest, at our option, at a rate per annum equal to either: (1) LIBOR or (2) the base rate, in each case plus an applicable margin. The applicable margin is based on the ratio of our total debt (including letters of credit) to EBITDA (as defined in the revolving credit agreement), ranging from, (1) for LIBOR loans, 3.0% to 2.0%, and, (2) for base rate loans, 2.0% to 1.0%. We also pay unused commitment fees under the revolving facility, currently at 0.75%, which we expect will be reduced to 0.5% upon completion of this offering. As of March 31, 2002, our borrowings under our senior credit facilities bore interest at approximately 5.2%.

      Security and Guarantees. The revolving credit facility is secured by a security interest in all existing and future U.S. tangible and intangible assets of INTERMET Corporation and certain U.S. subsidiaries, including without limitation intellectual property, real property, all of the capital stock of U.S. entities owned by INTERMET Corporation and certain U.S. subsidiaries, and 65% of the capital stock of certain of our foreign subsidiaries. All of our obligations under our revolving credit facility are fully and unconditionally guaranteed by certain of our U.S. subsidiaries.

      Covenants. Our revolving credit facility requires us to meet certain financial tests, including without limitation minimum fixed charge coverage, minimum interest coverage, maximum ratios of funded debt to EBITDA and maximum capital expenditures. Our revolving credit facility also contains certain covenants which, among other things, limit our incurrence of additional indebtedness, liens, mergers, acquisitions and divestitures, dividends, investments and loans, sale and leaseback transactions, transactions with affiliates, changes in our business, entering into certain restrictive agreements and making payments on certain indebtedness.

      Events of Default. Our revolving credit facility contains customary events of default, including without limitation payment defaults, covenant defaults, breaches of representations and warranties, cross-defaults to certain other indebtedness (which will include the notes), certain events of bankruptcy and insolvency, ERISA defaults, judgment defaults or attachments to our assets, changes of control of INTERMET

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Corporation or any of the guarantors, defaults under or impairment of any guaranty or security document supporting the senior credit facilities.

Industrial Development Bonds

      Certain of our domestic subsidiaries had indebtedness outstanding under industrial revenue bonds totaling $40.55 million at March 31, 2002. The obligations under these industrial revenue bonds are guaranteed by us. Such bonds have varying terms and require us to make varying principal payments each year through January 1, 2007, with the principal balance due on December 1, 2019. These bonds bear interest at varying rates, which at March 31, 2002 ranged from 2.3% on certain variable rate bonds to 7.0% on certain fixed-rate bonds.

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THE EXCHANGE OFFER

Purpose and Effect of the Exchange Offer

      On June 13, 2002, we issued the outstanding notes to the initial purchasers in transactions not registered under the Securities Act of 1933 in reliance on exemptions from registration under that act. The initial purchasers then sold the outstanding notes to qualified institutional buyers in reliance on Rule 144A under the Securities Act and outside the U.S. to non-U.S. persons in reliance on Regulation S under the Securities Act. Because they have been sold pursuant to exemptions from registration, the outstanding notes are subject to transfer restrictions.

      In connection with the issuance of the outstanding notes, we entered into a registration rights agreement with the initial purchasers in which we agreed with the initial purchasers that, we would:

•  use our reasonable best efforts to file with the Securities and Exchange Commission a registration statement related to the exchange notes on or before 75 days following the issuance of the outstanding notes;

•  use our reasonable best efforts to cause the registration statement to become effective under the Securities Act on or before 165 days following the issuance of the outstanding notes; and

•  offer to the holders of the outstanding notes the opportunity to exchange their outstanding notes for a like principal amount of exchange notes upon the effectiveness of the registration statement.

      Our failure to comply with these agreements would result in liquidated damages being due on the outstanding notes. A copy of the registration rights agreement has been filed as an exhibit to the registration statement of which this prospectus is a part.

      Based on existing interpretations of the Securities Act by the staff of the SEC described in several no-action letters to third parties unrelated to us, and subject to the following sentence, we believe that the exchange notes issued in the exchange offer may be offered for resale, resold and otherwise transferred by their holders, other than broker-dealers or our “affiliates,” as that term is defined in Rule 405 under the Securities Act, without further compliance with the registration and prospectus delivery provisions of the Securities Act. However, any holder of outstanding notes who is an affiliate of ours, who is not acquiring the exchange notes in the ordinary course of such holder’s business or who intends to participate in the exchange offer for the purpose of distributing the exchange notes:

•  will not be able to rely on the interpretations by the staff of the Securities and Exchange Commission described in the above-mentioned no-action letters;

•  will not be able to tender outstanding notes in the exchange offer; and

•  must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the outstanding notes unless the sale or transfer is made under an exemption from these requirements.

      We do not intend to seek our own no-action letter, and there is no assurance that the staff of the SEC would make a similar determination regarding the exchange notes as it has in these no-action letters to third parties.

      As a result of the filing and effectiveness of the registration statement of which this prospectus is a part, we will not be required to pay an increased interest rate on the outstanding notes. Following the closing of the exchange offer, holders of outstanding notes not tendered will not have any further registration rights except in limited circumstances requiring the filing of a shelf registration statement, and the outstanding notes will continue to be subject to restrictions on transfer. Accordingly, the liquidity of the market for the outstanding notes will be adversely affected.

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Terms of the Exchange Offer

      Upon the terms and subject to the conditions stated in this prospectus and in the letter of transmittal, we will accept all outstanding notes properly tendered and not withdrawn before 5:00 p.m., New York City time, on the expiration date. After authentication of the exchange notes by the trustee or an authenticating agent, we will issue $1,000 principal amount of exchange notes in exchange for each $1,000 principal amount of outstanding notes accepted in the exchange offer.

      By tendering your outstanding notes for exchange notes in the exchange offer and signing or agreeing to be bound by the letter of transmittal, you will represent to us that:

•  you will acquire the exchange notes you receive in the exchange offer in the ordinary course of your business;

•  you have no arrangement or understanding with any person to participate in the distribution of the exchange notes issued to you in the exchange offer;

•  you are not an affiliate of ours or, if you are an affiliate, you will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable;

•  you are not engaged in and do not intend to engage in the distribution of the exchange notes; and

•  if you are a broker-dealer that will receive exchange notes for your own account in exchange for outstanding notes that were acquired as a result of market-making or other trading activities, that you will deliver a prospectus, as required by law, in connection with any resale of those exchange notes.

      Broker-dealers that are receiving exchange notes for their own account must have acquired the outstanding notes as a result of market-making or other trading activities in order to participate in the exchange offer. Each broker-dealer that receives exchange notes for its own account under the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be admitting that it is an “underwriter” within the meaning of the Securities Act. We will be required to allow broker-dealers to use this prospectus following the exchange offer in connection with the resale of exchange notes received in exchange for outstanding notes acquired by broker-dealers for their own account as a result of market-making or other trading activities. If required by applicable securities laws, we will, upon request, make this prospectus available to any broker-dealer for use in connection with a resale of exchange notes for a period of 90 days after the registration statement of which this prospectus is a part is declared effective by the SEC. See “Plan of Distribution.”

      The exchange notes will evidence the same debt as the outstanding notes and will be issued under and entitled to the benefits of the same indenture. The form and terms of the exchange notes are identical in all material respects to the form and terms of the outstanding notes except that:

•  the exchange notes will be issued in a transaction registered under the Securities Act; and

•  the exchange notes will not be subject to transfer restrictions.

      As of the date of this prospectus, $175,000,000 aggregate principal amount of the outstanding notes was outstanding. In connection with the issuance of the outstanding notes, we arranged for the outstanding notes to be issued and transferable in book-entry form through the facilities of DTC, acting as depositary. The exchange notes will also be issuable and transferable in book-entry form through DTC.

      This prospectus, together with the accompanying letter of transmittal, is initially being sent to all registered holders of the outstanding notes as of the close of business on                     , 2002. We intend to conduct the exchange offer as required by the Securities Exchange Act of 1934, and the rules and regulations of the Securities and Exchange Commission under the Exchange Act, including Rule 14e-1, to the extent applicable.

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      Rule 14e-1 describes unlawful tender practices under the Exchange Act. This section requires us, among other things:

•  to hold our exchange offer open for 20 business days;

•  to give 10 days notice of any change in the terms of this exchange offer; and

•  to issue a press release in the event of an extension of the exchange offer.

      The exchange offer is not conditioned upon any minimum aggregate principal amount of outstanding notes being tendered, and holders of the outstanding notes do not have any appraisal or dissenters’ rights under the Georgia Business Corporation Code or under the indenture in connection with the exchange offer. We shall be considered to have accepted outstanding notes tendered according to the procedures in this prospectus when, as and if we have given oral or written notice of acceptance to the exchange agent. See “— Exchange Agent.” The exchange agent will act as agent for the tendering holders of outstanding notes for the purpose of receiving exchange notes from us and delivering them to those holders.

      If any tendered outstanding notes are not accepted for exchange because of an invalid tender or the occurrence of other events described in this prospectus, certificates for these unaccepted outstanding notes will be returned, at our cost, to the tendering holder of the outstanding notes or, in the case of outstanding notes tendered by book-entry transfer, into the holder’s account at DTC according to the procedures described below, as promptly as practicable after the expiration date.

      Holders who tender outstanding notes in the exchange offer will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes related to the exchange of outstanding notes in the exchange offer. We will pay all charges and expenses, other than applicable taxes, in connection with the exchange offer. See “— Solicitation of Tenders, Fees and Expenses.”

      Neither we nor our Board of Directors makes any recommendation to holders of outstanding notes as to whether or not to tender all or any portion of their outstanding notes pursuant to the exchange offer. Moreover, we have not authorized anyone to make any such recommendation. Holders of outstanding notes must make their own decision whether to tender in the exchange offer and, if so, the amount of outstanding notes to tender after reading this prospectus and the letter of transmittal and consulting with their advisors, if any, based on their own financial position and requirements.

Expiration Date; Extensions; Amendments

      The term “expiration date” shall mean 5:00 p.m., New York City time, on                     , 2002, unless we, in our sole discretion, extend the exchange offer, in which case the term “expiration date” shall mean the latest date to which the exchange offer is extended.

      We expressly reserve the right, in our sole discretion:

•  to delay acceptance of any outstanding notes or to terminate the exchange offer and to refuse to accept outstanding notes not previously accepted, if any of the conditions described under “— Conditions” shall have occurred and shall not have been waived by us;

•  to extend the expiration date of the exchange offer;

•  to amend the terms of the exchange offer in any manner;

•  to purchase or make offers for any outstanding notes that remain outstanding after the expiration date; and

•  to the extent permitted by applicable law, to purchase outstanding notes in the open market, in privately negotiated transactions or otherwise.

      The terms of the purchases or offers described in the fourth and fifth clauses above may differ from the terms of the exchange offer.

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      Any delay in acceptance, termination, extension or amendment will be followed as promptly as practicable by oral or written notice to the exchange agent and by a public announcement. If the exchange offer is amended in a manner determined by us to constitute a material change, we will promptly disclose the amendment in a manner reasonably calculated to inform the holders of the amendment.

      We may elect to extend the exchange offer solely because some of the holders of the outstanding notes do not tender on a timely basis, in order to give them the ability to participate and avoid the significant reduction in liquidity associated with holding an unexchanged outstanding note.

Interest on the Exchange Notes

      The exchange notes will bear interest from June 13, 2002, or the most recent date on which interest was paid or provided for on the outstanding notes surrendered for the exchange notes. Accordingly, holders of outstanding notes that are accepted for exchange will not receive interest that is accrued but unpaid on the outstanding notes at the time of tender. Interest on the exchange notes will be payable semi-annually on each June 15 and December 15, commencing on December 15, 2002.

Procedures for Tendering

      Only a holder may tender its outstanding notes in the exchange offer. Any beneficial owner whose outstanding notes are registered in the name of its broker, dealer, commercial bank, trust company or other nominee or are held in book-entry form and who wishes to tender should contact the registered holder promptly and instruct the registered holder to tender on his behalf. If the beneficial owner wishes to tender on its own behalf, the beneficial owner must, before completing and executing the letter of transmittal and delivering its outstanding notes, either make appropriate arrangements to register ownership of the outstanding notes in the beneficial owner’s name or obtain a properly completed bond power from the registered holder. The transfer of record ownership may take considerable time.

      The tender by a holder will constitute an agreement between the holder, us and the exchange agent according to the terms and subject to the conditions described in this prospectus and in the letter of transmittal.

      A holder who desires to tender outstanding notes and who cannot comply with the procedures described in the prospectus for tender on a timely basis, or whose outstanding notes are not immediately available, must comply with the procedures for guaranteed delivery described below.

      The method of delivery of outstanding notes and the letter of transmittal and all other required documents to the exchange agent is at the election and risk of the holders. Delivery of such documents will be deemed made only when actually received by the exchange agent or deemed received under the ATOP procedures described below. In all cases, sufficient time should be allowed to assure delivery to the exchange agent before the expiration date. No letter of transmittal or outstanding notes should be sent to us. Holders may also request that their respective brokers, dealers, commercial banks, trust companies or nominees effect the tender for holders in each case as described in this prospectus and in the letter of transmittal.

Outstanding Notes Held in Certificated Form

      For a holder to validly tender outstanding notes held in physical form, the exchange agent must receive, before 5:00 p.m., New York city time, on the expiration date, at its address set forth in this prospectus:

•  a properly completed and validly executed letter of transmittal, or a manually signed facsimile thereof, together with any signature guarantees and any other documents required by the instructions to the letter of transmittal; and

•  certificates for tendered outstanding notes.

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Outstanding Notes Held in Book-Entry Form

      We understand that the exchange agent will make a request promptly after the date of the prospectus to establish accounts for the outstanding notes at DTC for the purpose of facilitating the exchange offer, and subject to their establishment, any financial institution that is a participant in DTC may make book-entry delivery of outstanding notes by causing DTC to transfer the outstanding notes into the exchange agent’s account for the outstanding notes using DTC’s procedures for transfer.

      If you desire to transfer outstanding notes held in book-entry form with DTC, the exchange agent must receive, before 5:00 p.m., New York City time, on the expiration date, at its address listed in this prospectus, a confirmation of book-entry transfer of the outstanding notes into the exchange agent’s account at DTC, which is referred to in this prospectus as a “book-entry confirmation,” and:

•  a properly completed and validly executed letter of transmittal, or manually signed facsimile thereof, together with any signature guarantees and other documents required by the instructions in the letter of transmittal; or

•  an agent’s message transmitted pursuant to DTC’s Automated Tender Offer Program.

Tender of Outstanding Notes Using DTC’s Automated Tender Offer Program (ATOP)

      The exchange agent and DTC have confirmed that the exchange offer is eligible for DTC’s Automated Tender Offer Program. Accordingly, DTC participants may electronically transmit their acceptance of the exchange offer by causing DTC to transfer outstanding notes held in book-entry form to the exchange agent in accordance with DTC’s ATOP procedures for transfer. DTC will then send a book-entry confirmation, including an agent’s message to the exchange agent.

      The term “agent’s message” means a message transmitted by DTC, received by the exchange agent and forming part of the book-entry confirmation, which states that DTC has received an express acknowledgment from the participant in DTC tendering outstanding notes that are the subject of that book-entry confirmation that the participant has received and agrees to be bound by the terms of the letter of transmittal, and that we may enforce such agreement against such participant. If you use ATOP procedures to tender outstanding notes you will not be required to deliver a letter of transmittal to the exchange agent, but you will be bound by its terms just as if you had signed it.

Signatures

      Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States or an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Exchange Act, unless the outstanding notes tendered with the letter of transmittal are tendered:

•  by a registered holder who has not completed the box entitled “Special Registration Instructions” or “Special Delivery Instructions” in the letter of transmittal; or

•  for the account of an institution eligible to guarantee signatures.

      If the letter of transmittal is signed by a person other than the registered holder or DTC participant who is listed as the owner, the outstanding notes must be endorsed or accompanied by appropriate bond powers that authorize the person to tender the outstanding notes on behalf of the registered holder or DTC participant who is listed as the owner, in either case signed as the name of the registered holder(s) who appears on the outstanding notes or the DTC participant who is listed as the owner, with the signature on the outstanding notes or bond powers guaranteed by an eligible guarantor institution. If the letter of transmittal or any outstanding notes or bond powers are signed or endorsed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, those persons should so indicate when signing, and unless waived by us, evidence satisfactory to us of their authority to so act must be submitted with the letter of transmittal.

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      If you tender your outstanding notes through ATOP, signatures and signature guarantees are not required.

Determination of Validity

      All questions as to the validity, form, eligibility, including time of receipt, acceptance and withdrawal of the tendered outstanding notes will be determined by us in our sole discretion. This determination will be final and binding. We reserve the absolute right to reject any and all outstanding notes not properly tendered or any outstanding notes our acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the absolute right to waive any irregularities or conditions of tender as to particular outstanding notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of outstanding notes must be cured within the time we shall determine. Although we intend to notify holders of defects or irregularities related to tenders of outstanding notes, neither we, the exchange agent nor any other person shall be under any duty to give notification of defects or irregularities related to tenders of outstanding notes nor shall any of them incur liability for failure to give notification. Tenders of outstanding notes will not be considered to have been made until the irregularities have been cured or waived. Any outstanding notes received by the exchange agent that we determine are not properly tendered or the tender of which is otherwise rejected by us and as to which the defects or irregularities have not been cured or waived by us will be returned by the exchange agent to the tendering holder unless otherwise provided in the letter of transmittal, as soon as practicable following the expiration date.

Guaranteed Delivery Procedures

      Holders who wish to tender their outstanding notes and:

•  whose outstanding notes are not immediately available;

•  who cannot complete the procedure for book-entry transfer on a timely basis;

•  who cannot deliver their outstanding notes, the letter of transmittal or any other required documents to the exchange agent before the expiration date; or

•  who cannot complete a tender of outstanding notes held in book-entry form using DTC’s ATOP procedures on a timely basis

may effect a tender if they tender through an eligible institution described under “— Procedures for Tendering — Signatures,” or, if they tender using ATOP’s guaranteed delivery procedures.

      A tender of outstanding notes made by or through an eligible institution will be accepted if:

•  before 5:00 p.m., New York City time, on the expiration date, the exchange agent receives from an eligible institution a properly completed and validly executed notice of guaranteed delivery, by facsimile transmittal, mail or hand delivery, that: (1) sets forth the name and address of the holder, the registration or certificate number or numbers of the holder’s outstanding notes and the principal amount of the outstanding notes tendered; (2) states that the tender is being made; and (3) guarantees that, within five business days after the expiration date, a properly completed and validly executed letter of transmittal or facsimile, together with a certificate(s) representing the outstanding notes to be tendered in proper form for transfer, or a confirmation of book-entry transfer into the exchange agent’s account at DTC of outstanding notes delivered electronically, and any other documents required by the letter of transmittal will be deposited by the eligible institution with the exchange agent; and

•  the properly completed and validly executed letter of transmittal or a manually signed facsimile thereof, together with the certificate(s) representing all tendered outstanding notes in proper form for transfer, or a book-entry confirmation, and all other documents required by the letter of transmittal are received by the exchange agent within five business days after the expiration date.

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      A tender made through DTC’s ATOP system will be accepted if:

•  before 5:00 p.m., New York City time, on the expiration date, the exchange agent receives an agent’s message from DTC stating that DTC has received an express acknowledgment from the participant in DTC tendering the outstanding notes that they have received and agree to be bound by the notice of guaranteed delivery; and

•  the exchange agent receives, within three New York Stock Exchange trading days after the expiration date, either: (1) a book-entry confirmation, including an agent’s message, transmitted via DTC’s ATOP procedures; or (2) a properly completed and validly executed letter of transmittal or a manually signed facsimile thereof, together with the certificate(s) representing all tendered outstanding notes in proper form for transfer, or a book-entry confirmation, and all other documents required by the letter of transmittal.

      Upon request to the exchange agent, a notice of guaranteed delivery will be sent to holders who wish to tender their outstanding notes according to the guaranteed delivery procedures described above.

Withdrawal of Tenders

      Except as otherwise provided in this prospectus, tenders of outstanding notes may be withdrawn at any time before 5:00 p.m., New York City time, on the expiration date. To withdraw a tender of outstanding notes in the exchange offer:

•  a written or facsimile transmission of a notice of withdrawal must be received by the exchange agent at its address listed below before 5:00 p.m., New York City time, on the expiration date; or

•  you must comply with the appropriate procedures of DTC’s ATOP system.

      Any notice of withdrawal must:

•  specify the name of the person having deposited the outstanding notes to be withdrawn;

•  identify the outstanding notes to be withdrawn, including the registration or certificate number or numbers and principal amount of the outstanding notes or, in the case of outstanding notes transferred by book-entry transfer, the name and number of the account at the book-entry facility to be credited;

•  be signed by the same person and in the same manner as the original signature on the letter of transmittal by which the outstanding notes were tendered, including any required signature guarantee, or be accompanied by documents of transfer sufficient to permit the trustee for the outstanding notes to register the transfer of the outstanding notes into the name of the person withdrawing the tender; and

•  specify the name in which any of these outstanding notes are to be registered, if different from that of the person who deposited the outstanding notes to be withdrawn.

      All questions as to the validity, form and eligibility, including time of receipt, of the withdrawal notices will be determined by us, whose determination shall be final and binding on all parties. Any outstanding notes so withdrawn will be judged not to have been tendered according to the procedures in this prospectus for purposes of the exchange offer, and no exchange notes will be issued in exchange for those outstanding notes unless the outstanding notes so withdrawn are validly retendered. Any outstanding notes that have been tendered but are not accepted for exchange will be returned to the holder of the outstanding notes without cost to the holder or, in the case of outstanding notes tendered by book-entry transfer, into the holder’s account at DTC according to the procedures described above. This return or crediting will take place as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn outstanding notes may be retendered by following one of the procedures described above under “— Procedures for Tendering” at any time before 5:00 p.m., New York City time, on the expiration date.

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Conditions

      The exchange offer is subject only to the following conditions:

•  the compliance of the exchange offer with securities laws;

•  the proper tender of the outstanding notes;

•  the representation by the holders of the outstanding notes that they are not our affiliate, that the exchange notes they will receive are being acquired by them in the ordinary course of their business and that at the time the exchange offer is completed the holder had no plan to participate in the distribution of the exchange notes; and

•  no judicial or administrative proceeding is pending or shall have been threatened that would limit us from proceeding with the exchange offer.

Exchange Agent

      U.S. Bank National Association, the trustee under the indenture, has been appointed as exchange agent for the exchange offer. In this capacity, the exchange agent has no fiduciary duties and will be acting solely on the basis of our directions. Requests for assistance and requests for additional copies of this prospectus or of the letter of transmittal should be directed to the exchange agent. You should send certificates for outstanding notes, letters of transmittal and any other required documents to the exchange agent addressed as follows:

By Overnight Delivery or Registered or Certified Mail:	Facsimile Transmission Number (for Eligible Institutions Only):
U.S. Bank National Association	(651) 244-1537
180 E. Fifth Street St. Paul, Minnesota 55101 Attention: Specialized Finance Department 4th Floor	Confirm Receipt of Facsimile by Telephone: (800) 934-6802

      Delivery of the letter of transmittal to an address other than as listed above or transmission of instructions via facsimile other than as described above does not constitute a valid delivery of the letter of transmittal.

Solicitation of Tenders, Fees and Expenses

      We will bear the expenses of requesting that holders of outstanding notes tender those notes for exchange notes. The principal solicitation under the exchange offer is being made by mail. Additional solicitations may be made by our officers and regular employees and our affiliates in person, by telegraph, telephone or telecopier.

      We have not retained any dealer manager in connection with the exchange offer and will not make any payments to brokers, dealers or other persons soliciting acceptances of the exchange offer. We, however, will pay the exchange agent reasonable and customary fees for its services and will reimburse the exchange agent for its reasonable out-of-pocket costs and expenses in connection with the exchange offer and will indemnify the exchange agent for all losses and claims incurred by it as a result of the exchange offer. We may also pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding copies of this prospectus, letters of transmittal and related documents to the beneficial owners of the outstanding notes and in handling or forwarding tenders for exchange.

      We will pay the expenses to be incurred in connection with the exchange offer, including fees and expenses of the exchange agent and trustee and accounting and legal fees and printing costs.

      You will not be obligated to pay any transfer tax in connection with the exchange, except if you instruct us to register exchange notes in the name of, or request that outstanding notes not tendered or not accepted in the exchange offer be returned to, a person other than you, in which event you will be responsible for the payment of any applicable transfer tax.

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Accounting Treatment

      The exchange notes will be recorded at the same carrying value as the outstanding notes, as reflected in our accounting records on the date of the exchange. Accordingly, we will recognize no gain or loss for accounting purposes upon the closing of the exchange offer. We will amortize the expenses of the exchange offer over the term of the exchange notes under generally accepted accounting principles.

Participation in the Exchange Offer; Untendered Notes

      Participation in the exchange offer is voluntary. Holders of the outstanding notes are urged to consult their financial and tax advisors in making their own decisions on what action to take.

      As a result of the making of, and upon acceptance for exchange of all outstanding notes tendered under the terms of, this exchange offer, we will have fulfilled a covenant contained in the terms of the registration rights agreement with the initial purchasers. Holders of the outstanding notes who do not tender in the exchange offer will continue to hold their outstanding notes and will be entitled to all the rights, and subject to the limitations, applicable to the outstanding notes under the indenture. Holders of outstanding notes will no longer be entitled to any rights under the registration rights agreement that by their terms terminate or cease to have further effect as a result of the making of this exchange offer. All untendered outstanding notes will continue to be subject to the restrictions on transfer described in the indenture. To the extent that outstanding notes are tendered and accepted in the exchange offer, the trading market for untendered outstanding notes could be adversely affected. This is because there will probably be many fewer outstanding notes that remain outstanding following the exchange offer, significantly reducing the liquidity of any untendered notes.

      We may in the future seek to acquire any untendered outstanding notes in the open market or through privately negotiated transactions, through subsequent exchange offers or otherwise. We intend to make any acquisitions of outstanding notes following the applicable requirements of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission under the Exchange Act, including Rule 14e-1, to the extent applicable. We have no present plan to acquire any outstanding notes that are not tendered in the exchange offer or to file a registration statement to permit resales of any outstanding notes that are not tendered in the exchange offer.

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DESCRIPTION OF THE NOTES

      The outstanding notes were, and the exchange notes will be, issued under an indenture (the “Indenture”), among the Company, the Guarantors and U.S. Bank National Association, as Trustee (the “Trustee”). The following is a summary of the material provisions of the Indenture. It does not include all of the provisions of the Indenture. We urge you to read the Indenture because it defines your rights. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “TIA”). A copy of the Indenture may be obtained from the Company or the initial purchasers. You can find definitions of certain capitalized terms used in this description under the subheading “— Certain Definitions.” For purposes of this section, references to “Notes” includes both the outstanding notes and the exchange notes, unless specifically stated otherwise, and references to the “Company” include only INTERMET Corporation and not its Subsidiaries or Affiliates.

      The Notes are senior unsecured obligations of the Company, ranking equally in right of payment with all other senior unsecured obligations of the Company. The Notes are effectively subordinated to all existing and future secured debt of the Company and the Guarantors to the extent of the assets securing such debt. The Notes also are effectively subordinated to any debt, preferred stock obligations and other liabilities of the Company’s Subsidiaries who are not Guarantors. As of March 31, 2002, on a pro forma basis as if the private placement of the outstanding notes had occurred on such date, the Company and the Guarantors would have had approximately $157.2 million of secured debt outstanding and approximately $135.3 million of unused commitments, net of outstanding letters of credit, under the Credit Agreement and the Company’s non-Guarantor Subsidiaries would have had approximately $0.4 million of debt outstanding.

      The Company will issue the Notes in fully registered form in denominations of $1,000 and integral multiples thereof. The Trustee will initially act as Paying Agent and Registrar for the Notes. The Notes may be presented for registration or transfer and exchange at the offices of the Registrar. The Company may change any Paying Agent and Registrar without notice to holders of the Notes (the “Holders”). The Company will pay principal of (and premium, if any, on) the Notes at the Trustee’s corporate trust office in New York, New York. At the Company’s option, interest may be paid at the Trustee’s corporate trust office or by check mailed to the registered address of Holders. Any original notes that remain outstanding after the completion of this exchange offer, together with the exchange notes issued in connection with the exchange offer, will be treated as a single class of securities under the Indenture.

Principal, Maturity and Interest

      The Notes will mature on June 15, 2009. The Notes will be unlimited in aggregate principal amount, with $175.0 million in aggregate principal amount of the Notes issued in the original private placement of the Notes and which may be exchanged for exchange notes. Additional Notes may be issued from time to time, subject to the limitations set forth under the subheading “— Certain Covenants — Limitation on Incurrence of Additional Indebtedness.”

      Interest on the Notes accrues at the rate of 9 3/4% per annum and is payable semiannually in cash on each June 15 and December 15 and commencing on December 15, 2002, to the persons who are registered Holders at the close of business on the June 1 and December 1, respectively, immediately preceding the applicable interest payment date. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the Issue Date. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

      The Notes are not be entitled to the benefit of any mandatory sinking fund.

Redemption

      Optional Redemption. Except as described below, the Notes are not redeemable before June 15, 2006. Thereafter, the Company may on any one or more occasions redeem the Notes at its option, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at the following redemption prices (expressed as

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percentages of the principal amount thereof) if redeemed during the twelve-month period commencing on June 15 of the year set forth below:

Year	Percentage
2006		104.875	%
2007		102.438	%
2008 and thereafter		100.000	%

      In addition, the Company must pay accrued and unpaid interest on the Notes redeemed.

      Optional Redemption Upon Public Equity Offerings. At any time, or from time to time, on or prior to June 15, 2005, the Company may, at its option, use all or any portion of the net cash proceeds of one or more Public Equity Offerings to redeem up to 35% of the aggregate principal amount of the Notes issued at a redemption price equal to 109.75% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of redemption; provided that at least 65% of the aggregate principal amount of Notes issued remains outstanding immediately after any such redemption. In order to effect the foregoing redemption with the proceeds of any Public Equity Offering, the Company shall make such redemption not more than 120 days after the consummation of any such Public Equity Offering.

Selection and Notice of Redemption

      In the event that the Company chooses to redeem less than all of the Notes, selection of the Notes for redemption will be made by the Trustee either:

      (1) in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed; or,

      (2) if such notes are not then listed on a national securities exchange, on a pro rata basis, by lot or by such method as the Trustee deems fair and appropriate.

      No Notes of a principal amount of $1,000 or less will be redeemed in part. If a partial redemption is made with the proceeds of a Public Equity Offering, the Trustee will select the Notes only on a pro rata basis or on as nearly a pro rata basis as is practicable (subject to DTC procedures). Notice of redemption will be mailed by first-class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. On and after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption price.

Guarantees

      The Notes are unconditionally guaranteed by all of the Domestic Restricted Subsidiaries of the Company existing on the Issue Date other than Intermet International, Inc., Intermet Holding Company, Transnational Indemnity Company and Western Capital Corporation and thereafter all acquired or created Restricted Subsidiaries having assets in excess of $2.0 million other than Foreign Restricted Subsidiaries. The Guarantors jointly and severally guarantee the Company’s Obligations under the Indenture and the Notes on a senior unsecured basis (the “Guarantees”). Each Guarantee ranks equally in right of payment with all other senior unsecured obligations of the respective Guarantor. The obligations of each Guarantor under its Guarantee are limited as necessary to prevent the Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law.

      Each Guarantor may consolidate with or merge into or sell its assets to the Company or another Guarantor without limitation, or with other Persons upon the terms and conditions set forth in the Indenture. See “Certain Covenants — Merger, Consolidation and Sale of Assets.” In the event all of the Capital Stock of a Guarantor is sold by the Company and the sale complies with the provisions set forth in “Certain Covenants — Limitation on Asset Sales,” the Guarantor’s Guarantee will be released.

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Change of Control

      The Indenture provides that upon the occurrence of a Change of Control, each Holder will have the right to require that the Company purchase all or a portion of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof plus accrued interest, if any, to the date of purchase.

      Within 30 days following the date upon which a Change of Control occurs, the Company must send, by first class mail, a notice to each Holder, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 45 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third business day prior to the Change of Control Payment Date.

      The Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

      If a Change of Control Offer is made, there can be no assurance that the Company will have available funds sufficient to pay the Change of Control purchase price for all the Notes that might be delivered by Holders seeking to accept the Change of Control Offer. In the event the Company is required to purchase outstanding Notes pursuant to a Change of Control Offer, the Company expects that it would seek third party financing to the extent it does not have available funds to meet its purchase obligations. However, there can be no assurance that the Company would be able to obtain such financing.

      A Change of Control would be an event of default under the Credit Facility, upon which event all amounts outstanding under the Credit Agreement could, at the option of the agent and lenders thereunder, become due and payable. There can be no assurance that in the event of a Change in Control the Company will be able to obtain the necessary consents from the lenders under the Credit Agreement to waive such default or consummate a Change in Control Offer. The failure of the Company to make or consummate the Change in Control Offer or pay the applicable Change of Control purchase price when due would result in an Event of Default and would give the Trustee and the Holders of the Notes the rights described under “Events of Default.”

      Neither the Board of Directors of the Company nor the Trustee may waive the covenant relating to a Holder’s right to redemption upon a Change of Control. Restrictions in the Indenture described herein on the ability of the Company and its Restricted Subsidiaries to incur additional Indebtedness, to grant Liens on its property, to make Restricted Payments and to make Asset Sales may also make more difficult or discourage a takeover of the Company, whether favored or opposed by the management of the Company. Consummation of any such transaction in certain circumstances may require redemption or repurchase of the Notes, and there can be no assurance that the Company or the acquiring party will have sufficient financial resources to effect such redemption or repurchase. Such restrictions and the restrictions on transactions with Affiliates may, in certain circumstances, make more difficult or discourage any leveraged buyout of the Company or any of its Subsidiaries by the management of the Company. While such restrictions cover a wide variety of arrangements which have traditionally been used to effect highly leveraged transactions, the Indenture may not afford the Holders protection in all circumstances from the adverse aspects of a highly leveraged transaction, reorganization, restructuring, merger or similar transaction.

      The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the “Change of Control” provisions of the Indenture, the Company shall

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comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the “Change of Control” provisions of the Indenture by virtue thereof.

Certain Covenants

      The Indenture contains, among others, the following covenants:

      Limitation on Incurrence of Additional Indebtedness. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, the Company or any of its Restricted Subsidiaries that is or, upon such incurrence, becomes a Guarantor may incur Indebtedness (including, without limitation, Acquired Indebtedness) and any Restricted Subsidiary of the Company that is not or will not, upon such incurrence, become a Guarantor may incur Acquired Indebtedness and, in each case if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is greater than 2.0 to 1.0. The Company and its Restricted Subsidiaries may incur Permitted Indebtedness without complying with the restrictions set forth above.

      (b) The Company will not, and will not permit any Guarantor to, directly or indirectly, incur any Indebtedness which by its terms (or by the terms of any agreement governing such Indebtedness) is expressly subordinated in right of payment to any other Indebtedness of the Company or such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate to the Notes or the applicable Guarantee, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Company or such Guarantor, as the case may be.

      Limitation on Restricted Payments. The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly:

      (a) declare or pay any dividend or make any distribution (other than dividends or distributions payable in Qualified Capital Stock of the Company) on or in respect of shares of the Company’s Capital Stock to holders of such Capital Stock in their capacity as such;

      (b) purchase, redeem or otherwise acquire or retire for value any Capital Stock of the Company or any warrants, rights or options to purchase or acquire shares of any class of such Capital Stock;

      (c) make any principal payment on, purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity, scheduled repayment or scheduled sinking fund payment, any Subordinated Indebtedness; or

      (d) make any Investment (other than Permitted Investments);

(each of the foregoing actions set forth in clauses (a), (b), (c) and (d) being referred to as a “Restricted Payment”), if at the time of such Restricted Payment or immediately after giving effect thereto:

      (1) a Default or an Event of Default shall have occurred and be continuing;

      (2) the Company is not able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with the “Limitation on Incurrence of Additional Indebtedness” covenant; or

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      (3) the aggregate amount of Restricted Payments (including such proposed Restricted Payment) made after the Issue Date (the amount expended for such purpose, if other than in cash, being the fair market value of such property) shall exceed the sum (the “Restricted Payments Basket”) of:

      (v) $5.0 million; plus

      (w) 50% of the cumulative Consolidated Net Income (or if cumulative Consolidated Net Income shall be a loss, minus 100% of such loss) of the Company earned subsequent to the Issue Date and on or prior to the date the Restricted Payment occurs (the “Reference Date”) (treating such period as a single accounting period); plus

      (x) 100% of the aggregate net cash proceeds received by the Company from any Person (other than a Subsidiary of the Company) from the issuance and sale subsequent to the Issue Date and on or prior to the Reference Date of Qualified Capital Stock of the Company or warrants, options or other rights to acquire Qualified Capital Stock of the Company (but excluding any debt security that is convertible into, or exchangeable for, Qualified Capital Stock) (excluding any net cash proceeds from a Public Equity Offering to the extent used to redeem the Notes in compliance with the provisions set forth under “Redemption — Optional Redemption Upon Public Equity Offerings”); plus

      (y) without duplication of any amounts included in clause (3)(x) above, 100% of the aggregate net cash proceeds of any equity contribution received by the Company from a holder of the Company’s Capital Stock (excluding any net cash proceeds from a Public Equity Offering to the extent used to redeem the Notes in compliance with the provisions set forth under “Redemption — Optional Redemption Upon Public Equity Offerings”); plus

      (z) without duplication, the sum of:

      (1) the aggregate amount returned in cash on or with respect to Investments (other than Permitted Investments) made subsequent to the Issue Date whether through interest payments, principal payments, dividends or other distributions or payments (including royalty payments);

      (2) the net cash proceeds received by the Company or any of its Restricted Subsidiaries from the disposition of all or any portion of such Investments (other than to a Subsidiary of the Company);

      (3) any dividends paid in cash received by the Company or a Restricted Subsidiary after the Issue Date from any Unrestricted Subsidiary to the extent such dividends were not otherwise included in Consolidated Net Income; and

      (4) upon redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the fair market value of such Subsidiary; provided, however, that the sum of clauses (1), (2), (3) and (4) above shall not exceed the aggregate amount of all such Investments made subsequent to the Issue Date.

Notwithstanding the foregoing, the provisions set forth in the immediately preceding paragraph do not prohibit:

      (1) the payment of any dividend within 60 days after the date of declaration of such dividend if the dividend would have been permitted on the date of declaration;

      (2) if no Default or Event of Default shall have occurred and be continuing, the acquisition of any shares of Capital Stock of the Company, either (i) solely in exchange for shares of Qualified Capital Stock of the Company or (ii) through the application of net proceeds of a substantially concurrent sale for cash (other than to a Subsidiary of the Company) of shares of Qualified Capital Stock of the Company;

      (3) if no Default or Event of Default shall have occurred and be continuing, the repurchase, redemption or other repayment of any Subordinated Indebtedness either (i) solely in exchange for shares

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of Qualified Capital Stock of the Company, or (ii) through the application of net proceeds of a substantially concurrent sale for cash (other than to a Subsidiary of the Company) of (a) shares of Qualified Capital Stock of the Company or (b) Refinancing Indebtedness;

      (4) if no Default or Event of Default shall have occurred and be continuing, repurchases by the Company of Common Stock of the Company from employees of the Company or any of its Subsidiaries or their authorized representatives upon the death, disability or termination of employment of such employees, in an aggregate amount not to exceed $2.5 million in any calendar year; and

      (5) the payment of a dividend on the Company’s Common Stock (other than Disqualified Capital Stock) of up to $.04 per share per quarter; provided that such amount per share shall be reduced or increased, as the case may be, in proportion to any stock splits, reverse stock splits or dividends paid in Common Stock so that the aggregate dividend payable immediately following such split or dividend paid in Common Stock is no greater than the aggregate dividend payable before such split or dividend paid in Common Stock.

      In determining the aggregate amount of the Restricted Payments Basket, amounts expended pursuant to clauses (1), (4) and (5) of the immediately preceding paragraph shall be included in such calculation. No issuance and sale of Qualified Capital Stock pursuant to clause (2) or (3) of the immediately preceding paragraph shall increase the Restricted Payments Basket, except to the extent the proceeds thereof exceed the amounts used to effect the transactions described therein.

      Limitation on Asset Sales. The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

      (1) the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of;

      (2) at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents and is received at the time of such disposition; and

      (3) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 365 days of receipt thereof either:

      (a) to prepay any Indebtedness under the Credit Agreement and effect a permanent reduction in the availability thereunder;

      (b) to make an Investment in properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used, or Capital Stock of a Person engaged, in a Permitted Business (“Replacement Assets”); and/or

      (c) a combination of prepayment and investment permitted by the foregoing clauses (3)(a) and (3)(b).

      On the 366th day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Company or of such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses (3)(a), (3)(b) and (3)(c) of the preceding paragraph (each, a “Net Proceeds Offer Trigger Date”), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (3)(a), (3)(b) and (3)(c) of the preceding paragraph (each a “Net Proceeds Offer Amount”) shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the “Net Proceeds Offer”) to all Holders on a date (the “Net Proceeds Offer Payment Date”) not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders on a pro rata basis, that amount of Notes equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase.

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      If at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this covenant.

      The Company may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $20.0 million resulting from one or more Asset Sales (at which time, the entire unutilized Net Proceeds Offer Amount, and not just the amount in excess of $20.0 million, shall be applied as required pursuant to this paragraph).

      In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under “— Merger, Consolidation and Sale of Assets”, which transaction does not constitute a Change of Control, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to such deemed sale as if it were an Asset Sale. In addition, the fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenant.

      Notwithstanding the first two paragraphs of this covenant, the Company and its Restricted Subsidiaries will be permitted to consummate an Asset Sale without complying with such paragraphs to the extent that:

      (1) at least 75% of the consideration for such Asset Sale constitutes Replacement Assets; and

      (2) such Asset Sale is for fair market value; provided that any cash or Cash Equivalents received by the Company or any of its Restricted Subsidiaries in connection with any Asset Sale permitted to be consummated under this paragraph shall constitute Net Cash Proceeds subject to the provisions of the first two paragraphs of this covenant.

      Each Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 30 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in the Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 in exchange for cash. To the extent Holders properly tender Notes in an amount exceeding the Net Proceeds Offer Amount, the tendered Notes will be purchased on a pro rata basis based on the aggregate amounts of Notes tendered. A Net Proceeds Offer shall remain open for a period of 20 business days or such longer period as may be required by law.

      The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with the “Asset Sale” provisions of the Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the “Asset Sale” provisions of the Indenture by virtue thereof.

      Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any such Restricted Subsidiary of the Company to:

      (1) pay dividends or make any other distributions on or in respect of its Capital Stock;

      (2) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or

      (3) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company,

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except for such encumbrances or restrictions existing under or by reason of:

      (a) applicable law;

      (b) the Indenture, the Notes and the Guarantees;

      (c) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary of the Company;

      (d) any agreement or instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired;

      (e) agreements or instruments existing on the Issue Date to the extent and in the manner such encumbrances and restrictions are in effect on the Issue Date, including without limitation the Credit Agreement;

      (f) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;

      (g) Liens securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such Lien;

      (h) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business;

      (i) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

      (j) customary provisions in agreements with respect to Permitted Joint Ventures;

      (k) any instrument governing Indebtedness of a Foreign Restricted Subsidiary;

      (l) any encumbrance or restriction of a Securitization Entity effected in connection with a Qualified Securitization Transaction; and

      (m) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (b), (d), (e), (g), (k) or (l) above or any amendments, modifications, restatements, renewals increases, supplements, refundings, replacements or refinancings thereof; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness or amendments, etc. are no less favorable to the Company in any material respect (as determined by the senior management of the Company in respect of Indebtedness less than $10.0 million or the Board of Directors of the Company in respect of Indebtedness of $10.0 million or greater, in each case in their reasonable and good faith judgment) than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (b), (d), (e), (g), (k) or (l).

      Limitation on Preferred Stock of Restricted Subsidiaries. The Company will not permit any of its Restricted Subsidiaries that are not Guarantors to issue any Preferred Stock (other than to the Company or to a Wholly Owned Restricted Subsidiary of the Company) or permit any Person (other than the Company or a Wholly Owned Restricted Subsidiary of the Company) to own any Preferred Stock of any Restricted Subsidiary of the Company that is not a Guarantor.

      Limitation on Liens. The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or permit or suffer to exist any Liens (other than Permitted Liens) of any kind against or upon any property or assets of the Company or any of its Restricted

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Subsidiaries whether owned on the Issue Date or acquired after the Issue Date, or any proceeds therefrom, or assign or otherwise convey any right to receive income or profits therefrom unless:

      (1) in the case of Liens securing Subordinated Indebtedness, the Notes are secured by a Lien on such property, assets, proceeds, income or profits that is senior in priority to such Liens; and

      (2) in all other cases, the Notes are equally and ratably secured by a Lien on such property, assets, proceeds, income or profits.

      In the event that any Lien, the existence of any of which gives rise to a Lien securing the Notes pursuant to the provisions of this covenant, cease to exist, the Lien securing the Notes required by this covenant shall automatically be released and the Trustee shall execute appropriate documentation.

      Merger, Consolidation and Sale of Assets. The Company will not, in a single transaction or series of related transactions, consolidate or merge with or into any Person, or sell, assign, transfer, lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the Company’s assets (determined on a consolidated basis for the Company and the Company’s Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless:

      (1) either:

      (a) the Company shall be the surviving or continuing corporation; or

      (b) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Company and of the Company’s Restricted Subsidiaries substantially as an entirety (the “Surviving Entity”):

      (x) shall be a corporation organized and validly existing under the laws of the United States or any State thereof or the District of Columbia; and

      (y) shall expressly assume, by supplemental indenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee, the due and punctual payment of the principal of, and premium, if any, and interest on all of the Notes and the performance of every covenant of the Notes, the Indenture and the Registration Rights Agreement on the part of the Company to be performed or observed;

      (2) except in the case of a consolidation or merger of the Company with or into a Wholly Owned Restricted Subsidiary, or a sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the Company’s assets to a Wholly Owned Restricted Subsidiary, immediately after giving effect to such transaction and the assumption contemplated by clause (1)(b)(y) above (including giving effect to any Indebtedness (including Acquired Indebtedness) incurred or anticipated to be incurred in connection with or in respect of such transaction), the Company or such Surviving Entity, as the case may be, shall be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to the “Limitation on Incurrence of Additional Indebtedness” covenant;

      (3) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (1)(b)(y) above (including, without limitation, giving effect to any Indebtedness (including Acquired Indebtedness) incurred or anticipated to be incurred and any Lien granted in connection with or in respect of the transaction), no Default or Event of Default shall have occurred or be continuing; and

      (4) the Company or the Surviving Entity shall have delivered to the Trustee an officers’ certificate and an opinion of counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the applicable provisions of the Indenture and that all conditions precedent in the Indenture relating to such transaction have been satisfied.

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      For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Company, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

      The Indenture provides that upon any consolidation, combination or merger or any transfer of all or substantially all of the assets of the Company in accordance with the foregoing, in which the Company is not the continuing corporation, the Surviving Entity formed by such consolidation or into which the Company is merged or to which such conveyance, lease or transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the Notes, the Indenture and the Registration Rights Agreement with the same effect as if such Surviving Entity had been named as such.

      Each Guarantor (other than any Guarantor whose Guarantee is to be released in accordance with the terms of the Guarantee and the Indenture in connection with any transaction complying with the provisions of the “Limitation on Asset Sales” covenant) will not, and the Company will not cause or permit any Guarantor to, consolidate with or merge with or into any Person other than the Company or any other Guarantor unless:

      (1) the entity formed by or surviving any such consolidation or merger (if other than the Guarantor) or to which such sale, lease, conveyance or other disposition shall have been made is a corporation organized and existing under the laws of the United States or any State thereof or the District of Columbia;

      (2) such entity assumes by supplemental indenture all of the obligations of the Guarantor under the Guarantee, the Indenture and the Registration Rights Agreement;

      (3) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and

      (4) immediately after giving effect to such transaction and the use of any net proceeds therefrom on a pro forma basis, the Company could satisfy the provisions of clause (2) of the first paragraph of this covenant.

      Any merger or consolidation, or sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the property or assets, (a) of a Guarantor with and into the Company (with the Company being the surviving entity) or another Guarantor or (b) of the Company with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction in the United States or any state thereof or the District of Columbia, need only comply with clause (4) of the first paragraph of this covenant.

      Limitations on Transactions with Affiliates. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each an “Affiliate Transaction”), other than (x) Affiliate Transactions permitted under the fourth paragraph of this covenant and (y) Affiliate Transactions on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Company or such Restricted Subsidiary.

      All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of (a) $5.0 million shall be approved by senior management of the Company or such Restricted Subsidiary (or, where such senior management is a proposed party to such Affiliate Transaction, the Board of Directors of the Company or such Restricted Subsidiary), as the case may be, such approval to be evidenced by an officers’ certificate stating that such senior management or Board of Directors has determined that such transaction complies with the foregoing provisions; and (b) $10.0 million shall be approved by the Board of Directors of the Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by an officers’

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certificate or Board Resolution, as the case may be, stating that such senior management or Board of Directors has determined that such transaction complies with the foregoing provisions.

      If the Company or any Restricted Subsidiary of the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $15.0 million, the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, issued by an Independent Financial Advisor and file the same with the Trustee.

      The restrictions set forth in the first paragraph of this covenant shall not apply to:

      (1) reasonable fees and compensation paid to and indemnity and reimbursement provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company’s Board of Directors or senior management;

      (2) any employment agreement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business;

      (3) the grant of stock options, restricted stock or similar rights to the Company or any of the Restricted Subsidiaries’ employees, directors, officers and consultants pursuant to plans approved by the Board of Directors of the Company;

      (4) loans or advances to employees or consultants in the ordinary course of business, consistent with past practices;

      (5) transactions exclusively between or among the Company and any of its Restricted Subsidiaries or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by the Indenture;

      (6) transactions exclusively between or among the Company or any of its Restricted Subsidiaries and a Permitted Joint Venture in the ordinary course of business and customary for transactions of such type, provided such transactions are not otherwise prohibited by the Indenture;

      (7) any agreement as in effect as of the Issue Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto) in any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Holders in any material respect than the original agreement as in effect on the Issue Date as reasonably determined by the Board of Directors or senior management of the Company;

      (8) transactions effected as part of a Qualified Securitization Transaction; and

      (9) Restricted Payments, Permitted Investments or Permitted Liens, each as permitted by the Indenture.

      Additional Subsidiary Guarantees. If after the Issue Date the Company or any of its Restricted Subsidiaries transfers or causes to be transferred, in one transaction or a series of related transactions, any assets having a book value in excess of $2.0 million to any Domestic Restricted Subsidiary that is not a Guarantor, or if the Company or any of its Restricted Subsidiaries shall organize, acquire or otherwise invest in another Domestic Restricted Subsidiary having total assets with a book value in excess of $2.0 million, then such transferee or acquired or other Restricted Subsidiary shall:

      (1) execute and deliver to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Company’s obligations under the Notes, the Indenture and the Registration Rights Agreement on the terms set forth in the Indenture; and

      (2) deliver to the Trustee an opinion of counsel that such supplemental indenture has been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a legal, valid, binding

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and enforceable obligation of such Restricted Subsidiary. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of the Indenture.

      Reports to Holders. The Indenture will provide that, whether or not required by the rules and regulations of the Commission, so long as any Notes are outstanding, the Company will furnish the Holders of Notes:

      (1) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and

      (2) all current reports that would be required to be filed with the Commission on Form 8-K if the Company were required to file such reports, in each case within the time periods specified in the Commission’s rules and regulations.

      In addition, following the consummation of the exchange offer contemplated by the Registration Rights Agreement, whether or not required by the rules and regulations of the Commission, the Company will use its reasonable best efforts to file a copy of all such information and reports with the Commission for public availability within the time periods specified in the Commission’s rules and regulations (unless the Commission will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. In addition, the Company has agreed that, for so long as any Notes remain outstanding, it will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Events of Default

      The following events are defined in the Indenture as “Events of Default”:

      (1) the failure to pay interest on any Note when the same becomes due and payable and the default continues for a period of 30 days;

      (2) the failure to pay the principal of any Note, when such principal becomes due and payable, at maturity, upon redemption or otherwise (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer or a Net Proceeds Offer);

      (3) a default in the observance or performance of any other covenant or agreement contained in the Indenture which default continues for a period of 45 days after the Company receives written notice specifying the default (and demanding that such default be remedied) from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes (except in the case of a default with respect to the “Merger, Consolidation and Sale of Assets” covenant, which will constitute an Event of Default with such notice requirement but without such passage of time requirement);

      (4) the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the principal amount of any Indebtedness of the Company or any Restricted Subsidiary of the Company, or the acceleration of the final stated maturity of any such Indebtedness, if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final maturity or which has been accelerated, aggregates $20.0 million or more at any time;

      (5) one or more judgments in an aggregate amount in excess of $20.0 million shall have been rendered against the Company or any of its Restricted Subsidiaries and such judgments remain undischarged, unpaid or unstayed for a period of 60 days after such judgment or judgments become final and non-appealable;

      (6) certain events of bankruptcy affecting the Company or any of its Significant Subsidiaries; or

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      (7) any Guarantee of a Significant Subsidiary ceases to be in full force and effect or any Guarantee of a Significant Subsidiary is declared to be null and void and unenforceable or any Guarantee of a Significant Subsidiary is found to be invalid or any Guarantor that is a Significant Subsidiary denies its liability under its Guarantee (other than by reason of release of a Guarantor in accordance with the terms of the Indenture).

      If an Event of Default (other than an Event of Default specified in clause (6) above with respect to the Company) shall occur and be continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Notes may declare the principal of and accrued and unpaid interest on all the Notes to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration”, and the same shall become immediately due and payable. If an Event of Default specified in clause (6) above with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.

      The Indenture provides that, at any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences:

      (1) if the rescission would not conflict with any judgment or decree;

      (2) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration;

      (3) to the extent the payment of such interest is lawful, if interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and

      (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances.

      No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto.

      The Holders of a majority in principal amount of the Notes may waive any existing or past Default or Event of Default under the Indenture, and its consequences, except a default in the payment of the principal of or interest on any Notes.

      Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture and under the TIA. Subject to the provisions of the Indenture relating to the duties of the Trustee, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request, order or direction of any of the Holders, unless such Holders have offered to the Trustee reasonable indemnity. Subject to all provisions of the Indenture and applicable law, the Holders of a majority in aggregate principal amount of the then outstanding Notes have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee.

      Under the Indenture, the Company is required to provide an officers’ certificate to the Trustee promptly upon any such officer obtaining knowledge of any Default or Event of Default (provided that the Company shall provide such certification at least annually whether or not any officer knows of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereof.

No Personal Liability of Directors, Officers, Employees and Stockholders

      No past, present or future director, officer, employee, incorporator, agent or stockholder or Affiliate of the Company, as such, shall have any liability for any obligations of the Company under the Notes, the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. No past, present or future director, officer, employee, incorporator, agent or stockholder or Affiliate of any of the Guarantors, as

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such, shall have any liability for any obligations of the Guarantors under the Guarantees, the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes and Guarantees by accepting a Note and a Guarantee waives and releases all such liabilities. The waiver and release are part of the consideration for issuance of the Notes and the Guarantees. Such waiver may not be effective to waive liabilities under the federal securities law and it is the view of the Commission that such a waiver is against public policy.

Legal Defeasance and Covenant Defeasance

      The Company may, at its option and at any time, elect to have its obligations and the obligations of the Guarantors discharged with respect to the outstanding Notes (“Legal Defeasance”). Such Legal Defeasance means that the Company and the Guarantors shall be deemed to have paid and discharged the entire indebtedness represented by the outstanding Notes and the Guarantees, except for:

      (1) the rights of Holders to receive payments in respect of the principal of, premium, if any, and interest on the Notes when such payments are due;

      (2) the Company’s obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payments;

      (3) the rights, powers, trust, duties and immunities of the Trustee and the Company’s obligations in connection therewith; and

      (4) the Legal Defeasance provisions of the Indenture.

      In addition, the Company may, at its option and at any time, elect to have the obligations of the Company released with respect to certain covenants that are described in the Indenture (“Covenant Defeasance”) and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to the Notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, reorganization and insolvency events) described under “Events of Default” will no longer constitute Events of Default with respect to the Notes.

      In order to exercise either Legal Defeasance or Covenant Defeasance:

      (1) the Company must irrevocably deposit or cause to be deposited with the Trustee, in trust, for the benefit of the Holders cash in U.S. dollars, non-callable U.S. government obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest on the Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be;

      (2) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an opinion of counsel in the United States reasonably acceptable to the Trustee confirming that:

      (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or

      (b) since the date of the Indenture, there has been a change in the applicable federal income tax law,

      in either case to the effect that, and based thereon such opinion of counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

      (3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an opinion of counsel in the United States reasonably acceptable to the Trustee confirming that the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant

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Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

      (4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit;

      (5) such Legal Defeasance or Covenant Defeasance shall not result in any Default or Event of Default under the Indenture or any default under any other material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound where such default would have a material adverse effect on the Company and its Subsidiaries, taken as a whole;

      (6) the Company shall have delivered to the Trustee an officers’ certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others;

      (7) the Company shall have delivered to the Trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with;

      (8) the Company shall have delivered to the Trustee an opinion of counsel to the effect that, assuming no intervening bankruptcy of the Company between the date of deposit and the 91st day following the date of deposit and that no Holder is an insider of the Company, after the 91st day following the date of deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; and

      (9) certain other customary conditions precedent are satisfied.

      Notwithstanding the foregoing, the opinion of counsel required by clause (2) above with respect to a Legal Defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (1) have become due and payable or (2) will become due and payable on the maturity date within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company.

Satisfaction and Discharge

      The Indenture will be discharged and will cease to be of further effect (except as to surviving rights or registration of transfer or exchange of the Notes, as expressly provided for in the Indenture) as to all outstanding Notes when:

      (1) either: (a) all the Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation; or (b) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable and the Company has irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be;

      (2) the Company has paid all other sums payable under the Indenture by the Company; and

      (3) the Company has delivered to the Trustee an officers’ certificate and an opinion of counsel stating that all conditions precedent under the Indenture relating to the satisfaction and discharge of the Indenture have been complied with.

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Modification of the Indenture

      From time to time, the Company, the Guarantors and the Trustee, without the consent of the Holders, may amend, waive or otherwise modify provisions of the Indenture for certain specified purposes, including (a) curing ambiguities, defects or inconsistencies so long as such changes do not, in the opinion of the Trustee, adversely affect the rights of any of the Holders in any material respect, (b) providing for uncertificated Notes in addition to or in place of certificated Notes, (c) providing for the assumption of the Company’s obligations to Holders of the Notes in case of a merger or consolidation or sale of all or substantially all of the Company’s assets, (d) complying with the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the TIA; or (e) making any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any Holder of the Notes in any material respect. Other amendments, waivers and other modifications of provisions of the Indenture may be made with the consent of the Holders of a majority in principal amount of the then outstanding Notes issued under the Indenture, except that, without the consent of each Holder affected thereby, no such amendment, waiver or other modification may:

      (1) reduce the principal amount of Notes whose Holders must consent to an amendment;

      (2) reduce the rate of or change or have the effect of changing the time for payment of interest, including defaulted interest, on any Notes;

      (3) reduce the principal of or change or have the effect of changing the fixed maturity of any Notes, or change the date on which any Notes may be subject to redemption or reduce the redemption price therefor;

      (4) make any Notes payable in money other than that stated in the Notes;

      (5) make any change in provisions of the Indenture protecting the right of each Holder to receive payment of principal of and interest on such Holder’s Note or Notes on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of Notes to waive Defaults or Events of Default;

      (6) after the Company’s obligation to purchase Notes arises thereunder, amend, change or modify in any material adverse respect the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control or make and consummate a Net Proceeds Offer with respect to any Asset Sale that has been consummated or, after such Change of Control has occurred or such Asset Sale has been consummated, modify any of the provisions or definitions with respect thereto;

      (7) modify or change any provision of the Indenture or the related definitions affecting the ranking of the Notes or any Guarantee in a manner which adversely affects the Holders in any material respect; or

      (8) release any Guarantor that is a Significant Subsidiary from any of its obligations under its Guarantee or the Indenture otherwise than in accordance with the terms of the Indenture.

Governing Law

      The Indenture provides that it, the Notes and the Guarantees will be governed by, and construed in accordance with, the laws of the State of New York but without giving effect to applicable principles of conflicts of law to the extent that the application of the law of another jurisdiction would be required thereby.

The Trustee

      The Indenture provides that, except during the continuance of an Event of Default, the Trustee will perform only such duties as are specifically set forth in the Indenture. During the existence of an Event of Default, the Trustee will exercise such rights and powers vested in it by the Indenture, and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.

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      The Indenture and the provisions of the TIA contain certain limitations on the rights of the Trustee, should it become a creditor of the Company, to obtain payments of claims in certain cases or to realize on certain property received in respect of any such claim as security or otherwise. Subject to the TIA, the Trustee will be permitted to engage in other transactions; provided that if the Trustee acquires any conflicting interest as described in the TIA, it must eliminate such conflict or resign.

Certain Definitions

      Set forth below is a summary of certain of the defined terms used in the Indenture. Reference is made to the Indenture for the full definition of all such terms, as well as any other terms used herein for which no definition is provided.

      “Acquired Indebtedness” means Indebtedness of a Person or any of its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary of the Company or at the time it merges or consolidates with or into the Company or any of its Restricted Subsidiaries or assumed in connection with the acquisition of assets from such Person and in each case not incurred by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary of the Company or such acquisition, merger or consolidation.

      “Affiliate” means, with respect to any specified Person, any other Person who directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative of the foregoing.

      “Asset Acquisition” means (1) an Investment by the Company or any Restricted Subsidiary of the Company in any other Person pursuant to which such Person shall become a Restricted Subsidiary of the Company or any Restricted Subsidiary of the Company, or shall be merged with or into the Company or any Restricted Subsidiary of the Company, or (2) the acquisition by the Company or any Restricted Subsidiary of the Company of the assets of any Person (other than a Restricted Subsidiary of the Company) which constitute all or substantially all of the assets of such Person or comprises any division or line of business of such Person or any other properties or assets of such Person other than in the ordinary course of business.

      “Asset Sale” means any direct or indirect sale, issuance, conveyance, transfer, lease (other than operating leases entered into in the ordinary course of business), assignment or other transfer for value by the Company or any of its Restricted Subsidiaries (including any Sale and Leaseback Transaction) to any Person other than the Company or a Restricted Subsidiary of the Company of: (1) any Capital Stock of any Restricted Subsidiary of the Company; or (2) any other property or assets of the Company or any Restricted Subsidiary of the Company other than in the ordinary course of business; provided, however, that asset sales or other dispositions shall not include: (a) a transaction or series of related transactions for which the Company or its Restricted Subsidiaries receive aggregate consideration of less than $2.5 million; (b) the sale, lease, conveyance, disposition or other transfer of all or substantially all of the assets (determined on a consolidated basis for the Company and its Restricted Subsidiaries) of the Company as permitted under the “Merger, Consolidation and Sale of Assets” covenant; (c) any Restricted Payment permitted by the “Limitation on Restricted Payments” covenant or that constitutes a Permitted Investment; (d) sales or other dispositions of inventory, receivables or other current assets in the ordinary course of business; (e) a Permitted Lien; (f) a sale or other disposition or abandonment of damaged, worn-out or obsolete property; (g) a Sale and Leaseback Transaction entered into for purposes of receiving favorable state or local tax treatment on assets where the purchaser of the assets is a state of the United States or any political subdivision of any such state or any political instrumentality thereof and where the Company or any of its Restricted Subsidiaries, as the case may be, maintains the unqualified right and option to repurchase the assets for a nominal consideration; and (h) a Qualified Securitization Transaction.

      “Board of Directors” means, as to any Person, the board of directors or similar governing body of such Person or any duly authorized committee thereof.

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      “Board Resolution” means, with respect to any Person, a copy of a resolution certified by the Secretary or an Assistant Secretary of such Person to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to the Trustee.

      “Capitalized Lease Obligation” means, as to any Person, the obligations of such Person under a lease that are required to be classified and accounted for as capital lease obligations under GAAP and, for purposes of this definition, the amount of such obligations at any date shall be the capitalized amount of such obligations at such date, determined in accordance with GAAP.

      “Capital Stock” means:

      (1) with respect to any Person that is a corporation, any and all shares, interests, participations or other equivalents (however designated and whether or not voting) of corporate stock, including each class of Common Stock and Preferred Stock of such Person; and

      (2) with respect to any Person that is not a corporation, any and all partnership, membership or other equity interests of such Person.

      “Cash Equivalents” means:

      (1) marketable direct obligations issued by, or unconditionally guaranteed by, the United States Government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition thereof;

      (2) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either Standard & Poor’s, a division of the McGraw-Hill Companies (“S&P”) or Moody’s Investors Service, Inc. (“Moody’s”);

      (3) commercial paper maturing no more than one year from the date of creation thereof and, at the time of acquisition, having a rating of at least A-1 from S&P or at least P-1 from Moody’s;

      (4) certificates of deposit or bankers’ acceptances maturing within one year from the date of acquisition thereof issued by any bank organized under the laws of the United States of America or any state thereof or the District of Columbia or any U.S. branch of a foreign bank having at the date of acquisition thereof combined capital and surplus of not less than $250.0 million;

      (5) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clause (1) above entered into with any bank meeting the qualifications specified in clause (4) above; and

      (6) investments in money market funds which invest substantially all their assets in securities of the types described in clauses (1) through (5) above.

      “Change of Control” means the occurrence of one or more of the following events:

      (1) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company and its Restricted Subsidiaries, taken as a whole, to any Person or group of related Persons for purposes of Section 13(d) of the Exchange Act (a “Group”), together with any Affiliates thereof (whether or not otherwise in compliance with the provisions of the Indenture);

      (2) the approval by the holders of Capital Stock of the Company of any plan or proposal for the liquidation or dissolution of the Company (whether or not otherwise in compliance with the provisions of the Indenture);

      (3) any Person or Group (other than any entity formed for the purpose of owning Capital Stock of the Company) shall become the owner, directly or indirectly, beneficially or of record, of shares

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representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding Capital Stock of the Company; or

      (4) the replacement of a majority of the Board of Directors of the Company over a two-year period from the directors who constituted the Board of Directors of the Company at the beginning of such period, and such replacement shall not have been approved by a vote of at least a majority of the Board of Directors of the Company then still in office who either were members of such Board of Directors at the beginning of such period or whose election as a member of such Board of Directors was previously so approved.

      “Commission” means the Securities and Exchange Commission.

      “Common Stock” of any Person means any and all shares, interests or other participations in, and other equivalents (however designated and whether voting or non-voting) of such Person’s common stock, whether outstanding on the Issue Date or issued after the Issue Date, and includes, without limitation, all series and classes of such common stock.

      “Consolidated EBITDA” means, with respect to any Person, for any period, the sum (without duplication) of:

      (1) Consolidated Net Income; and

      (2) to the extent Consolidated Net Income has been reduced thereby:

      (a) all income taxes of such Person and its Subsidiaries paid or accrued in accordance with GAAP for such period (other than income taxes attributable to extraordinary, unusual or nonrecurring gains or losses or taxes attributable to sales or dispositions outside the ordinary course of business);

      (b) Consolidated Interest Expense; and

      (c) Consolidated Non-cash Charges less any non-cash items increasing Consolidated Net Income for such period, all as determined on a consolidated basis for such Person and its Restricted Subsidiaries in accordance with GAAP.

      “Consolidated Fixed Charge Coverage Ratio” means, with respect to any Person, the ratio of Consolidated EBITDA of such Person during the four full fiscal quarters (the “Four Quarter Period”) ending prior to the date of the transaction giving rise to the need to calculate the Consolidated Fixed Charge Coverage Ratio for which financial statements are available (the “Transaction Date”) to Consolidated Fixed Charges of such Person for the Four Quarter Period. In addition to and without limitation of the foregoing, for purposes of this definition, “Consolidated EBITDA” and “Consolidated Fixed Charges” shall be calculated after giving effect on a pro forma basis for the period of such calculation to:

      (1) the incurrence or repayment of any Indebtedness of such Person or any of its Restricted Subsidiaries (and the application of the proceeds thereof) giving rise to the need to make such calculation and any incurrence or repayment of other Indebtedness (and the application of the proceeds thereof), other than the incurrence or repayment of Indebtedness in the ordinary course of business for working capital purposes pursuant to working capital facilities, occurring during the Four Quarter Period or at any time subsequent to the last day of the Four Quarter Period and on or prior to the Transaction Date, as if such incurrence or repayment, as the case may be (and the application of the proceeds thereof), occurred on the first day of the Four Quarter Period; and

      (2) any asset sales or other dispositions or Asset Acquisitions (including, without limitation, any Asset Acquisition giving rise to the need to make such calculation as a result of such Person or one of its Restricted Subsidiaries (including any Person who becomes a Restricted Subsidiary as a result of the Asset Acquisition) incurring, assuming or otherwise being liable for Acquired Indebtedness and also including any Consolidated EBITDA (including any pro forma expense and cost reductions calculated on a basis consistent with Regulation S-X under the Exchange Act) attributable to the assets which are the subject of the Asset Acquisition or asset sale or other disposition during the Four Quarter Period) occurring during the Four Quarter Period or at any time subsequent to the last day of the Four Quarter

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Period and on or prior to the Transaction Date, as if such asset sale or other disposition or Asset Acquisition (including the incurrence, assumption or liability for any such Acquired Indebtedness) occurred on the first day of the Four Quarter Period.

      If such Person or any of its Restricted Subsidiaries directly or indirectly guarantees Indebtedness of a third Person, the preceding sentence shall give effect to the incurrence of such guaranteed Indebtedness as if such Person or any Restricted Subsidiary of such Person had directly incurred or otherwise assumed such guaranteed Indebtedness.

      “Consolidated Fixed Charges” means, with respect to any Person for any period, the sum, without duplication, of:

      (1) Consolidated Interest Expense; plus

      (2) the product of (x) the amount of all cash dividend payments on any series of Preferred Stock of such Person and, to the extent permitted under the Indenture, its Restricted Subsidiaries (other than dividends paid in Qualified Capital Stock) paid, accrued or scheduled to be paid or accrued during such period times (y) a fraction, the numerator of which is one and the denominator of which is one minus the then current effective consolidated federal, state and local tax rate of such Person, expressed as a decimal.

In calculating “Consolidated Fixed Charges”:

      (1) if interest on any Indebtedness actually incurred on the Transaction Date (including Acquired Indebtedness) may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate or other rates, then the interest rate in effect on the Transaction Date will be deemed to have been in effect during the Four Quarter Period; and

      (2) notwithstanding clause (1) above, interest on Indebtedness determined on a fluctuating basis, to the extent such interest is covered by agreements relating to Interest Swap Obligations, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of such agreements.

      “Consolidated Interest Expense” means, with respect to any Person for any period, the sum of, without duplication:

      (1) the aggregate of the net interest expense of such Person and its Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, including without limitation: (a) any amortization of debt discount and amortization or write-off of deferred financing costs; (b) the net costs under Interest Swap Obligations; (c) all capitalized interest; and (d) the interest portion of any deferred payment obligation; and

      (2) the interest component of Capitalized Lease Obligations paid, accrued and/or scheduled to be paid or accrued by such Person and its Restricted Subsidiaries during such period as determined on a consolidated basis in accordance with GAAP.

      “Consolidated Net Income” means, with respect to any Person, for any period, the aggregate net income (or loss) of such Person and its Restricted Subsidiaries for such period on a consolidated basis, determined in accordance with GAAP; provided that there shall be excluded therefrom (without duplication):

      (1) after-tax gains and after-tax losses from Asset Sales (without regard to the $2.5 million limitation set forth in the definition thereof) or abandonments or reserves relating thereto;

      (2) after tax items classified as extraordinary or nonrecurring gains;

      (3) the net income or loss of any Person acquired prior to the date it becomes a Restricted Subsidiary of the referent Person or is merged or consolidated with the referent Person or any Restricted Subsidiary of the referent Person;

      (4) the net income (but not loss) of any Restricted Subsidiary of the referent Person to the extent that the declaration of dividends or similar distributions by that Restricted Subsidiary of that income is restricted by a contract, operation of law or otherwise;

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      (5) the net income of any Person, other than a Restricted Subsidiary of the referent Person, except to the extent of cash dividends or distributions paid to the referent Person or to a Wholly Owned Restricted Subsidiary of the referent Person by such Person;

      (6) any restoration to income of any contingency reserve, except to the extent that provision for such reserve was made out of Consolidated Net Income accrued at any time following the Issue Date;

      (7) income or loss attributable to discontinued operations (including, without limitation, operations disposed of during such period whether or not such operations were classified as discontinued); and

      (8) in the case of a successor to the referent Person by consolidation or merger or as a transferee of the referent Person’s assets, any earnings of the successor corporation prior to such consolidation, merger or transfer of assets.

      “Consolidated Non-cash Charges” means, with respect to any Person, for any period, the aggregate depreciation, amortization and other non-cash expenses of such Person and its Restricted Subsidiaries reducing Consolidated Net Income of such Person and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP (excluding any such charge which requires an accrual of or a reserve for cash charges for any future period).

      “Credit Agreement” means the Five-Year Credit Agreement dated as of November 5, 1999 as amended through the Issue Date, among the Company, the lenders listed therein in their capacities as lenders thereunder and The Bank of Nova Scotia, as administrative agent, Bank One, Michigan, as syndication agent and SunTrust Bank as documentation agent, together with the documents related thereto (including, without limitation, any guarantee agreements and security documents), in each case as such agreements may be amended (including any amendment and restatement thereof), supplemented or otherwise modified from time to time, including any agreement extending the maturity of, refinancing, replacing or otherwise restructuring (including increasing the amount of available borrowings thereunder (provided that such increase in borrowings is permitted by the “Limitation on Incurrence of Additional Indebtedness” covenant above) or adding Restricted Subsidiaries of the Company as additional borrowers or guarantors thereunder) all or any portion of the Indebtedness under such agreement and/or any one or more successor or replacement agreements and whether by the same or any other agent, lender or group of lenders.

      “Currency Agreement” means any foreign exchange contract, currency swap agreement or other similar agreement or arrangement designed to protect the Company or any Restricted Subsidiary of the Company against fluctuations in currency values.

      “Default” means an event or condition the occurrence of which is, or with the lapse of time or the giving of notice or both would be, an Event of Default.

      “Disqualified Capital Stock” means that portion of any Capital Stock which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder thereof), or upon the happening of any event (other than an event which would constitute a Change of Control), matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the sole option of the holder thereof (except, in each case, upon the occurrence of a Change of Control) on or prior to the final maturity date of the Notes.

      “Domestic Restricted Subsidiary” means a Restricted Subsidiary incorporated or otherwise organized or existing under the laws of the United States, any state thereof or any territory or possession of the United States.

      “Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor statute or statutes thereto.

      “fair market value” means, with respect to any asset or property, the price which could be negotiated in an arm’s-length, free market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction. Fair market value shall be determined by the senior management or the Board of Directors of the Company for values less than $10.0

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million and the Board of Directors of the Company for values of $10.0 million or greater, in each case acting reasonably and in good faith and, if so determined by the Board of Directors, shall be evidenced by a Board Resolution of the Company delivered to the Trustee.

      “Foreign Restricted Subsidiary” means any Restricted Subsidiary of the Company other than a Domestic Restricted Subsidiary.

      “GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession of the United States, which are in effect as of the Issue Date.

      “Guarantor” means: (1) each of the Company’s Domestic Restricted Subsidiaries as of the Issue Date other than Intermet International, Inc., Intermet Holding Company, Transnational Indemnity Company and Western Capital Corporation; and (2) each of the Company’s Restricted Subsidiaries that in the future executes a supplemental indenture in which such Restricted Subsidiary agrees to be bound by the terms of the Indenture as a Guarantor; provided that any Person constituting a Guarantor as described above shall cease to constitute a Guarantor when its respective Guarantee is released in accordance with the terms of the Indenture; and provided further that Intermet International, Inc., Intermet Holding Company, Transnational Indemnity Company and Western Capital Corporation shall not be Guarantors unless so designated in writing by the Company.

      “Indebtedness” means with respect to any Person, without duplication:

      (1) all Obligations of such Person for borrowed money;

      (2) all Obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;

      (3) all Capitalized Lease Obligations of such Person;

      (4) all Obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale obligations and all Obligations under any title retention agreement (but excluding trade accounts payable and other accrued liabilities arising in the ordinary course of business that are not overdue by 180 days or more or are being contested in good faith);

      (5) all Obligations of such Person for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction;

      (6) guarantees and other contingent obligations in respect of Indebtedness referred to in clauses (1) through (5) above and clause (8) below;

      (7) all Obligations of any other Person of the type referred to in clauses (1) through (6) which are secured by any Lien on any property or asset of such Person, the amount of such Obligation being deemed to be the lesser of the fair market value of such property or asset and the amount of the Obligation so secured;

      (8) all Obligations under Currency Agreements and Interest Swap Obligations of such Person;

      (9) all Obligations under Qualified Securitization Transactions except obligations of a Securitization Entity; and

      (10) all Disqualified Capital Stock issued by such Person with the amount of Indebtedness represented by such Disqualified Capital Stock being equal to the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price, but excluding accrued dividends, if any.

      For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Capital Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Capital Stock as if such Disqualified Capital Stock were purchased on any date on which Indebtedness shall be

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required to be determined pursuant to the Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Capital Stock, such fair market value shall be determined reasonably and in good faith by the Board of Directors of the issuer of such Disqualified Capital Stock. Any Indebtedness which is incurred at a discount to the principal amount at maturity thereof shall be deemed to have been incurred at the full principal amount at maturity thereof.

      “Independent Financial Advisor” means a firm: (1) which does not, and whose directors, officers and employees or Affiliates do not, have a direct or indirect financial interest in the Company; and (2) which, in the judgment of the senior management (except with respect to Affiliate Transactions to which they are a party) or the Board of Directors of the Company, is otherwise independent and qualified to perform the task for which it is to be engaged.

      “Interest Swap Obligations” means the obligations of any Person pursuant to any arrangement with any other Person, whereby, directly or indirectly, such Person is entitled to receive from time to time periodic payments calculated by applying either a floating or a fixed rate of interest on a stated notional amount in exchange for periodic payments made by such other Person calculated by applying a fixed or a floating rate of interest on the same notional amount and shall include, without limitation, interest rate swaps, caps, floors, collars and similar agreements.

      “Investment” means, with respect to any Person, any direct or indirect loan or other extension of credit (including, without limitation, a guarantee) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition by such Person of any Capital Stock, bonds, notes, debentures or other securities or evidences of Indebtedness issued by, any other Person. “Investment” shall exclude extensions of trade credit by the Company and its Restricted Subsidiaries on commercially reasonable terms in accordance with normal trade practices of the Company or such Restricted Subsidiary, as the case may be. If the Company or any Restricted Subsidiary of the Company sells or otherwise disposes of any Capital Stock of any direct or indirect Restricted Subsidiary of the Company such that, after giving effect to any such sale or disposition, such Restricted Subsidiary is no longer a Restricted Subsidiary of the Company, the Company shall be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Common Stock of such Restricted Subsidiary not sold or disposed of. If the Company designates any of its Restricted Subsidiaries to be an Unrestricted Subsidiary, the Company shall be deemed to have made an Investment on the date of such designation equal to the Designation Amount determined in accordance with the definition of “Unrestricted Subsidiary.”

      “Issue Date” means June 13, 2002.

      “Lien” means any lien, mortgage, deed of trust, pledge, security interest, charge or encumbrance of any kind (including any conditional sale or other title retention agreement, any lease in the nature thereof and any agreement to give any security interest).

      “Net Cash Proceeds” means, with respect to any Asset Sale, the proceeds in the form of cash or Cash Equivalents including payments in respect of deferred payment obligations when received in the form of cash or Cash Equivalents (other than the portion of any such deferred payment constituting interest) received by the Company or any of its Restricted Subsidiaries from such Asset Sale net of:

      (1) reasonable out-of-pocket expenses and fees relating to such Asset Sale (including, without limitation, legal, accounting and investment banking fees and sales commissions);

      (2) taxes paid or payable after taking into account any reduction in consolidated tax liability due to available tax credits or deductions and any tax sharing arrangements;

      (3) repayment of Indebtedness that is secured by the property or assets that are the subject of such Asset Sale; and

      (4) appropriate amounts to be provided by the Company or any Restricted Subsidiary, as the case may be, as a reserve, in accordance with GAAP, against any liabilities associated with such Asset Sale and retained by the Company or any Restricted Subsidiary, as the case may be, after such Asset Sale,

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including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale.

      “Non-recourse Debt” means Indebtedness:

      (1) as to which neither the Company nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender;

      (2) no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of the Company or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity; and

      (3) as to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of the Company or any of its Restricted Subsidiaries.

      “Obligations” means all obligations for principal, premium, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness except Standard Securitization Undertakings.

      “Permitted Business” means any business that is the same, similar, reasonably related, complementary or incidental to the business in which the Company or any of its Restricted Subsidiaries are engaged on the Issue Date.

      “Permitted Indebtedness” means, without duplication, each of the following:

      (1) Indebtedness under the Notes and the Guarantees given in connection therewith, in each case issued on the Issue Date;

      (2) Indebtedness incurred pursuant to the Credit Agreement in an aggregate principal amount at any time outstanding not to exceed $300.0 million less the amount of all required permanent repayments (which are accompanied by a corresponding permanent commitment reduction) thereunder with the Net Cash Proceeds from Asset Sales;

      (3) other Indebtedness of the Company and its Restricted Subsidiaries outstanding on the Issue Date reduced by the amount of any scheduled amortization payments or mandatory prepayments when actually paid or permanent reductions thereon;

      (4) Interest Swap Obligations of the Company or any Restricted Subsidiary of the Company covering Indebtedness of the Company or any of its Restricted Subsidiaries; provided, however, that the notional principal amount of such Interest Swap Obligation does not, at the time of the incurrence thereof, exceed the principal amount of the Indebtedness to which such Interest Swap Obligation relates;

      (5) Indebtedness under Currency Agreements; provided that in the case of Currency Agreements which relate to Indebtedness, such Currency Agreements do not increase the Indebtedness of the Company and its Restricted Subsidiaries outstanding other than as a result of fluctuations in foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder;

      (6) Indebtedness of a Restricted Subsidiary of the Company to the Company or to a Guarantor or a Wholly Owned Restricted Subsidiary of the Company for so long as such Indebtedness is held by the Company or a Guarantor or a Wholly Owned Restricted Subsidiary of the Company, in each case subject to no Lien (other than pursuant to the Credit Agreement) held by a Person other than the Company or a Guarantor or a Wholly Owned Restricted Subsidiary of the Company; provided that if as of any date any Person other than the Company or a Guarantor or a Wholly Owned Restricted Subsidiary of the Company owns or holds any such Indebtedness or holds a Lien in respect of such Indebtedness, such date

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shall be deemed the incurrence of Indebtedness not constituting Permitted Indebtedness by the issuer of such Indebtedness;

      (7) Indebtedness of the Company to a Restricted Subsidiary of the Company for so long as such Indebtedness is held by a Restricted Subsidiary of the Company and subject to no Lien (other than pursuant to the Credit Agreement); provided that (a) such Indebtedness is unsecured and subordinated, pursuant to a written agreement, to the Company’s obligations under the Indenture and the Notes and (b) if as of any date any Person other than a Restricted Subsidiary of the Company owns or holds any such Indebtedness or any Person holds a Lien in respect of such Indebtedness, such date shall be deemed the incurrence of Indebtedness not constituting Permitted Indebtedness by the Company;

      (8) Indebtedness arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, earn out or other similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets of the Company or a Restricted Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets of the Company or Restricted Subsidiary for the purpose of financing such acquisition; provided that the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds actually received by the Company and its Restricted Subsidiaries in connection with such disposition;

      (9) Indebtedness consisting of take-or-pay obligations contained in supply agreements entered into by the Company or any of the Restricted Subsidiaries in the ordinary course;

      (10) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within two business days of incurrence;

      (11) Indebtedness of the Company or any of its Restricted Subsidiaries in respect of performance bonds, bankers’ acceptances, workers’ compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations, and bank overdrafts (and letters of credit in respect thereof) in the ordinary course of business;

      (12) Indebtedness represented by Capitalized Lease Obligations and Purchase Money Indebtedness of the Company and its Restricted Subsidiaries incurred in the ordinary course of business not to exceed $20.0 million at any one time outstanding;

      (13) Refinancing Indebtedness;

      (14) Indebtedness of the Company’s Foreign Restricted Subsidiaries in an aggregate principal amount not to exceed the sum of (A) 80% of the net book value of the accounts receivable of the Foreign Restricted Subsidiaries, and (B) 50% of the net book value of the inventory of the Foreign Restricted Subsidiaries, in each case as of the most recent balance sheet date;

      (15) the incurrence by a Securitization Entity of Indebtedness in a Qualified Securitization Transaction that is Non-Recourse Debt (except for Standard Securitization Undertakings) with respect to the Company and its Restricted Subsidiaries; and

      (16) additional Indebtedness of the Company and its Restricted Subsidiaries in an aggregate principal amount not to exceed $20.0 million at any one time outstanding (which amount may, but need not, be incurred in whole or in part under the Credit Agreement).

      For purposes of determining compliance with the “Limitation on Incurrence of Additional Indebtedness” covenant, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (1) through (16) above or is entitled to be incurred pursuant to the Consolidated Fixed Charge Coverage Ratio provisions of such covenant, the Company shall, in its sole discretion, classify (or later reclassify) such item of Indebtedness in any manner that complies with this covenant. Accrual of interest, accretion or amortization of original issue discount, the payment of interest on

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any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified Capital Stock in the form of additional shares of the same class of Disqualified Capital Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Capital Stock for purposes of the “Limitations on Incurrence of Additional Indebtedness” covenant.

      “Permitted Investments” means:

      (1) Investments by the Company or any Restricted Subsidiary of the Company in any Person that is or will become immediately after such Investment a Guarantor or a Wholly Owned Restricted Subsidiary of the Company that is not a Guarantor or that will merge or consolidate into the Company, a Guarantor or a Wholly Owned Restricted Subsidiary of the Company that is not a Guarantor;

      (2) Investments in the Company by any Restricted Subsidiary of the Company; provided that any Indebtedness evidencing such Investment is unsecured and subordinated, pursuant to a written agreement, to the Company’s obligations under the Notes and the Indenture;

      (3) Investments in cash and Cash Equivalents;

      (4) loans and advances to directors, employees and officers of the Company and its Restricted Subsidiaries in the ordinary course of business for bona fide business purposes not in excess of $2.5 million at any one time outstanding;

      (5) Currency Agreements and Interest Swap Obligations entered into in the ordinary course of the Company’s or its Restricted Subsidiaries’ businesses and not for speculative purposes and otherwise in compliance with the Indenture;

      (6) additional Investments (including, without limitation, Investments in Unrestricted Subsidiaries and joint ventures) having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (6) that are at that time outstanding, not to exceed $7.5 million at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

      (7) Investments in securities of trade creditors or customers received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers;

      (8) Investments made by the Company or its Restricted Subsidiaries as a result of consideration received in connection with an Asset Sale made in compliance with the “Limitation on Asset Sales” covenant;

      (9) Investments existing on the Issue Date;

      (10) Investments in Permitted Joint Ventures of up to $17.5 million outstanding at any one time;

      (11) any Investment by the Company or a Subsidiary of the Company in a Securitization Entity or any Investment by a Securitization Entity in any other Person in connection with a Qualified Securitization Transaction; provided that any Investment in a Securitization Entity is in the form of a purchase money note or any equity interest; and

      (12) any acquisition of assets solely in exchange for the issuance of Qualified Capital Stock of the Company.

      “Permitted Joint Venture” means an entity characterized as a joint venture (however structured) in which the Company or a Restricted Subsidiary (a) owns at least 10% of the ownership interest and (b) has the right to receive a percentage of the profits or distributions at least equal to the percentage of its ownership interest; provided that such joint venture is not a Restricted Subsidiary.

      “Permitted Liens” means the following types of Liens:

      (1) Liens existing as of the Issue Date to the extent and in the manner such Liens are in effect on the Issue Date;

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      (2) Liens securing the Notes and the Guarantees;

      (3) Liens securing Indebtedness under the Credit Agreement; provided that such Indebtedness does not exceed the greater of (a) the amount of Indebtedness permitted to be incurred pursuant to clause (2) of the definition of “Permitted Indebtedness” and (b) the sum of (A) 80% of the net book value of the accounts receivable of the Company and the Domestic Restricted Subsidiaries and (B) 50% of the net book value of the inventory of the Company and the Domestic Restricted Subsidiaries;

      (4) Liens in favor of the Company or any Restricted Subsidiary of the Company;

      (5) Liens on property existing at the time of acquisition thereof by the Company or any Restricted Subsidiary, provided that such Liens were in existence prior to the contemplation of such acquisition;

      (6) Liens securing Refinancing Indebtedness which is incurred to Refinance any Indebtedness which has been secured by a Lien permitted under the Indenture and which has been incurred in accordance with the provisions of the Indenture; provided, however, that such Liens: (i) are no less favorable to the Holders and are not more favorable to the lienholders with respect to such Liens than the Liens in respect of the Indebtedness being Refinanced; and (ii) do not extend to or cover any property or assets of the Company or any of its Restricted Subsidiaries not securing the Indebtedness so Refinanced;

      (7) Liens for taxes, assessments or governmental charges or claims either (a) not delinquent or (b) being contested in good faith by appropriate proceedings and as to which the Company or its Restricted Subsidiaries shall have set aside on its books such reserves as may be required pursuant to GAAP;

      (8) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen and other Liens imposed by law incurred in the ordinary course of business for sums not yet delinquent or being contested in good faith, if such reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made in respect thereof;

      (9) Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, including any Lien securing letters of credit issued in the ordinary course of business consistent with past practice in connection therewith, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money);

      (10) judgment liens not giving rise to an Event of Default so long as such Liens are adequately bonded and any appropriate legal proceedings which may have been duly initiated for the review of such judgment, decree or order shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired;

      (11) easements, rights-of-way, zoning restrictions and other similar charges or encumbrances in respect of real property not interfering in any material respect with the ordinary conduct of the business of the Company or any of its Restricted Subsidiaries;

      (12) Liens upon specific items of inventory or other goods and proceeds of the Company or any of its Restricted Subsidiaries securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

      (13) Liens securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other property relating to such letters of credit and products and proceeds thereof;

      (14) Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual, or warranty requirements of the Company or any of its Restricted Subsidiaries, including rights of offset and set-off;

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      (15) Liens securing Interest Swap Obligations which Interest Swap Obligations relate to Indebtedness that is otherwise permitted pursuant to clause (4) of the definition of “Permitted Indebtedness”;

      (16) Liens securing Capitalized Lease Obligations and Purchase Money Indebtedness; provided, however, that in the case of Capitalized Lease Obligations, such Liens do not extend to any property or assets which are not leased property subject to such Capitalized Lease Obligations;

      (17) Liens securing Indebtedness under Currency Agreements permitted to be incurred pursuant to clause (5) of the definition of “Permitted Indebtedness”;

      (18) Liens securing Acquired Indebtedness incurred in accordance with the “Limitation on Incurrence of Additional Indebtedness” covenant; provided that:

      (a) such Liens secured such Acquired Indebtedness at the time of and prior to the incurrence of such Acquired Indebtedness by the Company or a Restricted Subsidiary of the Company and were not granted in connection with, or in anticipation of, the incurrence of such Acquired Indebtedness by the Company or a Restricted Subsidiary of the Company; and

      (b) such Liens do not extend to or cover any property or assets of the Company or of any of its Restricted Subsidiaries other than the property or assets that secured the Acquired Indebtedness prior to the time such Indebtedness became Acquired Indebtedness of the Company or a Restricted Subsidiary of the Company and are no more favorable to the lienholders than those securing the Acquired Indebtedness prior to the incurrence of such Acquired Indebtedness by the Company or a Restricted Subsidiary of the Company;

      (19) Liens securing Indebtedness permitted to be incurred pursuant to clause (14) of the definition of “Permitted Indebtedness”;

      (20) Liens securing Indebtedness permitted to be incurred pursuant to clause (15) of the definition of “Permitted Indebtedness”;

      (21) Liens securing Indebtedness permitted to be incurred pursuant to clause (16) of the definition of “Permitted Indebtedness”; and

      (22) Other Liens incurred in the ordinary course of business of the Company or any of its Restricted Subsidiaries with respect to obligations that do not exceed $5.0 million in the aggregate.

      “Person” means an individual, partnership, corporation, limited liability company, unincorporated organization, trust or joint venture, or a governmental agency or political subdivision thereof.

      “Preferred Stock” of any Person means any Capital Stock of such Person that has preferential rights to any other Capital Stock of such Person with respect to dividends or redemptions or upon liquidation.

      “Public Equity Offering” means an underwritten public offering of Qualified Capital Stock of the Company pursuant to a registration statement filed with the Commission in accordance with the Securities Act.

      “Purchase Money Indebtedness” means Indebtedness of the Company and its Restricted Subsidiaries incurred in the normal course of business for the purpose of financing all or any part of the purchase price, or the cost of installation, construction or improvement, of property or equipment; provided, however, that (1) the amount of such Indebtedness shall not exceed such purchase price or cost, (2) such Indebtedness shall not be secured by any asset other than the specified asset being financed or, in the case of real property or fixtures, including additions and improvements, the real property to which such asset is attached and (3) such Indebtedness shall be incurred within 90 days after such acquisition of such asset by the Company or such Restricted Subsidiary or such installation, construction or improvement.

      “Qualified Capital Stock” means any Capital Stock that is not Disqualified Capital Stock.

      “Qualified Securitization Transaction” means any transaction or series of transactions pursuant to which the Company or any of its Restricted Subsidiaries may (a) sell, contribute, convey or otherwise transfer to a

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Securitization Entity (in the case of a transfer by the Company or any of its Restricted Subsidiaries), and (b) any transaction by and between Securitization Entities and any other Person whether in the form of a sale or the granting of a security interest in, any accounts receivable (which, for the purposes of this definition include other payment obligations due to the Company or a Restricted Subsidiary) or equipment (whether now existing or arising or acquired in the future) of the Company or any of its Restricted Subsidiaries, and any assets related thereto including, without limitation, all collateral securing such accounts receivable and equipment and other assets (including contract rights and all guarantees or other obligations in respect to such accounts receivable and equipment, proceeds of such accounts receivable and equipment and other assets (including contract rights) which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable and equipment, all of the foregoing for the purpose of providing working capital financing on terms that are more favorable to the Company and its Restricted Subsidiaries than would otherwise be available at that time.

      “Refinance” means, in respect of any security or Indebtedness, to refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue a security or Indebtedness in exchange or replacement for, such security or Indebtedness in whole or in part. “Refinanced” and “Refinancing” shall have correlative meanings.

      “Refinancing Indebtedness” means any Refinancing by the Company or any Restricted Subsidiary of the Company of Indebtedness incurred in accordance with the “Limitation on Incurrence of Additional Indebtedness” covenant (other than pursuant to clauses (2), (4), (5), (6), (7), (8), (9), (10), (11), (12), (14), (15) or (16) of the definition of “Permitted Indebtedness”), in each case that does not:

      (1) result in an increase in the aggregate principal amount of Indebtedness of such Person as of the date of such proposed Refinancing (plus the amount of any premium required to be paid under the terms of the instrument governing such Indebtedness and plus the amount of reasonable fees and expenses incurred by the Company in connection with such Refinancing); or

      (2) create Indebtedness with: (a) a Weighted Average Life to Maturity that is less than the Weighted Average Life to Maturity of the Indebtedness being Refinanced; or (b) a final maturity earlier than the final maturity of the Indebtedness being Refinanced; provided that (x) if such Indebtedness being Refinanced is Indebtedness solely of the Company, then such Refinancing Indebtedness shall be Indebtedness solely of the Company and (y) if such Indebtedness being Refinanced is subordinate or junior to the Notes, then such Refinancing Indebtedness shall be subordinate to the Notes at least to the same extent and in the same manner as the Indebtedness being Refinanced.

      “Registration Rights Agreement” means the registration rights agreement dated as of the Issue Date among the Company, the Guarantors and the initial purchasers.

      “Restricted Subsidiary” of any Person means any Subsidiary of such Person which at the time of determination is not an Unrestricted Subsidiary.

      “Sale and Leaseback Transaction” means any direct or indirect arrangement with any Person or to which any such Person is a party, providing for the leasing to the Company or a Restricted Subsidiary of the Company of any property, whether owned by the Company or any Restricted Subsidiary of the Company at the Issue Date or later acquired, which has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person or to any other Person from whom funds have been or are to be advanced by such Person on the security of such Property.

      “Securities Act” means the Securities Act of 1933, as amended, or any successor statute or statutes thereto.

      “Securitization Entity” means a Wholly Owned Subsidiary of the Company (or another Person in which the Company or any Subsidiary of the Company makes an Investment and to which the Company or any Subsidiary of the Company transfers accounts receivable or equipment and related assets) that engages in no activities other than in connection with the financing of accounts receivable (which, for the purposes of this definition include other payment obligations due to the Company or a Restricted Subsidiary) or equipment and that is designated by the Board of Directors of the Company (as provided below) as a Securitization

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Entity (a) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which (i) is guaranteed by the Company or any other Restricted Subsidiary (excluding guarantees of Obligations (other than the principal of, and interest on, Indebtedness)) pursuant to Standard Securitization Undertakings, (ii) is recourse to or obligates the Company or any Restricted Subsidiary in any way other than pursuant to Standard Securitization Undertakings, (b) with which neither the Company nor any Restricted Subsidiary has any material contract, agreement, arrangement or understanding other than on terms no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Company, other than fees payable in the ordinary course of business in connection with servicing accounts receivable of such entity, and (c) to which neither the Company nor any Restricted Subsidiary has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results. Any such designation by the Board of Directors shall be evidenced to each of the Trustees by filing with the Trustees a certified copy of the resolution of the Board of Directors giving effect to such designation and an officer’s certificate certifying that such designation complied with the foregoing conditions.

      “Significant Subsidiary”, with respect to any Person, means (1) any Restricted Subsidiary of such Person that satisfies the criteria for a “significant subsidiary” set forth in Rule 1.02(w) of Regulation S-X under the Exchange Act as such Regulation is in effect on the Issue Date and (2) any Restricted Subsidiary of such Person that, when aggregated with all other Restricted Subsidiaries of such Person that are not otherwise Significant Subsidiaries and as to which any event described in clause (6) under “— Events of Default” has occurred and is continuing, would constitute a Significant Subsidiary under clause (1) of this definition.

      “Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by the Company or any Subsidiary of the Company that are reasonably customary in securitization transactions relating to accounts receivable (including other payment obligations due to the Company or a Restricted Subsidiary) or equipment.

      “Subordinated Indebtedness” means Indebtedness of the Company or any Guarantor that is subordinated or junior in right of payment to the Notes or such Guarantee, as the case may be.

      “Subsidiary”, with respect to any Person, means:

      (1) any corporation of which the outstanding Capital Stock having at least a majority of the votes entitled to be cast in the election of directors under ordinary circumstances shall at the time be owned, directly or indirectly, by such Person; or

      (2) any other Person of which at least a majority of the voting interest under ordinary circumstances is at the time, directly or indirectly, owned by such Person.

      “Unrestricted Subsidiary” of any Person means:

      (1) any Subsidiary of such Person that at the time of determination shall be or continue to be designated an Unrestricted Subsidiary by the Board of Directors of such Person in the manner provided below; and

      (2) any Subsidiary of an Unrestricted Subsidiary.

      The Board of Directors may designate any Subsidiary (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, the Company or any other Subsidiary of the Company that is not a Subsidiary of the Subsidiary to be so designated; provided that:

      (1) the Company certifies to the Trustee that such designation complies with the “Limitation on Restricted Payments” covenant, including that the Company would be permitted to make, at the time of such designation, (a) a Permitted Investment or (b) an Investment pursuant to the first paragraph of the “Limitation on Restricted Payments” covenant, in either case, in an amount (the “Designation Amount”) equal to the fair market value of the Company’s proportionate interest in such Subsidiary on such date; and

88

      (2) each Subsidiary to be so designated and each of its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Company or any of its Restricted Subsidiaries.

      The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if:

      (1) immediately after giving effect to such designation, the Company is able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with the “Limitation on Incurrence of Additional Indebtedness” covenant; and

      (2) immediately before and immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing.

      Any such designation by the Board of Directors shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the Board Resolution giving effect to such designation and an officers’ certificate certifying that such designation complied with the foregoing provisions.

      Any Securitization Entity now existing or hereinafter created shall be an Unrestricted Subsidiary if it only engages in one or more Qualified Securitization Transactions.

      “Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing (a) the then outstanding aggregate principal amount of such Indebtedness into (b) the sum of the total of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payment of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) which will elapse between such date and the making of such payment.

      “Wholly Owned Restricted Subsidiary” of any Person means any Wholly Owned Subsidiary of such Person which at the time of determination is a Restricted Subsidiary of such Person.

      “Wholly Owned Subsidiary” of any Person means any Subsidiary of such Person of which all the outstanding voting securities (other than in the case of a foreign Subsidiary, directors’ qualifying shares or an immaterial amount of shares required to be owned by other Persons pursuant to applicable law) are owned by such Person or any Wholly Owned Subsidiary of such Person.

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PLAN OF DISTRIBUTION

      Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in the exchange offer, where the exchange notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of 90 days after the effective date of the registration statement of which this prospectus is a part, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale.

      We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers in the exchange offer for their own account may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of those methods of resale, at market prices prevailing at the time of resale, at prices related to the prevailing market prices or negotiated prices. Any resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any broker-dealer and/or the purchasers of any of the exchange notes. Any broker-dealer that resells exchange notes that were received by it in the exchange offer for its own account and any broker or dealer that participates in a distribution of the exchange notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on such a resale of the exchange notes and any commissions or concessions received by those persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

      For a period of 90 days after the effective date of the registration statement of which this prospectus is a part, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests these documents in the letter of transmittal. We have agreed to pay certain expenses incident to our performance of or compliance with the registration rights agreement, other than commissions or concessions of any brokers or dealers, and will indemnify holders of the outstanding notes against certain liabilities, including liabilities under the Securities Act.

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

      THIS SUMMARY IS OF A GENERAL NATURE AND IS INCLUDED HEREIN SOLELY FOR INFORMATIONAL PURPOSES. THIS SUMMARY IS NOT INTENDED TO BE AND SHOULD NOT BE CONSTRUED TO BE LEGAL OR TAX ADVICE. NO REPRESENTATION WITH RESPECT TO THE CONSEQUENCES TO ANY PARTICULAR PURCHASER OF THE NOTES IS MADE. PROSPECTIVE PURCHASERS SHOULD CONSULT THEIR OWN ADVISORS WITH RESPECT TO THEIR PARTICULAR CIRCUMSTANCES.

      The following general discussion is a summary of certain United States federal income tax considerations relevant to the purchase, ownership and disposition of the notes by holders thereof, based upon current provisions of the Internal Revenue Code of 1986, as amended (the “Code”), existing and proposed Treasury regulations promulgated thereunder (“Treasury Regulations”), rulings, pronouncements, judicial decisions, and administrative interpretations, all of which are subject to change (possibly on a retroactive basis) at any time by legislative, judicial or administrative action. Any such changes may be applied retroactively in a manner that could affect adversely a holder of the notes. No assurances are provided that the Internal Revenue Service (the “IRS”) will not challenge the conclusions stated below, and no ruling from the IRS has been or will be sought on any of the matters discussed below.

      The following summary does not purport to be a complete analysis of all the potential U.S. federal income tax effects relating to the purchase, ownership and disposition of the notes. Without limiting the generality of the foregoing, the summary does not address the effect of any special rules applicable to certain

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types of holders, including, without limitation, dealers in securities, insurance companies, financial institutions, thrifts, tax-exempt entities, persons who hold notes as part of a straddle, hedge, conversion transaction, or other integrated investment, investors in securities that elect to use a market-to-market method of accounting for their securities holdings, or investors in pass through entities. In addition, the summary is limited to holders who are the initial purchasers of the notes at their original issue price and hold the notes as capital assets within the meaning of Section 1221 of the Code. This discussion does not address the effect of any U.S. state or local income or other tax laws, any U.S. federal estate and gift tax laws, any foreign tax laws, or any tax treaties.

U.S. Holders

      In general, the term “U.S. Holder” means (i) an individual who is a citizen or resident of the United States, (ii) a corporation or other entity taxable as a corporation for U.S. federal income tax purposes created or organized in or under the laws of the United States or any state thereof, (iii) an estate the income of which is subject to United States federal income taxation regardless of its source, or (iv) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust or if the trust has made a valid election to be treated as a United States person.

      Taxation of Interest. Any interest earned on a note held by a U.S. Holder generally is required to be included in the holder’s gross income and is taxable as ordinary income for federal income tax purposes at the time that the interest is paid or accrued, in accordance with the holder’s regular method of tax accounting.

      Sale, Exchange or Disposition. In the case of a sale, exchange (other than an exchange of notes for exchange notes) or retirement of a note, the holder will recognize gain or loss equal to the difference, if any, between the proceeds received and the holder’s adjusted tax basis in the note. The proceeds received by the holder will include the amount of any cash and the fair market value of any other property received for the note. The holder’s tax basis in the note generally will equal the amount the holder paid for the note increased by any accrued but unpaid interest that the holder previously included in income. The amount of any proceeds attributable to accrued interest will not be taken into account in computing the holder’s capital gain or loss. Instead, that portion will be recognized as ordinary income to the extent that the holder has not previously included the accrued interest in income.

      Any gain or loss recognized on the sale or exchange of the note will be treated as a capital gain or loss. Such capital gain or loss will be treated as a long-term capital gain or loss if, at the time of the sale, exchange or retirement, the note has been held by the holder for more than one year; otherwise, the capital gain or loss will be short-term. Non-corporate taxpayers are subject to a lower tax rate on their long-term capital gains than the rates applicable to ordinary income. All taxpayers are subject to certain limitations on the deductibility of their capital losses. Moreover, the recognition of capital gain by an individual could cause the individual to exceed certain income thresholds, which, in turn, could affect adversely the individual’s ability to benefit from other provisions of the Code.

      Exchange Offer. A U.S. Holder should recognize no gain or loss on the exchange of the outstanding notes for exchange notes pursuant to the Exchange Offer. Consequently, (i) the holding period of the exchange note should include the holding period of the note exchanged therefor, and (ii) the adjusted tax basis of the exchange note should be the same as the adjusted tax basis of the note exchanged therefor immediately before the exchange.

      Redemptions. We intend to take the position that the likelihood of a redemption or repurchase by us in the event of a change of control is remote under applicable Treasury Regulations. We, therefore, do not intend to treat that likelihood as affecting the yield to maturity of the notes.

      We have an option to redeem the notes at any time on or after a certain date, and to redeem or repurchase all or a portion of the notes at certain times prior to the maturity date. Under the applicable Treasury Regulations, we will be deemed to have exercised that option if the exercise of that option would lower the

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yield of the notes. We believe that we will not be treated as having exercised that option under these regulations.

      Information Reporting and Backup Withholding. U.S. Holders of notes may be subject, under certain circumstances, to information reporting and backup withholding at a rate up to 30% on payments of interest, principal, gross proceeds from disposition of notes, and premium, if any. Currently, the backup withholding rate is 30% for 2002 — 2003, 29% for 2004 — 2005, and 28% for 2006 and thereafter. Backup withholding applies only if the U.S. Holder:

•  fails to furnish its social security or other taxpayer identification number (“TIN”) within a reasonable time after a request for such information; or

•  furnishes an incorrect TIN; or

•  fails to report interest properly; or

•  fails, under certain circumstances, to provide a certified statement, signed under penalty of perjury, that the TIN provided is its correct number and that the U.S. Holder is not subject to backup withholding.

      Backup withholding is not an additional tax. Any amount withheld from a payment to a U.S. Holder under the backup withholding rules is allowable as a credit against such U.S. Holder’s U.S. federal income tax liability, and may entitle such holder to a refund, provided that the required information is furnished to the IRS. Certain persons are exempt from backup withholding, including corporations and financial institutions. U.S. Holders of notes should consult their tax advisors as to their qualification for exemption from backup withholding and the procedure for obtaining such exemption.

      We will furnish annually to the IRS, and to record holders of the notes to whom we are required to furnish such information, information relating to the amount of interest paid and the amount of tax withheld, if any, with respect to payments on the notes.

Non-U.S. Holders

      The following summary is limited to the U.S. federal income tax consequences relevant to a holder of a note that is not a U.S. Holder (a “Non-U.S. Holder”).

      Taxation of Interest. Subject to the summary of backup withholding rules below, payments of interest on a note to any Non-U.S. Holder generally will not be subject to U.S. federal income or withholding tax if we or our paying agent receives certification to the effect that the holder is not:

•  an actual or constructive owner of 10% or more of the total voting power of all our voting stock; or

•  a controlled foreign corporation related (directly or indirectly) to us through stock ownership; or

•  a bank receiving interest described in Section 881(c)(3)(A) of the Code; or

•  receiving such interest payments as income effectively connected with the conduct by the Non-U.S. Holder of a trade or business within the United States.

      Such certification requires that the Non-U.S. Holder provide us or our paying agent with a properly completed IRS Form W-8BEN (or substitute IRS Form W-8BEN or the appropriate successor form) under penalties of perjury which provides the Non-U.S. Holder’s name and address and certifies that the Non-U.S. Holder is a Non-U.S. Holder. Alternatively, in a case where a security clearing organization, bank or other financial institution holds the notes in the ordinary course of its trade or business (a “financial institution”) on behalf of the Non-U.S. Holder, certification requires that we or our paying agent receive from the financial institution a certification under penalties of perjury that a properly completed IRS Form W-8BEN (or substitute IRS Form W-8BEN or the appropriate successor form) has been received by it, or by another such financial institution, from the Non-U.S. Holder, and a copy of such a form is furnished to the payor. Special rules apply to payments made through a qualified intermediary.

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      A Non-U.S. Holder that does not qualify for exemption from withholding under the preceding paragraph generally will be subject to withholding of U.S. federal income tax at the rate of 30% (or lower applicable treaty rate) on payments of interest on the notes.

      If the payments of interest on a note are effectively connected with the conduct by a Non-U.S. Holder of a trade or business within the United States, such payments will be subject to U.S. federal income tax on a net basis at the rates applicable to U.S. persons generally (and, if the Non-U.S. Holder is a corporation for U.S. federal income purposes, may be subject also to a 30% branch profits tax on the “dividend equivalent amount”). If payments are subject to U.S. federal income tax on a net basis in accordance with the rules described in the preceding sentence, such payments will not be subject to U.S. withholding tax so long as the holder provides us or the paying agent with appropriate certification.

      Non-U.S. Holders should consult their tax advisors regarding any applicable income tax treaties, which may provide for a lower rate of withholding tax, exemption from or reduction of branch profits tax, or other rules different from those described above.

      Sale, Exchange or Disposition. Subject to the summary of backup withholding rules below, any gain realized by a Non-U.S. Holder on the sale, exchange, retirement or other disposition of a note generally will not be subject to U.S. federal income tax, unless:

•  such gain is effectively connected with the conduct by such Non-U.S. Holder of a trade or business within the United States; or

•  the Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of the disposition and certain other conditions are satisfied; or

•  the Non-U.S. Holder is subject to tax under provisions of the Code applicable to certain U.S. expatriates (including certain former citizens or residents of the United States).

      Exchange Offer. A non-U.S. Holder should recognize no gain or loss on the exchange of the outstanding notes for exchange notes pursuant to the Exchange Offer. See above “Certain U.S. Federal Income Tax Considerations — U.S. Holders — Exchange Offer.”

      Redemptions. See above “Certain U.S. Federal Income Tax Considerations — U.S. Holders — Redemptions.”

      Information Reporting and Backup Withholding. We must report annually to the IRS and to each Non-U.S. Holder any interest that is paid to the Non-U.S. Holder. Copies of these information returns also may be made available under the provisions of a specific treaty or other agreement to the tax authorities of the country in which the Non-U.S. Holder resides.

      Treasury regulations provide that the backup withholding tax and certain information reporting will not apply to such payments of interest with respect to which either the requisite certification, as described above, has been received or an exemption otherwise has been established, provided that neither we nor our paying agent have actual knowledge that the Non-U.S. Holder is, in fact, a United States person or that the conditions of any other exemption are not, in fact, satisfied.

      The payment of proceeds from the disposition of the notes to or through the United States office of any broker, U.S. or foreign, will be subject to information reporting and possible backup withholding unless the owner certifies as to its non-U.S. status under penalties of perjury or otherwise establishes an exemption, provided that the broker does not have actual knowledge that the holder is a United States person or that the conditions of any other exemption are not, in fact, satisfied. The payment of proceeds from the disposition of the notes to or through a non-U.S. office of a non-U.S. broker will not be subject to information reporting or backup withholding unless the non-U.S. broker has certain types of relationships with the United States (a “U.S. related person”). In the case of the payment of proceeds from the disposition of the notes to or through a non-U.S. office of a broker that is either a U.S. person or a U.S. related person, the Treasury regulations require information reporting (but not back-up withholding) on the payment unless the broker has

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documentary evidence in its files that the owner is a Non-U.S. Holder and the broker has no knowledge to the contrary.

      Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or credited against the Non-U.S. Holder’s United States federal income tax liability, provided that the required information is provided to the IRS.

      THE PRECEDING SUMMARY OF CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES IS FOR GENERAL INFORMATION ONLY AND IS NOT LEGAL OR TAX ADVICE. ACCORDINGLY, PROSPECTIVE PURCHASERS SHOULD CONSULT THEIR OWN ADVISORS ON THE U.S. FEDERAL, STATE, AND LOCAL, AND FOREIGN TAX CONSEQUENCES OF THEIR PURCHASE, OWNERSHIP, AND DISPOSITION OF THE NOTES, AND ON THE CONSEQUENCES OF ANY CHANGES IN APPLICABLE LAW.

LEGAL MATTERS

      The legality of the securities offered hereby will be passed upon for us by Foley & Lardner, Detroit, Michigan.

EXPERTS

      Ernst & Young, LLP, independent auditors, have audited our consolidated financial statements at December 31, 2001 and 2000, and for each of the three years in the period ended December 31, 2001, as set forth in their report. We’ve included our financial statements in the prospectus and elsewhere in the registration statement in reliance on Ernst & Young LLP’s report, given on their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

      We file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any document we file at the SEC’s public reference rooms in Washington, D.C., New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Our filings are also available to the public at the SEC’s web site at http://www.sec.gov.

      You may request a copy of those filings, at no cost, by writing or telephoning us at the following:

INTERMET Corporation

5445 Corporate Drive

Troy, Michigan 48098-2583

Attention: Ms. Bytha Mills

(248) 952-2500

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

OF INTERMET CORPORATION

	Page
Unaudited Financial Statements for the Three Months Ended March 31, 2002 and 2001
Interim Condensed Consolidated Statements of Income for the three months ended March 31, 2002 and 2001		F-2
Interim Condensed Consolidated Balance Sheets as of March 31, 2002 and December 31, 2001		F-3
Interim Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2002 and 2001		F-4
Notes to Interim Condensed Consolidated Financial Statements		F-5
Audited Financial Statements for the Three Years Ended December 31, 2001
Report of Independent Auditors		F-15
Consolidated Statements of Operations for the three years ended December 31, 2001, 2000 and 1999		F-16
Consolidated Statements of Comprehensive Income for the three years ended December 31, 2001, 2000 and 1999		F-17
Consolidated Balance Sheets as of December 31, 2001 and 2000		F-18
Consolidated Statements of Cash Flows		F-19
Consolidated Statements of Shareholders’ Equity for the three years ended December 31, 2001, 2000 and 1999		F-20
Notes to Consolidated Financial Statements		F-21

F-1

INTERMET CORPORATION

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF INCOME

			Three months ended
			March 31,
			2002			2001
			(Unaudited)
			(in thousands of dollars,
			except per share data)
Net sales			$	206,096		$	223,732
Cost of sales				185,577			206,387
Gross profit				20,519			17,345
Operating expenses:
	Selling, general and administrative			8,060			7,891
	Goodwill amortization						1,558
	Other operating expenses			(59	)		(115	)
Operating profit				12,518			8,011
Other income (expense):
	Interest, net			(6,354	)		(7,915	)
	Other income, net			546			1,848
				(5,808	)		(6,067	)
Income before income taxes				6,710			1,944
Provision for income taxes				2,355			1,144
Net income before cumulative effect of a change in accounting principle				4,355			800
Cumulative effect of a change in accounting principle, net of tax				481			—
Net income			$	4,836		$	800
Earnings per common share:
	Basic:
		Earnings before cumulative effect of a change in accounting principle	$	0.17		$	0.03
		Cumulative effect of a change in accounting principle		0.02			—
		Net earnings available to common shareholders	$	0.19		$	0.03
	Diluted:
		Earnings before cumulative effect of a change in accounting principle	$	0.17		$	0.03
		Cumulative effect of a change in accounting principle		0.02			—
		Net earnings available to common shareholders	$	0.19		$	0.03
Weighted average shares outstanding:
	Basic			25,398			25,363
	Diluted			25,784			25,679

See accompanying notes.

F-2

INTERMET CORPORATION

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

			March 31,			December 31,
			2002			2001
			(Unaudited)
			(in thousands of dollars)
ASSETS
Current assets:
	Cash and cash equivalents		$	2,508		$	13,866
	Accounts receivable:
		Trade, less allowance for doubtful accounts of $10,940 in 2002 and $10,727 in 2001		85,178			95,601
		Other		13,453			16,439
				98,631			112,040
	Inventories			66,368			71,857
	Other current assets			35,499			33,632
Total current assets				203,006			231,395
Property, plant and equipment, at cost				646,156			646,637
Less:
	Accumulated depreciation and foreign industrial development grants, net of amortization			287,160			275,881
Net property, plant and equipment				358,996			370,756
Goodwill				217,016			217,016
Other noncurrent assets				28,724			24,166
Total assets			$	807,742		$	843,333
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
	Accounts payable		$	72,374		$	81,244
	Income taxes and other accrued liabilities			71,750			63,008
	Long-term debt due within one year			163,349			173,352
Total current liabilities				307,473			317,604
Noncurrent liabilities:
	Long-term debt due after one year			162,842			190,070
	Retirement benefits			60,082			60,583
	Other noncurrent liabilities			21,323			21,796
Total noncurrent liabilities				244,247			272,449
Shareholders’ equity:
	Common stock			2,590			2,590
	Capital in excess of par value			56,765			56,761
	Retained earnings			211,322			207,512
	Accumulated other comprehensive income			(14,462	)		(13,389	)
	Unearned restricted stock			(193	)		(194	)
Total shareholders’ equity				256,022			253,280
Total liabilities and shareholders’ equity			$	807,742		$	843,333

See accompanying notes.

F-3

INTERMET CORPORATION

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

			Three months ended
			March 31,
			2002			2001
			(Unaudited)
			(in thousands of dollars)
Operating Activities:
Net income			$	4,836		$	800
Adjustments to reconcile net income to cash provided by (used in) operating activities:
	Depreciation			12,560			12,795
	Amortization			413			1,826
	Results of equity investment			(175	)		(152	)
	Changes in operating assets and liabilities:
		Accounts receivable		12,945			(3,701	)
		Inventories		5,329			7,452
		Accounts payable and accrued taxes		(1,034	)		(25,337	)
		Other assets and liabilities		(5,883	)		(7,211	)
Net cash provided by (used in) operating activities				28,991			(13,528	)
Investing Activities:
Additions to property, plant and equipment				(1,595	)		(12,760	)
Proceeds from sale of fixed assets				169			—
Net cash used in investing activities				(1,426	)		(12,760	)
Financing Activities:
Net (decrease) increase in revolving credit facility and term loan				(37,221	)		93,284
Dividends paid				(1,017	)		(1,015	)
Purchase of common stock				(4	)		—
Net cash (used in) provided by financing activities				(38,242	)		92,269
Effect of exchange rate changes on cash and cash equivalents				(681	)		1,463
Net (decrease) increase in cash and cash equivalents				(11,358	)		67,444
Cash and cash equivalents at beginning of period				13,866			19,737
Cash and cash equivalents at end of period			$	2,508		$	87,181

See accompanying notes.

F-4

INTERMET CORPORATION

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2002 (Unaudited)

1.     Basis of Presentation

      The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month period ended March 31, 2002 are not necessarily indicative of the results that may be expected for the year ending December 31, 2002.

      The balance sheet at December 31, 2001 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.

      The data provided for the three months ended March 31, 2001 vary from amounts previously reported on the Intermet Form 10-Q for the quarter ended March 31, 2001. See note 13 to the audited financial statements contained in the INTERMET Form 10-K for the year ended December 31, 2001 for a reconciliation of the amounts given with those previously reported.

      For further information, refer to the consolidated financial statements and footnotes thereto included in the INTERMET annual report on Form 10-K for the year ended December 31, 2001.

2.     Inventories

      Net inventories consist of the following (in thousands of dollars):

	March 31,		December 31,
	2002		2001
Finished goods	$	13,698	$	15,756
Work in process		10,713		12,080
Raw materials		7,135		6,259
Supplies and patterns		34,822		37,762
	$	66,368	$	71,857

3.     Property, Plant and Equipment

      Gross property, plant and equipment consist of the following (in thousands of dollars):

	March 31,		December 31,
	2002		2001
Land	$	5,199	$	5,204
Buildings and improvements		123,752		122,425
Machinery and equipment		503,102		505,025
Construction in progress		14,103		13,983
	$	646,156	$	646,637

F-5

INTERMET CORPORATION

NOTES TO INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS — (Continued)

4.     Adoption of Accounting Policy

      We had goodwill of $217.0 million and accumulated amortization of $21.9 million at March 31, 2002 and December 31, 2001 which consists of costs in excess of net assets acquired. On January 1, 2002, we adopted Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets.” Under this statement, goodwill is no longer amortized but is subject to annual impairment tests (or more frequent tests if impairment indicators arise). As required under SFAS 142, we wrote off negative goodwill of $481,000, net of taxes, as a cumulative effect of a change in accounting principle. We are assessing the potential impact of SFAS No. 142 related to the impairment analysis of goodwill. We have not yet determined the effect, if any, of the impairment test as of January 1, 2002. We will complete this assessment in the second quarter of 2002. Any impairment as a result of this test would be reflected as a cumulative effect of a change in accounting principle. The following table is presented as if goodwill was no longer amortized as of January 1, 2001 (in thousands of dollars, except per share data):

		For the three
		months
		ended March 31,
		2002		2001
Reported net income after cumulative effect of a change in accounting principle		$	4,836	$	800
Add back: Goodwill amortization, net of taxes					1,370
Adjusted net income		$	4,836	$	2,170
Basic earnings-per-share:
	Reported net income	$	0.19	$	0.03
	Add back: Goodwill amortization, net of taxes				0.05
	Adjusted net income	$	0.19	$	0.08
Diluted earnings-per-share:
	Reported net income	$	0.19	$	0.03
	Add back: Goodwill amortization, net of taxes				0.05
	Adjusted net income	$	0.19	$	0.08

5.     Debt

      In July of 2001 INTERMET entered into an agreement with our banks providing for a new term loan facility for $182.8 million, replacing an existing $200 million term loan and a $15 million unsecured note held by Scotia Bank. At the same time, INTERMET renegotiated certain of the terms of our existing $300 million revolving credit facility. The interest rate on the new term loan, as well as our existing revolving facility is currently LIBOR plus 3.25% (as of March 31, 2002 the rate was approximately 5.2%). The new term loan facility expires on December 20, 2002 while the term of the revolving facility remains in effect until November, 2004.

F-6

INTERMET CORPORATION

NOTES TO INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS — (Continued)

      Long term debt consists of the following (in thousands of dollars):

	March 31,		December 31,
	2002		2001
Total debt	$	326,191	$	363,422
Less amounts due within one year		163,349		173,352
Debt due after one year	$	162,842	$	190,070

      Maturities of long-term debt at March 31, 2002 and for each twelve-month period ended March 31 are as follows (in thousands of dollars):

2003	$	163,349
2004		1,493
2005		122,911
2006		1,310
2007 and Thereafter		37,128
Totals	$	326,191

6.     Comprehensive Income

      Total comprehensive income consisted of the following (in thousands of dollars):

		Three months
		ended March 31,
		2002			2001
Net income		$	4,836		$	800
Other comprehensive income (loss):
	Fair value of interest rate swap		442			(412	)
	Foreign currency translation adjustment		(1,515	)		290
Total other comprehensive loss			(1,073	)		(122	)
Total comprehensive income		$	3,763		$	678

7.     Financial Instruments

      Effective January 1, 2001, INTERMET adopted SFAS 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended, which requires that all derivative instruments be reported on the balance sheet at fair value. The effect of SFAS 133 to INTERMET since adoption was to decrease Other Comprehensive Income by $1,416,000, net of related taxes. The adoption of SFAS 133 had no impact on the income statement for the period ended March 31, 2001. Since the interest rate swap hedge entered into was perfectly effective, the short cut method of accounting for derivatives was utilized in accounting for the transaction.

      We assess market conditions periodically to determine whether it is beneficial to enter into transactions which protect against interest rate fluctuations on the variable portion of our long-term debt.

F-7

INTERMET CORPORATION

NOTES TO INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS — (Continued)

8.     Reporting for Business Segments

      We evaluate the operating performance of our business units individually. Under the provisions of SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information,” we have aggregated operating segments that have similar characteristics, including manufacturing processes and raw materials. The ferrous-metals segment consists of ferrous foundry operations and their related machining operations. The light-metals segment consists of aluminum, magnesium and zinc casting operations and their related machining operations. Corporate and other consists of operations that do not fall within the other segments and has been combined with the corporate business unit and its related expenses and eliminations. This information is displayed in the following table:

		Ferrous		Light		Corporate
		Metals		Metals		and Other			Consolidated
		(in thousands of dollars)
Three-month period ended March 31, 2002
	Net sales	$	133,637	$	69,207	$	3,252		$	206,096
	Operating profit (loss)		7,717		6,318		(1,517	)		12,518
	Interest, net						(6,354	)		(6,354	)
	Other, net						546			546
	Taxes						(2,355	)		(2,355	)
	Cumulative effect of a change in accounting principle		481							481
	Net income									4,836
Three-month period ended March 31, 2001
	Net sales	$	141,102	$	78,868	$	3,762		$	223,732
	Operating profit (loss)		10,362		965		(3,316	)		8,011
	Interest, net						(7,915	)		(7,915	)
	Other, net						1,848			1,848
	Taxes						(1,144	)		(1,144	)
	Net income									800

9.     Environmental and Legal Matters

      INTERMET and its subsidiaries are a party to a number of environmental matters and legal proceedings in the ordinary course of business.

      On March 14, 2002, we entered into a Consent Order with the U.S. Environmental Protection Agency, which will require investigation of the nature and extent of any hazardous waste disposed of at our Radford, Virginia facilities. We have entered into this Consent Order in connection with the U.S. EPA’s Corrective Action Program. The Corrective Action Program is being undertaken on a nationwide basis by U.S. EPA pursuant to the Resource Conservation and Recovery Act of 1976, which is known as RCRA. The Corrective Action Program requires facilities that have historically generated or handled hazardous waste to determine whether those activities have or could adversely affect groundwater or adversely affect human health. We are in the early stages of this investigation. Because we historically disposed of waste material at this site, it is possible that fines or penalties could be assessed, or that remedial action could be required, with respect to that on-site disposal. Although we cannot predict the amount of any potential fines or penalties or the cost of remedial action, we do not believe that they would be material to our business or financial statements.

F-8

INTERMET CORPORATION

NOTES TO INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS — (Continued)

      On March 5, 2000 the Company suffered a catastrophic accidental explosion and fire at its New River Foundry, located in Radford, Virginia. Three employees were fatally injured and others were injured, several seriously. On March 2, 2002 the representatives of the three deceased employees, and three of the injured employees, filed lawsuits seeking damages from the Company and others in the Circuit Court for the City of Radford, Virginia. It is also possible that one or more of the other defendants in these cases might assert cross-claims against the Company. We intend to defend these lawsuits on the ground that, among other things, the claims asserted against the Company are barred by the laws of Virginia governing workers’ compensation. The Company has both primary and excess liability insurance policies covering potential liability to employees and others and believes that it is adequately insured against any likely liability for deaths or injuries arising out of this incident. However, if the Company were held to be liable in these cases, and if its insurance policies did not provide coverage for the damages, the amounts that could be incurred could be material.

      On June 14, 2000 the Virginia Department of Environmental Quality (DEQ) issued a new air emissions permit for our Radford Foundry, located in Radford, Virginia. The permit required that new air emission controls be installed in the Radford Foundry and be operational by June 14, 2003. Our best current estimates are that the cost of these new emission controls will be approximately $4.3 million. On February 11, 2002 we formally requested from the DEQ that the deadline for compliance with the new requirements be extended to December 31, 2004. The DEQ has agreed to consider our request for an extension and we anticipate that they will act on the request during the third quarter of 2002. If the extension is not granted we might not be able to comply with the original deadline, or, if we were able to comply, the cost could be substantially higher than our estimates. If the extension is not granted and we are unable to comply by the original deadline, we could be forced to curtail or cease operations at the plant.

      We do not believe there are any other pending or threatened legal proceedings to which we are a party, or to which any of our property is subject, that will have a material adverse effect on our consolidated financial position, results of operations or liquidity taken as a whole.

10.     Earnings per Share

      Basic earnings per share is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. The dilutive earnings per share calculation reflects the assumed exercise of stock options.

		Three months ended
		March 31,
		2002			2001
		(in thousands, except
		per share data)
Numerator:
	Net income	$	4,836		$	800
Denominator:
	Denominator for basic earnings per share — weighted average shares		25,410			25,365
	Effect of shares held in deferred compensation plan		(12	)		(2	)
	Denominator for basic — earnings per share — adjusted weighted average shares		25,398			25,363

F-9

INTERMET CORPORATION

NOTES TO INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS — (Continued)

		Three months ended
		March 31,
		2002		2001
		(in thousands, except
		per share data)
	Effect of dilutive securities:
	Shares held in deferred compensation plan		12		2
	Employee stock options and unearned restricted stock		374		314
	Denominator for diluted earnings per share — adjusted weighted average shares and assumed exercise of options		25,784		25,679
Fully diluted earnings per share		$	0.19	$	0.03
Basic earnings per share		$	0.19	$	0.03

      Dilutive earnings per share reflects the assumed exercise of stock options and issuance of unearned restricted stock.

11.     Impairment of Assets and Shutdown

      INTERMET permanently closed our Alexander City lost foam aluminum plant (“Alexander City”) on December 21, 2001. The Alexander City plant assets are in the process of being sold. Alexander City is included in the light metals segment of the Reporting for Business Segments footnote. The plant was purchased in 1995 and had employed 117 people. Alexander City had significant operational difficulties with the launches of complex components in late 2000 through the first quarter of 2001. This caused its two principal customers to question the viability of the facility. They began a re-sourcing process that became too difficult and expensive to be retracted once the turnaround at the plant had occurred. Alexander City had revenues and operating losses of $11 million and $3 million, respectively, for the three months ended March 31, 2001.

      The decision to close this foundry was the principal reason for recording an $11.7 million charge for impairment of assets and a $1.2 million charge for shutdown costs in the fourth quarter of 2001. The accrual for shutdown costs which is included in “Accrued liabilities” in the accompanying balance sheet as of December 31, 2001 consisted of $0.7 million for site remediation and disposal costs, $0.4 million for severance (for 18 salaried employees) and employee pay related costs, and $0.1 million in legal costs. During the first quarter of 2002, we paid $0.2 million of severance and pay related costs. The remaining $0.2 million that was accrued at December 31, 2001 related to severance and employee pay related costs is expected to be paid out in the second quarter. The amounts accrued at December 31, 2001 related to legal and site and remediation costs, continue to be our estimate of the costs to be incurred related to such items.

12. Supplemental Condensed Consolidating Financial Information

      The Company expects to issue $175.0 million of senior notes, which will mature in 2009. The senior notes will be guaranteed by each of our domestic wholly-owned subsidiaries other than Intermet International, Inc., Intermet Holding Company, Transnational Indemnity Company, and Western Capital Corporation (“Combined Guarantor Subsidiaries”). The guarantees will be unconditional and joint and several. The senior notes will be effectively subordinated to any secured debt of the Company.

      Presented below are summarized condensed consolidating financial information for the Parent, the Combined Guarantor Subsidiaries, the Combined Non-Guarantor Subsidiaries and the Company on a

F-10

INTERMET CORPORATION

NOTES TO INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS — (Continued)

consolidated basis as of March 31, 2002 and December 31, 2001, and for the three months ended March 31, 2002 and 2001.

		Three months ended March 31, 2002
					Combined			Combined
					Guarantor			Non-Guarantor
		Parent			Subsidiaries			Subsidiaries		Eliminations			Consolidated
		(in thousands)
INCOME STATEMENT DATA
Net sales		$	—		$	186,936		$	22,303	$	(3,143	)	$	206,096
Cost of sales			19			169,511			19,181		(3,134	)		(185,577	)
Gross profit			(19	)		17,425			3,122		(9	)		20,519
Selling, general and administrative			817			5,439			1,614		190			8,060
Other operating (income) expenses			64			(10	)		77		(190	)		(59	)
Operating (loss) profit			(900	)		11,996			1,431		(9	)		12,518
Other income and expenses:
	Interest (expense) income, net		(3,670	)		(2,732	)		48		—			(6,354	)
	Other, net		—			197			349		—			546
Income (loss) before income taxes			(4,570	)		9,461			1,828		(9	)		6,710
Income tax (benefit) expense			(1,738	)		3,785			308		—			2,355
Net (loss) income before cumulative effect of change in accounting principle			(2,832	)		5,676			1,520		(9	)		4,355
Cumulative effect of change in accounting principle			—			—			481		—			481
Net (loss) income		$	(2,832	)	$	5,676		$	2,001	$	(9	)	$	4,836

		Three months ended March 31, 2001
					Combined			Combined
					Guarantor			Non-Guarantor
		Parent			Subsidiaries			Subsidiaries		Eliminations			Consolidated
		(in thousands)
INCOME STATEMENT DATA
Net sales		$	—		$	204,274		$	25,546	$	(6,088	)	$	223,732
Cost of sales			459			191,958			19,968		(5,998	)		206,387
Gross profit			(459	)		12,316			5,578		(90	)		17,345
Selling, general and administrative			962			6,713			1,660		114			9,449
Other operating (income) expenses			602			(612	)		9		(114	)		(115	)
Operating (loss) profit			(2,023	)		6,215			3,909		(90	)		8,011
Other income and expenses:
	Interest (expense) income, net		(4,720	)		(3,511	)		316		—			(7,915	)
	Other, net		20			6			1,822		—			1,848
Income (loss) before income taxes			(6,723	)		2,710			6,047		(90	)		1,944
Income tax (benefit) expense			(2,028	)		1,391			1,781		—			1,144
Net (loss) income		$	(4,695	)	$	1,319		$	4,266	$	(90	)	$	800

F-11

INTERMET CORPORATION

NOTES TO INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS — (Continued)

			March 31, 2002
						Combined		Combined
						Guarantor		Non-Guarantor
			Parent			Subsidiaries		Subsidiaries			Eliminations			Consolidated
			(in thousands)
BALANCE SHEET DATA
ASSETS
Current assets:
	Cash and cash equivalents		$	(104	)	$	2,070	$	542		$	—		$	2,508
	Accounts receivable, net			688			77,350		20,593			—			98,631
	Inventories, net			—			58,939		7,488			(59	)		66,368
	Other current assets			32,334			2,360		804			1			35,499
		Total current assets		32,918			140,719		29,427			(58	)		203,006
Property, plant and equipment, net				3,786			325,264		29,375			571			358,996
Other assets:
	Goodwill			—			217,016		—			—			217,016
	Other noncurrent assets			16,305			4,943		7,476			—			28,724
	Intercompany, net			11,956			13,170		(28,171	)		3,045			—
	Investments in subsidiaries			567,283			—		—			(567,283	)		—
Total assets			$	632,248		$	701,112	$	38,107		$	(563,725	)	$	807,742
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
	Accounts payable		$	1,602		$	66,340	$	4,717		$	(285	)	$	72,374
	Accrued expenses and other			17,252			42,361		12,036			101			71,750
	Long-term debt due within one year			162,100			1,086		163			—			163,349
		Total current liabilities		180,954			109,787		16,916			(184	)		307,473
Long-term debt				124,200			38,430		212			—			162,842
Retirement benefits				54,584			5,498		—			—			60,082
Other non-current liabilities				16,488			6,850		(2,762	)		747			21,323
		Total long-term liabilities		195,272			50,778		(2,550	)		747			244,247
Shareholders’ equity				256,022			540,547		23,741			(564,288	)		256,022
Total liabilities and shareholders’ equity			$	632,248		$	701,112	$	38,107		$	(563,725	)	$	807,742

F-12

INTERMET CORPORATION

NOTES TO INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS — (Continued)

			December 31, 2001
					Combined			Combined
					Guarantor			Non-Guarantor
			Parent		Subsidiaries			Subsidiaries			Eliminations			Consolidated
			(in thousands)
BALANCE SHEET DATA
ASSETS
Current assets:
	Cash and cash equivalents		$	2,328	$	466		$	11,072		$	—		$	13,866
	Accounts receivable, net			820		90,487			20,733			—			112,040
	Inventories, net			—		64,758			7,158			(59	)		71,857
	Other current assets			30,578		2,414			639			1			33,632
		Total current assets		33,726		158,125			39,602			(58	)		231,395
Property, plant and equipment, net				3,971		335,448			30,757			580			370,756
Other assets:
	Goodwill			—		217,016			—			—			217,016
	Other noncurrent assets			12,224		5,053			6,889			—			24,166
	Intercompany, net			44,352		(26,627	)		(20,770	)		3,045			—
	Investments in subsidiaries			575,249		—			—			(575,249	)		—
Total assets			$	669,522	$	689,015		$	56,478		$	(571,682	)	$	843,333
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
	Accounts payable		$	1,621	$	73,796		$	6,498		$	(671	)	$	81,244
	Accrued expenses and other			22,859		27,248			12,414			487			63,008
	Long-term debt due within one year			171,750		1,084			518			—			173,352
		Total current liabilities		196,230		102,128			19,430			(184	)		317,604
Long-term debt				148,000		39,097			2,973			—			190,070
Retirement benefits				54,824		5,759			—			—			60,583
Other non-current liabilities				17,188		7,160			(3,299	)		747			21,796
		Total long-term liabilities		220,012		52,016			(326	)		747			272,449
Shareholders’ equity				253,280		534,871			37,374			(572,245	)		253,280
Total liabilities and shareholders’ equity			$	669,522	$	689,015		$	56,478		$	(571,682	)	$	843,333

F-13

INTERMET CORPORATION

NOTES TO INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS — (Continued)

	Three months ended March 31, 2002
				Combined			Combined
				Guarantor			Non-Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations		Consolidated
	(in thousands)
CASH FLOW DATA
Net cash provided by (used in) operating activities	$	35,577		$	2,954		$	(9,540	)			$	28,991
Investing activities:
Additions to property, plant and equipment		(80	)		(1,263	)		(252	)		—		(1,595	)
Proceeds from sale of assets		—			169			—			—		169
Cash used in investing activities		(80	)		(1,094	)		(252	)		—		(1,426	)
Financing activities:
Net change in revolving credit facility and term loan		(36,908	)		—			—			—		(36,908	)
Change in other debt		—			(256	)		(57	)		—		(313	)
Purchase of common stock		(4	)		—			—			—		(4	)
Dividends paid		(1,017	)		—			—			—		(1,017	)
Cash used in financing activities		(37,929	)		(256	)		(57	)		—		(38,242	)
Effect of exchange rate on cash and cash equivalents		—			—			(681	)		—		(681	)
Net increase (decrease) in cash and cash equivalents	$	(2,432	)	$	1,604		$	(10,530	)	$		$	(11,358	)

	Three months ended March 31, 2001
				Combined			Combined
				Guarantor			Non-Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations		Consolidated
	(in thousands)
CASH FLOW DATA
Net cash provided by (used in) operating activities	$	(22,492	)	$	11,182		$	(2,218	)			$	(13,528	)
Investing activities:
Additions to property, plant and equipment		(239	)		(9,681	)		(2,840	)		—		(12,760	)
Cash used in investing activities		(239	)		(9,681	)		(2,840	)		—		(12,760	)
Financing activities:
Net change in revolving credit facility and term loan		94,000			—			—			—		94,000
Change in other debt		—			(625	)		(91	)		—		(716	)
Dividends paid		(1,015	)		—			—			—		(1,015	)
Cash provided by (used in) financing activities		92,985			(625	)		(91	)		—		92,269
Effect of exchange rate on cash and cash equivalents		—			—			1,463			—		1,463
Net increase (decrease) in cash and cash equivalents	$	70,254		$	876		$	(3,686	)	$		$	67,444

F-14

REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Shareholders

INTERMET Corporation

      We have audited the accompanying consolidated balance sheets of INTERMET Corporation as of December 31, 2001 and 2000, and the related consolidated statements of operations, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2001. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

      We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

      In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of INTERMET Corporation at December 31, 2001 and 2000, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States.

/s/ ERNST & YOUNG LLP

Detroit, Michigan

February 6, 2002,

except for Note 16, as to which the date is

June 5, 2002

F-15

INTERMET CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

		Years ended December 31,
		2001			2000			1999
		(in thousands of dollars,
		except per share data)
Net sales		$	843,173		$	1,038,844		$	956,832
Cost of sales			781,650			913,262			834,545
Gross profit			61,523			125,582			122,287
Selling, general and administrative			29,177			38,546			37,473
Goodwill amortization			6,328			6,353			4,154
Other operating expenses (income)			13,427			(8,009	)		18,499
Operating profit			12,591			88,692			62,161
Other income and expenses:
	Interest expense, net		(31,025	)		(39,261	)		(14,905	)
	Other, net		4,431			27,668			1,197
			(26,594	)		(11,593	)		(13,708	)
Income (loss) before income taxes			(14,003	)		77,099			48,453
Income tax (benefit) expense			(5,300	)		36,191			12,076
Net (loss) income		$	(8,703	)	$	40,908		$	36,377
Net (loss) income per common share		$	(0.34	)	$	1.61		$	1.43
Net (loss) income per common share — assuming dilution		$	(0.34	)	$	1.61		$	1.42

See accompanying notes.

F-16

INTERMET CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

		Years ended December 31,
		2001			2000			1999
		(in thousands of dollars,
		except per share data)
Net (loss) income		$	(8,703	)	$	40,908		$	36,377
Other comprehensive income (loss), net of tax:
	Foreign currency translation adjustment		(4,278	)		(129	)		(1,155	)
	Derivative instrument adjustment		(1,858	)		—			—
	Minimum pension liability adjustment		(6,890	)		—			849
Total other comprehensive (loss)			(13,026	)		(129	)		(306	)
Comprehensive (loss) income		$	(21,729	)	$	40,779		$	36,071

See accompanying notes.

F-17

INTERMET CORPORATION

CONSOLIDATED BALANCE SHEETS

			December 31,
			2001			2000
			(in thousands of dollars,
			except per share data)
ASSETS
Current assets:
	Cash and cash equivalents		$	13,866		$	19,737
	Accounts receivable:
		Trade, less allowances of $10,727 in 2001 and $9,451 in 2000		95,601			125,745
		Other		16,439			9,136
				112,040			134,881
	Inventories:
		Finished goods		15,756			17,865
		Work in process		12,080			21,816
		Raw materials		6,259			8,940
		Supplies and patterns		37,762			45,249
				71,857			93,870
	Deferred income taxes			29,461			13,999
	Other current assets			4,171			17,961
Total current assets				231,395			280,448
Property, plant and equipment, at cost:
	Land			5,204			5,408
	Buildings and improvements			122,425			116,181
	Machinery and equipment			505,025			467,819
	Construction in progress			13,983			46,724
				646,637			636,132
Less:
	Accumulated depreciation and foreign industrial development grants, net			275,881			238,498
Net property, plant and equipment				370,756			397,634
Intangible assets, net of amortization				217,016			224,873
Other non-current assets				24,166			15,841
			$	843,333		$	918,796
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
	Accounts payable		$	81,244		$	103,501
	Accrued wages, severance and benefits			28,822			31,520
	Accrued liabilities			34,186			51,035
	Long-term debt due within one year			173,352			216,479
Total current liabilities				317,604			402,535
Noncurrent liabilities:
	Long-term debt			190,070			182,687
	Retirement benefits			60,583			45,685
	Other noncurrent liabilities			21,796			8,479
Total noncurrent liabilities				272,449			236,851
Shareholders’ equity:
	Preferred stock; 5,000,000 shares authorized; none Issued			—			—
	Common stock, $0.10 par value; 50,000,000 shares authorized; 25,415,324 and 25,393,824 shares issued and outstanding in 2001 and 2000.			2,590			2,590
	Capital in excess of par value			56,761			57,110
	Retained earnings			207,512			220,279
	Accumulated other comprehensive loss			(13,389	)		(363	)
	Unearned restricted stock			(194	)		(206	)
Total shareholders’ equity				253,280			279,410
			$	843,333		$	918,796

See accompanying notes.

F-18

INTERMET CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

			Years ended December 31,
			2001			2000			1999
			(in thousands of dollars)
Operating Activities:
Net income			$	(8,703	)	$	40,908		$	36,377
Adjustments to reconcile net income to cash provided by operating activities:
	Depreciation			52,149			45,122			35,140
	Amortization			7,823			8,600			4,978
	Impairment of assets			11,734			7,476			10,811
	Results of equity investments			(964	)		(782	)		(337	)
	Deferred income taxes			(4,086	)		14,459			(6,391	)
	(Gain) loss on sale of subsidiary and other assets			(73	)		(22,392	)		692
	Gain on insurance proceeds from involuntary conversion of assets			(3,220	)		(26,502	)		—
	Changes in operating assets and liabilities excluding the effects of acquisitions and dispositions:
		Accounts receivable		21,504			30,835			(18,688	)
		Inventories		21,375			1,844			(4,811	)
		Accounts payable and current liabilities		(40,593	)		(10,490	)		10,305
		Shutdown costs		1,186			—			7,789
		Other assets and liabilities		13,462			(19,723	)		(5,606	)
Cash provided by operating activities				71,594			69,355			70,259
Investing Activities:
	Additions to property, plant and equipment			(36,368	)		(57,747	)		(78,743	)
	Additions to property, plant and equipment from Insurance			(3,389	)		(34,414	)		—
	Proceeds from insurance for replacement of property, plant and equipment			3,389			34,414			—
	Purchase of businesses, net of cash acquired			—			—			(274,338	)
	Investment in joint venture			—			—			(4,500	)
	Proceeds from sales of assets			—			10,309			1,032
	Proceeds from sale of subsidiary			—			53,903			—
	Other, net			—			(1,628	)		(418	)
Cash provided by (used in) investing activities				(36,368	)		4,837			(356,967	)
Financing Activities:
	Net change in revolving credit facility			9,000			(54,500	)		193,500
	Proceeds from (Payoff of) term loan			(43,250	)		—			200,000
	Repayment of revolving credit facility			—			—			(130,000	)
	Change in other debt			(1,494	)		(1,307	)		31,342
	Payment on notes payable			—			—			(5,000	)
	Acquisition of treasury stock			—			—			(6,833	)
	Issuance (purchase) of common stock			(349	)		452			114
	Dividends paid			(3,183	)		(4,061	)		(4,076	)
	Other, net			—			(140	)		849
Cash provided by (used in) financing activities				(39,276	)		(59,556	)		279,896
Effect of exchange rate changes on cash and cash Equivalents				(1,821	)		1,685			4,380
Net increase (decrease) in cash and cash equivalents				(5,871	)		16,321			(2,432	)
Cash and cash equivalents at beginning of year				19,737			3,416			5,848
Cash and cash equivalents at end of year			$	13,866		$	19,737		$	3,416

See accompanying notes.

F-19

INTERMET CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

		Years ended December 31,
		2001			2000			1999
		(in thousands of dollars, except share
		and per share data)
Common stock
	Beginning balance	$	2,590		$	2,585		$	2,583
	Exercise of options to purchase 26,000 and 14,000 shares of common stock in 2000 and 1999		—			5			2
	Ending balance		2,590			2,590			2,585
Capital in excess of par value
	Beginning balance		57,110			56,661			63,382
	Exercise of options to purchase shares of common stock		—			449			112
	Purchase of 104,000 shares for deferred compensation plan		(349	)		—			—
	Purchase of 509,000 shares of treasury stock		—			—			(6,833	)
	Ending balance		56,761			57,110			56,661
Retained earnings
	Beginning balance		220,279			183,432			151,131
	Net income (loss)		(8,703	)		40,908			36,377
	Cash dividends of $0.16 per share in 2001, 2000 and 1999		(4,064	)		(4,061	)		(4,076	)
	Ending balance		207,512			220,279			183,432
Accumulated translation adjustment
	Beginning balance		(363	)		(234	)		921
	Translation adjustment		(6,582	)		(198	)		(1,777	)
	Related income tax effect		2,304			69			622
	Ending balance		(4,641	)		(363	)		(234	)
Derivative instrument adjustment
	Beginning balance		—			—			—
	Adjustment		(2,858	)		—			—
	Related income tax effect		1,000			—			—
	Ending balance		(1,858	)		—			—
Minimum pension liability adjustment
	Beginning balance		—			—			(849	)
	Adjustment		(10,600	)		—			1,306
	Related income tax effect		3,710			—			(457	)
	Ending balance		(6,890	)		—			—
Unearned restricted stock
	Beginning balance		(206	)		(67	)		(163	)
	Issuance of 23,000 and 30,000 shares of common stock in 2001 and 2000		(64	)		(251	)		—
	Amortization		76			112			96
	Ending balance		(194	)		(206	)		(67	)
Total shareholders’ equity		$	253,280		$	279,410		$	242,377

See accompanying notes.

F-20

INTERMET CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2001, 2000 and 1999

1.     Summary of Significant Accounting Policies

     Basis of Presentation

      The accompanying consolidated financial statements, presented in conformity with accounting principles generally accepted in the United States (“GAAP”), include the accounts of INTERMET Corporation (“INTERMET”) and its subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation. All subsidiaries have a fiscal year ending December 31.

     Business

      INTERMET produces ferrous metals castings, including ductile and gray iron, and light metals castings, including aluminum, magnesium and zinc. In addition, we perform value-added services, principally for automotive manufacturers in North America and Europe. We also supply precision-machined components to automotive and other industrial customers.

     Use of Estimates

      The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

     Reclassification

      Certain amounts previously reported in the 2000 and 1999 financial statements and notes thereto have been reclassified to conform to the 2001 presentation.

     Revenue Recognition

      We recognize revenue upon shipment of products. Tooling revenue is recognized when billed either on completion of the tool or through the piece price as agreed in the purchase order.

     Shipping and Handling Costs

      We record shipping and handling costs as component of “Cost of sales” within our statements of operations.

     Cash and Cash Equivalents

      All short-term investments with original maturities of less than 90 days are deemed to be cash equivalents for purposes of the statements of cash flows.

     Derivatives

      As of January 1, 2001 we adopted FAS 133, “Accounting for Derivative Instruments and Hedging Activities.” FAS 133 requires companies to recognize all of their derivative instruments as either assets or liabilities in the statement of financial position at fair value. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and further, on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, a company must designate the hedging instrument, based upon the exposure being hedged, as either a fair value hedge, cash flow hedge or a hedge of a net investment in a foreign operation. The adoption of FAS 133 did not have a material impact on our financial statements. We do not participate in speculative derivatives trading.

F-21

INTERMET CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

     Inventories

      Inventories are stated at the lower of cost or market. Cost is determined on the last-in, first-out (“LIFO”) method for 6% of both the December 31, 2001 and 2000 inventories. If LIFO inventories were valued using the same cost methods used for other inventories, their carrying values would have increased by $1,191,000 and $1,149,000 at December 31, 2001 and 2000, respectively. Certain raw materials and supplies inventories are valued on a weighted average cost basis; average production cost is used for certain work in process and finished goods inventories and other inventories are valued by the first-in, first-out (“FIFO”) method. The specific identification method is used for pattern inventories. Supplies inventories are evaluated for obsolescence based on length of time in the store room and expected near term use.

     Property, Plant and Equipment

      Property, plant and equipment are stated at cost. The provision for depreciation and amortization of property, plant and equipment is determined on the basis of estimated useful lives using the straight-line method. Industrial development grants provided by the Federal and state governments of Germany are included as reductions of property, plant and equipment and are being amortized over the estimated useful lives of the related assets. We evaluate our property, plant and equipment for impairment whenever indicators of impairment exist. Our recoverability estimates are based on estimates of future operating results of the various facilities. Estimates of future cash flows used to test the assets for recoverability are based on current operating projections extended to the useful life of the asset group for which we measure profits.

     Intangible Assets

      Intangible assets of $217,016,000 and $224,873,000 (net of accumulated amortization of $21,859,000 and $15,531,000) at December 31, 2001 and 2000, respectively, consist principally of costs in excess of net assets acquired. We amortize these costs using the straight-line method over periods ranging principally over forty years. In setting the life of intangibles, we consider the long-term strategic value of the acquired assets. We evaluate our intangible assets for impairment whenever indicators exist. Our recoverability estimates are based on a review of projected undiscounted cash flows of the related operating entities.

      In first quarter of 2002, we expect to adopt FAS 141, “Business Combinations,” and FAS 142, “Goodwill and Other Intangible Assets.” The adoption of FAS 141 is expected to have little impact on the company as acquisitions have typically been accounted for under purchase accounting. Application of the nonamortization provisions in FAS 142 is expected to result in an increase of about 23 cents in earnings per diluted share. During 2002, we will perform the first of the impairment tests of goodwill as of January 1, 2002. It has not yet been determined what effect, if any, that these tests will have on the earnings and financial position of the company.

     Fair Value of Financial Instruments

      The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, accounts receivable and accounts payable approximate fair value. The fair value of our debt approximates the reported amounts in the accompanying consolidated balance sheets as their respective interest rates approximate the respective year end market rates for similar debt instruments. We obtain the fair value of the interest rate swaps, as noted in Note 14, from dealer quotes. These values represent the estimated amount we would receive or pay to terminate agreements taking into consideration current interest rates and the creditworthiness of the counter-parties.

F-22

INTERMET CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

     Stock-Based Compensation

      We generally grant stock options for a fixed number of shares to employees and directors with an exercise price equal to the fair value of the shares at the date of grant. We account for stock option grants in accordance with APB Opinion No. 25, “Accounting for Stock Issued to Employees”, and, accordingly, recognize no compensation expense for the stock option grants. We use the Black-Scholes option pricing model to estimate fair value of our stock options as described in Note 7.

     Joint Venture Accounting

      Joint venture investments of 50% or less are considered minority investments and are accounted for under the equity method. Our 50% investment in Portcast is accounted for on the equity method and our equity in the results of the venture is included in other income and expense.

     Prepaid Expenses

      We recognize payments made in advance for future services (e.g., insurance premiums) as prepaid expenses and include them in other current assets.

2.     Reporting for Business Segments

      We evaluate the operating performance of our business units individually. We have aggregated operating segments that have similar characteristics, including manufacturing processes and raw materials. The ferrous metals segment consists of ferrous foundry operations and their related machining operations. The light metals segment consists of aluminum, magnesium and zinc casting operations and their related machining operations. Due to changes in the makeup of the other segment, the Company has realigned the other segment to include the operations which do not fall within the ferrous metals segment or the light metals segment. These operations have been combined with the corporate business unit and its related expenses and eliminations. This realigned segment is referred to as corporate and other. Certain administrative costs such as interest and amortization are included within the corporate and other segment. This information is displayed in the following table.

								Corporate
			Ferrous Metals		Light Metals			and Other			Consolidated
					(in thousands of dollars)
Year ended December 31, 2001
	Net sales		$	526,281	$	300,745		$	16,147		$	843,173
	Depreciation expense			27,834		20,274			3,866			51,974
	Amortization expense			—		—			6,328			6,328
	Interest expense			6,781		6,003			18,241			31,025
	Provision for income taxes			4,588		(691	)		(9,197	)		(5,300	)
	Net income			8,398		(3,346	)		(13,755	)		(8,703	)
	Purchases of property, plant and equipment*			20,986		14,440			942			36,368
December 31, 2001
		Total assets	$	455,034	$	234,806		$	153,493		$	843,333

F-23

INTERMET CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

							Corporate
			Ferrous Metals		Light Metals		and Other			Consolidated
					(in thousands of dollars)
Year ended December 31, 2000
	Net sales		$	634,392	$	333,851	$	70,601		$	1,038,844
	Depreciation expense			23,072		19,482		2,568			45,122
	Amortization expense			—		—		6,353			6,353
	Interest expense			6,128		7,081		26,052			39,261
	Provision for income taxes			34,770		1,555		(134	)		36,191
	Net income			52,996		1,063		(13,151	)		40,908
	Purchases of property, plant and equipment*			36,283		17,691		3,773			57,747
December 31, 2000
		Total assets	$	492,081	$	401,655	$	25,060		$	918,796
Year ended December 31, 1999
	Net sales		$	770,393	$	102,239	$	84,200		$	956,832
	Depreciation expense			27,780		3,925		3,435			35,140
	Amortization expense			—		—		4,154			4,154
	Interest expense			8,448		2,065		4,392			14,905
	Provision for income taxes			21,050		1,415		(10,389	)		12,076
	Net income			27,038		1,851		7,488			36,377
	Purchases of property, plant and equipment			60,813		13,661		4,269			78,743
December 31, 1999
		Total assets	$	410,001	$	388,055	$	159,236		$	957,292

*  Does not include capital recovered through insurance — $3,389,000 and $34,414,000 in 2001 and 2000, respectively.

3.     Acquisitions and Dispositions

      On October 12, 2000, we sold our interest in Iowa Mold Tooling Co. Inc., (“Iowa Mold Tooling”). This was a consolidated subsidiary that is included in “Corporate and other” in the Reporting for Business Segments footnote. This sale is indicative of our commitment to place emphasis on our core business. We sold our interest in Iowa Mold Tooling for $53.9 million. The pre-tax gain of $22.3 million is included in “Other operating (income) expenses” in the accompanying statements of operations in 2000.

      On March 7, 2000, we sold our equity interest in General Products Corporation for $10.3 million, net of expenses. We realized a pretax gain from the transaction of $762,000. Prior to the sale, General Products was an equity investment included in “Other non-current assets.”

      On December 20, 1999, we acquired all of the issued and outstanding stock of Diversified Diemakers, Inc. (“Diemakers”) and Ganton Technologies, Inc. (“Ganton”) for a purchase price of $270,000,000. We accounted for this transaction using purchase accounting and, accordingly, the excess purchase price of the transaction of $127,261,000 was allocated to goodwill and is being amortized over the next 40 years.

      We accrued approximately $3.7 million for severance and office closing costs. Sales, engineering and certain other administrative and operating functions of Ganton and Diversified Diemakers have been combined with our existing functions. As a result of this combination of activities, we eliminated duplicate

F-24

INTERMET CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

activities during fiscal year 2000. All but $500,000 of the amounts accrued either were paid during 2000 and 2001 or will be paid over the next year. Through December 31, 2001 we have paid $2.4 million. We reversed $800,000 against the allocated goodwill in 2000. The following represents our unaudited pro forma consolidated results of operations (in thousands of dollars, except per share data) for 2000 and 1999, based on the purchase of Ganton and Diversified Diemakers and the sale of Iowa Mold Tooling and General Products assuming the acquisitions and dispositions occurred on January 1 of each year presented.

	2000		1999
Net sales	$	988,221	$	1,122,018
Net income	$	25,811	$	32,368
Income per common share	$	1.01	$	1.27
Income per common share — assuming dilution	$	1.01	$	1.27

      These unaudited pro forma results are presented for comparative purposes only. They are not necessarily indicative of what would have occurred had the acquisitions and dispositions actually been made on the dates indicated or of future results of operations.

4.     Impairment of Assets and Shutdown

      In October 2001, we announced plans to permanently close our Alexander City lost-foam aluminum plant in mid December 2001, and subsequently ceased operations on December 21, 2001. Alexander City is included in the light metals segment of the Reporting for Business Segments footnote. The plant was purchased in 1995 and had employed 117 people. Alexander City had significant operational difficulties with the launches of very complex components in late 2000 through the first quarter of 2001. This caused its two principal customers to question the viability of the facility. They began a re-sourcing process that became too difficult and expensive to be retracted once the turnaround at the plant had occurred. Alexander City had revenues of $39 million, $23 million and $15 million, and net losses of approximately $9.8 million, $10.9 million, and $1.7 million for the years ended 2001, 2000, and 1999, respectively. The net loss of $9.8 million for 2001 includes charges for asset impairment and shutdown of $8.4 million, after tax.

      The decision to close this foundry was the principal reason for recording a $11.7 million charge for impairment of assets and a $1.2 million charge for shutdown costs in the fourth quarter of 2001. All of the charges are included in “Other operating expense (income)” in the accompanying statements of operations. The charge included a write-down of $9.8 million to fair market value for capital assets and inventories; site remediation and disposal costs of $0.7 million; goodwill write-down of $1.9 million; provisions totaling $0.4 million for severance (for 18 salaried employees) and employee pay related costs, and $0.1 million in legal costs. The accrual for shutdown costs of $1.2 million is included in “Accrued liabilities” in the accompanying balance sheet in 2001.

      During December 2000, due to unfavorable operating results of our non-core operations and our concern for the continuing decline in the market share, we assessed the ongoing value of our non-core assets. Based on this assessment, we recorded a charge of $7.5 million, which eliminated goodwill of $5.7 million and resulted in a write-down of certain fixed assets of $1.8 million. This charge was determined based on an estimate of the discounted future cashflows and is included in “Other operating expense (income)” in the accompanying statements of operations.

      In December of 1999, we announced plans to permanently close our Ironton Iron, Inc. foundry (“Ironton”). Ironton was included in the ferrous metals segment of the Reporting for Business Segments footnote. Ironton’s continuing operational difficulties and significant operating losses, as well as loss of customer base, impacted our decision. Ironton had revenues of $6 million and $57 million and net losses of approximately $4.4 million and $22.8 million for the years ended December 31, 2000 and 1999, respectively.

F-25

INTERMET CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The decision to close the Ironton foundry was the principal reason for recording an $18.5 million charge for impairment of assets and shutdown costs in the fourth quarter of 1999, which was included in “Other operating expense (income)” in the accompanying statements of operations in 1999. The charge included a writedown of $10.7 million to fair value for capital assets; building demolition and remediation costs of $6.6 million; and provisions totaling $1.2 million for severance pay and employee benefits.

      In 2001, we spent approximately $1.5 million for shutdown and professional fees related to costs for Ironton remediation. Additionally, we paid out approximately $0.4 million in workers’ compensation. These expenditures were accrued for at December 31, 1999. The remaining accrual of $0.5 million, which is included in “Other accrued liabilities” in the accompanying balance sheet in 2001, is our estimates of the remaining costs to be incurred related primarily to workers’ compensation and legal. During 2000, we incurred approximately $5.2 million related to Ironton costs for remediation and to raze the building. This amount was accrued at December 31, 1999 and no remaining accrual exists at December 31, 2001.

      In 2000, we paid out approximately $1.0 million accrued at December 31, 1999 for the severance and related benefits of 100 Ironton salaried employees. The remaining $0.2 million of the amount accrued during 1999 was recorded as a recovery in “Other operating (income) expenses” in the accompanying statements of operations in 2000. In addition, during the first quarter of 2000, we paid $1.0 million for severance and employees benefits for approximately 500 union employees, which was not previously accrued.

      During 2001 and 2000, we transferred Ironton assets with net book values of approximately $0.7 million and $1.4 million, respectively, to our other facilities. During 2001 and 2000 we sold certain assets of $0.3 million and $4.5 million. The remaining $0.9 million of assets of the $8.0 million shown as held for sale in 1999 represents our estimate of the assets’ fair value.

      As a service to our customers, we continued operations at Ironton at a greatly reduced pace through March 31, 2000, in order to allow them to re-source the parts to other suppliers. Since Ironton is no longer a continuing operation, and we continued operations in 2000 merely to accommodate our customers, we reclassified Ironton’s sales and related cost of sales, which net to a negative $6.1 million, to “Other operating expense (income)” in the accompanying statements of operations in 2000.

5.  Short-Term Lines of Credit

      Columbus Neunkirchen foundry GmbH and INTERMET Europe GmbH, our wholly owned subsidiaries, have various revolving note agreements which are payable upon the earlier of demand or December 31, 2002, unless extended. These notes provide for borrowings up to Euros 7,336,000 (approximately $6,547,000) at December 31, 2001. There were no outstanding borrowings under these agreements as of December 31, 2001 and 2000.

F-26

INTERMET CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

6.  Debt

      Long-term debt consists of the following at December 31 (in thousands of dollars):

			2001		2000
INTERMET:
	Revolving credit facility		$	148,000	$	139,000
	Term loan			171,750		200,000
	Bank of Nova Scotia			—		15,000
	Domestic Subsidiaries:
		Industrial development bonds		41,050		41,725
		Capitalized leases		2,181		2,803
	Foreign Subsidiaries:
		Foreign bank term notes		441		638
Total				363,422		399,166
Less long-term debt due within one year				173,352		216,479
Long-term debt due after one year			$	190,070	$	182,687

      On July 17, 2001, we amended our $300 million unsecured revolving credit agreement with a bank group. The maturity date continues to be November 5, 2004. Also on July 17, 2001, we amended and restated our term loan agreement. The Bank of Nova Scotia debt was rolled into the amended and restated term loan. Under the terms of the term loan agreement, we reduced the principal balance. In addition, the maturity date was extended to December 20, 2002.

      Both the revolving credit facility and the term loan are secured by all domestic assets and a pledge of 65% of the stock of foreign subsidiaries. Pricing and covenants are identical. These agreements require us to maintain compliance with specified financial covenants and impose limitations on certain activities. We are in compliance with our covenants as of December 31, 2001:

Financial Covenant	Requirement		Actual
Fixed charge coverage ratio		³ 1.25:1		1.39:1
Consolidated EBITDA to consolidated interest expense		³ 2.75:1		2.81:1
Funded debt to consolidated EBITDA		£ 4.50:1		4.28:1
Capital expenditures ($000)		£$50,000	$	36,368

      If our operations deteriorate and we were unable to obtain a waiver from our lenders, our debt would be in default with our lenders and our loans could be called. Due to cross-fault provisions in a majority of our debt agreements, approximately 88% of our debt might be due if any of the debt is in default.

      The interest rate at December 31, 2001 on the term loan was LIBOR plus 3.25% (approximately 5.35%). The interest rate on the revolving credit was LIBOR plus 3.25% (approximately 5.18%). The spread over LIBOR that we must pay is the same for both loans and is based on our total debt (including letters of credit) divided by EBITDA. We must also pay a fee, at a rate of 0.75% to 1.00% per annum, on any unused portion of the $300 million revolving credit facility. Standby letters of credit reduce the amount we are able to borrow under our revolving credit facility. At December 31, 2001 such standby letters of credit totaled $48,055,000. At December 31, 2001, we had $103,945,000 available under our revolving credit facility.

      Columbus Foundry, L.P., our wholly-owned subsidiary, has outstanding $35,000,000 of variable rate limited obligation revenue bonds. Under the terms of the indenture, Columbus Foundry, L.P., is required to

F-27

INTERMET CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

make interest only payments at a variable rate. The interest rate resets weekly and at December 31, 2001 it was 2.15%. The principal is due December 1, 2019.

      Under the terms of a bond indenture, Lynchburg Foundry Company, our wholly-owned subsidiary, is required to make partial redemption of its industrial development revenue bonds on an annual basis through June 2006. These amounts are $350,000 per year, with a final payment at maturity of $1,650,000. The balance outstanding as of December 31, 2001 was $3,050,000. The bonds are subject to optional redemption prior to maturity and bear an interest rate of 7.0%.

      We have other industrial development revenue bond debt of $3,000,000. We are required to make annual principal payments of $500,000, with a final maturity date of January 1, 2007.

      We also have capital leases of approximately $2,181,000 at December 31, 2001, which relate to assets with net book values of approximately $2,772,000. Interest rates for these leases range from 7.50% to 8.58%. The amortization of assets recorded under leases is included in depreciation expense.

      The foreign bank term notes bear interest rates from 5.00% to 5.10% per annum. These borrowings are secured by property, plant and equipment with net book values aggregating to approximately $29,534,000 at December 31, 2001.

      Maturities of long-term debt and capital leases at December 31, 2001 are as follows (in thousands of dollars):

2002	$	173,352
2003		1,549
2004		149,403
2005		1,441
2006		2,177
Thereafter		35,500
Totals	$	363,422

      Interest paid totaled approximately $30,810,000, $41,101,000, and $12,953,000 in 2001, 2000, and 1999, respectively. We capitalized interest expense of $1,100,000 and $1,500,000 in 2001 and 2000, respectively.

      Per the terms of our bank agreements, we are able to pay dividends of up to $5,000,000 per fiscal year.

7.  Stock Compensation

      We have executive stock option and incentive award plans (“Employee Plans”) and a directors’ stock option plan (“Directors’ Plan”). The Employee Plans permit the grant of options and restricted shares for up to 3,000,000 shares of common stock. The Directors’ Plan permits the grant of options to purchase up to 150,000 shares of common stock. Options granted under the Employee Plans vest over a four-year period. Options under the Directors’ Plan are exercisable at the grant date. Certain options also remain outstanding from prior stock option plans. At December 31, 2001, options for 889,230 shares were exercisable, while 1,307,700 of the Employee Plans’ shares and 58,000 Directors’ Plan shares were available for future grant.

      We apply Accounting Principles Board Opinion No. 25 and related interpretations in accounting for the stock option plans. Accordingly, we have not recognized compensation expense for our stock option plans. Had compensation expense for these plans been determined based on the fair value at the grant dates for awards under those plans consistent with the method of FAS No. 123, our pro forma net income, basic earnings per share and diluted earnings per share would have been approximately $(9,601,000), $40,033,000, and $35,581,000; $(0.38), $1.58 and $1.40; and $(0.38), $1.57 and $1.39 in 2001, 2000 and 1999, respectively.

F-28

INTERMET CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The fair values of our stock options, as disclosed above, were estimated as of the date of grant using a Black-Scholes option pricing model with the following weighted average assumptions for 2001, 2000 and 1999: risk-free interest rates ranging from 2.0% to 4.5%; a dividend yield of 1.0%; volatility factor of the expected market price of our common stock ranging from .451 to .831; and a weighted average expected life of the options of 6 years. For purposes of the pro forma disclosures required under FAS No. 123, the estimated fair value of the options is amortized over the options’ vesting period.

      The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because our employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models do not necessarily provide a reliable single measure of the fair value of our stock options.

      A summary of our stock option activity for the three years ended December 31, 2001 is as follows:

					Weighted
		Number of			Average		Exercise Price
		Options			Exercise Price		Range
Outstanding at January 1, 1999			1,184,050		$	13.64
	Granted		323,000			14.28		$12.75 - $14.31
	Exercised		(14,000	)		8.05		5.69 - 10.75
	Forfeited		(43,500	)		15.94		12.75 - 18.06
Outstanding at December 31, 1999			1,449,550		$	13.76
Exercisable at December 31, 1999			784,500		$	12.14
Weighted average fair value of options granted during 1999					$	14.31
Outstanding at January 1, 2000			1,449,550		$	13.76
	Granted		502,250			6.76		$6.34 - $8.94
	Exercised		(26,000	)		7.75		7.25 - 8.56
	Forfeited		(401,750	)		13.86		9.00 - 18.06
Outstanding at December 31, 2000			1,524,050		$	11.53
Exercisable at December 31, 2000			772,358		$	12.69
Weighted average fair value of options granted during 2000					$	6.87
Outstanding at January 1, 2001			1,524,050		$	11.31
	Granted		462,300			3.54		$3.37 - $5.04
	Exercised		0			0.00		0.00 - 0.00
	Forfeited		(315,500	)		10.30		3.37 - 18.06
Outstanding at December 31, 2001			1,670,850			9.47		3.37 - 19.375
Exercisable at December 31, 2001			899,230		$	11.94
Weighted average fair value of options granted during 2001					$	1.51

F-29

INTERMET CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Exercise prices for options outstanding as of December 31, 2001 ranged principally from $1.94 to $9.69 and $11.63 to $19.38, with weighted-average remaining contractual lives of those options ranging from 4.5 to 9.1 and 4.7 to 6.5 years, respectively.

      We have an Employee Stock Ownership Plan and Trust (“ESOP”) for some of our United States employees who are not covered by collective bargaining agreements. The ESOP requires that we make contributions equal to 3% of the annual compensation of the ESOP participants. We may, at our discretion, make additional contributions within specified limits. Contributions to the ESOP of $554,000, $1,020,000, and $984,000 were expensed in 2001, 2000 and 1999, respectively.

      On October 6, 1995, our board of directors declared a dividend of one right for each share of INTERMET common stock held of record at the close of business on October 17, 1995, pursuant to a Shareholder Protection Rights Agreement dated October 6, 1995. The rights generally are not exercisable until 10 days after an announcement by us that a person, as defined (excluding, with certain limitations, certain holders of 10% or more of our common stock who do not acquire additional shares, any of our ESOPs or benefit plans, and INTERMET or any of its wholly-owned subsidiaries), has acquired 10% of our common stock or announces a tender offer that could result in the ownership of 10% or more of our common stock. Each right, should it become exercisable, will entitle the owner to buy 1/100th of a share of Participating Preferred Stock, a new series of our preferred stock, at an exercise price of $40. On October 16, 1997, we amended the rights agreement to provide that certain institutional investors who own in excess of 10%, but less than 15% of our common stock, are not “Acquiring Persons”, as defined by the rights agreement.

      In the event the rights become exercisable as a result of the acquisition of shares, each right will entitle the owner, other than the acquiring person, to buy at the rights’ then current exercise price a number of shares of common stock with a market value equal to twice the exercise price. In addition, unless the acquiring person owns more than 50% of the outstanding shares of common stock, the board of directors may elect to exchange all outstanding rights (other than those owned by such acquiring person or affiliates thereof) at an exchange ratio of one share of common stock per right. Unless we merge with another company under certain conditions or redeem or exchange the rights before October 6, 2005, the rights will expire on such date.

      In February 2001 our board approved a Restricted Share Unit Award Plan for certain key executives. Under this plan, eligible executives were entitled to surrender all or a portion of the bonuses they earned under our 2000 profit sharing plan in exchange for an award of Restricted Share Units. The number of shares awarded under this program will be matched one for one if the employee remains with the company for two years from the award date.

8.     Commitments and Contingencies

      Future minimum rental payments required under building and equipment operating leases that have initial or remaining non-cancelable lease terms in excess of one year at December 31, 2001 are as follows (in thousands of dollars):

2002	$	4,911
2003		3,605
2004		2,414
2005		2,027
2006		1,619
Thereafter		51
Totals	$	14,627

F-30

INTERMET CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Total rental expense under operating leases aggregated $6,046,000, $5,059,000 and $5,242,000 in 2001, 2000 and 1999, respectively.

      At December 31, 2001, we had commitments to purchase capital equipment of approximately $906,000 in the aggregate.

      43% of the domestic labor force is covered by collective bargaining agreements and of those covered by collective bargaining, none have contracts expiring within one year.

      Some of our subsidiaries have been named as potentially responsible parties liable for cleanup of known environmental conditions. For known environmental situations, INTERMET, with the assistance of environmental engineers and consultants, has recorded reserves to cover estimated undiscounted future environmental expenditures. Environmental reserves at December 31, 2001 and 2000 approximated $6,291,000 and $7,469,000, respectively. The environmental reserve at December 31, 2001 includes $410,000 related to the shutdown of Alexander City. The environmental reserve at December 31, 2000 included $1,200,000 related to the shutdown of Ironton. We also have corrective action plans and/or preventive environmental projects to ensure the safe and lawful operation of our facilities. There could exist, however, more extensive or unknown environmental situations at existing or previously owned businesses for which the future cost is not known or exceeds amounts accrued at December 31, 2001.

      In addition to these recurring and anticipated expenditures, the 1990 amendments to the Federal Clean Air Act, and regulations promulgated thereunder are expected to have a major impact on the compliance cost of many U.S. companies, including foundries of the type owned by INTERMET. Until Federal and state governments adopt final regulations implementing those amendments and until certain control measures under existing regulations are determined, it is not possible to estimate such costs.

      We are also engaged in various legal proceedings and other matters incidental to our normal business activities. We do not believe any of these above-mentioned proceedings or matters will have a material adverse effect on our consolidated financial position or results of operations or cash flows.

9.     Retirement Plans and Benefits

      We maintain four noncontributory defined benefit pension plans for certain U.S. employees covered by collective bargaining agreements. The benefits are based on years of service. Additionally, we maintain two non-contributory defined benefit pension plans for certain U.S. salaried and non-union hourly employees. The benefits are based on final average compensation. Our policy is to fund amounts as required under applicable laws and regulations. In addition to providing pension benefits, we provide health care and life insurance benefits to certain retired U.S. employees and their dependents. Certain salaried employees can become eligible for retiree health care benefits at age 55 depending on years of service. Certain hourly employees currently can become eligible for retiree health care benefits at age 60 depending on years of service. Retirees receive substantially the same health care benefits as active employees. The medical plans generally pay most medical expenses less deductible and co-pay amounts. Salaried and hourly employees also contribute to the cost of dependent coverage. Certain salaried employee coverage converts to a Medicare supplement at age 65, while most hourly employee coverage ceases at age 65.

F-31

INTERMET CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Years ended December 31,
	Pension Benefits						Other Benefits
	2001			2000			2001			2001
	(in thousands of dollars)
Change in benefit obligation:
Benefit obligation at beginning of year	$	73,546		$	65,950		$	35,545		$	35,218
Service cost		2,109			1,904			899			816
Interest cost		5,747			5,151			2,701			2,673
Amendments		667			4,888			181			38
Actuarial losses (gains)		2,495			(310	)		5,238			109
Benefits paid		(3,369	)		(4,037	)		(3,694	)		(3,309	)
Benefit obligation at end of year	$	81,195		$	73,546		$	40,870		$	35,545
Change in plan assets:
Fair value of plan assets at beginning of year	$	73,695		$	72,724
Actual return on plan assets		(5,371	)		4,173
Company contributions		1,695			835
Benefits paid		(3,369	)		(4,037	)
Fair value of plan assets at end of year	$	66,650		$	73,695
Funded status of the plan (under-funded)	$	(14,545	)	$	149		$	(40,870	)	$	(35,545	)
Unrecognized net actuarial loss (gain)		10,982			(3,820	)		(5,659	)		(12,272	)
Unrecognized transition obligation		15			67			—			—
Unrecognized prior service cost		6,604			6,655			126			(64	)
Prepaid (accrued) benefit cost	$	3,056		$	3,051		$	(46,403	)	$	(47,881	)

      In 2001, an amendment to increase the level of pension benefits earned caused an increase in the projected benefit obligation of $0.7 million and pension expense of $0.1 million. In 2000, an amendment to increase the level of pension benefits earned caused an increase in the projected benefit obligation of $4.9 million and pension expense of $1.1 million.

      At September 30 of each year, we determine the discount rate to be used to discount plan liabilities. The discount rate used in determining the actuarial present value of the projected benefit obligations was 7.5% in 2001 and 8.0% in 2000 and 1999. The expected long-term rate of return on assets used in determining net pension expense was 9.5% in 2001, 2000 and 1999. Plan assets consist of publicly traded stocks and bonds, cash equivalents and insurance contracts.

F-32

INTERMET CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The assumed health care cost trend rate used in measuring the accumulated post-retirement benefit obligation was 6.5% to 7.5% in 2001, declining by 0.25% per year to an ultimate rate of 5.0% for the applicable employee age groups. Certain subsidiaries providing a dental benefit assumed a 5.0% cost trend rate for dental in 2001.

		Years ended December 31,
		Pension Benefits									Other Benefits
		2001			2000			1999			2001			2000			1999
		(in thousands of dollars)
Components of net periodic cost:
	Service cost	$	2,109		$	1,904		$	1,434		$	899		$	816		$	749
	Interest cost		5,747			5,151			4,335			2,701			2,673			2,535
	Expected return on plan assets		(6,275	)		(6,465	)		(5,665	)		—			—			—
	Amortization of prior service cost and net transition obligation		107			(119	)		344			(13	)		(13	)		(13	)
	Recognized net actuarial gain		—			—			—			(992	)		(1,091	)		(980	)
Benefit cost		$	1,688		$	471		$	448		$	2,595		$	2,385		$	2,291

      The assumed health care cost trend rate has a significant effect on the amounts reported. A one-percentage-point change in the assumed health care cost trend rate would have the following effects:

	One Percentage		One Percentage
	Point Increase		Point Decrease
	(in thousands of dollars)
Effect on total service and interest cost components in 2001	$	252	$	(226	)
Effect on postretirement benefit obligation as of December 31, 2001	$	2,413	$	(2,161	)

      Amounts recognized for pension benefits in the consolidated balance sheets consist of:

	December 31,
	2001			2000
	(in thousands of
	dollars)
Prepaid benefit cost	$	4,315		$	4,177
Accrued benefit liability		(18,478	)		(1,981	)
Intangible asset		6,619			855
Accumulated other comprehensive income, pretax		10,600			—
Net amount recognized	$	3,056		$	3,051

      At December 31, 2001 all of our pension plans had accumulated benefit obligations in excess of plan assets (underfunded plans).

      We maintain several defined contribution plans for certain salaried employees and certain hourly employees covered by collective bargaining agreements. Contributions to these plans, which are principally based on hours worked by each employee, totaled $3,207,000, $2,097,000 and $1,308,000 in 2001, 2000 and 1999, respectively. All of the plans allow participants to make pretax contributions as a percentage of their compensation.

      We also maintain defined contribution plans for domestic salaried employees and non-union hourly employees. In certain plans we contribute a specified percentage of the annual compensation of participants.

F-33

INTERMET CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

All of the plans allow participants to make pretax contributions as a percentage of their compensation. Certain plans provide a matching contribution on employees’ pretax contribution to a specified limit. Certain plans provide for discretionary profit-sharing contributions. We accrued contributions to the plans of $2,065,000, $2,509,000 and $1,838,000 in 2001, 2000 and 1999, respectively.

10.     Income Taxes

      The provision for income taxes consists of the following (in thousands of dollars):

		Years ended December 31,
		2001			2000		1999
Current:
	Federal	$	(6,364	)	$	10,086	$	14,890
	State		1,506			3,233		3,716
	Foreign		3,644			8,413		(139	)
			(1,214	)		21,732		18,467
Deferred:
	Federal		(4,247	)		11,644		(7,406	)
	State		161			2,815		(922	)
	Foreign		—			—		1,937
			(4,086	)		14,459		(6,391	)
Totals		$	(5,300	)	$	36,191	$	12,076

      No federal income taxes were paid in 2001. We paid federal income taxes of approximately $15,000,000, and $14,949,000 in 2000 and 1999, respectively.

      The provision for income taxes differs from the amount computed using the statutory U.S. federal income tax rate for the following reasons (in thousands of dollars):

	Years ended December 31,
	2001			2000			1999
Provision for income taxes at U.S. statutory rate	$	(4,901	)	$	26,985		$	16,959
Income with no tax effect		—			(335	)		(118	)
Difference between U.S. and foreign tax rates		(1,658	)		(531	)		82
Utilization of NOL and credit carryforwards		—			—			(190	)
State income taxes, net of federal income tax benefits		979			2,641			2,810
Reduction in valuation allowance		—			—			(9,018	)
Goodwill amortization/write-off		1,613			8,573			766
Other		(1,333	)		(1,142	)		785
Totals	$	(5,300	)	$	36,191		$	12,076

F-34

INTERMET CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The tax effects of temporary differences and carryforwards that give rise to deferred income tax assets (liabilities) at December 31, 2001 and 2000 are as follows (in thousands of dollars):

	2001			2000
Compensation and benefit items, primarily related to FAS No 106.	$	26,102		$	21,361
Operating loss, capital loss, foreign tax credit and AMT credit carryforwards		9,030			4,062
Impairment and shutdown costs		5,204			1,280
Deductible goodwill		2,188			1,320
Other temporary differences		27,735			23,559
Gross deferred tax assets		70,259			51,582
Depreciation and related items		(47,588	)		(32,165	)
Other temporary differences		(3,361	)		(4,193	)
Gross deferred tax liabilities		(50,949	)		(36,358	)
Net deferred tax asset		19,310			15,224
Valuation allowance		(50	)		(50	)
Net deferred income taxes	$	19,260		$	15,174

      During 2001, INTERMET generated a foreign tax credit of $7,500,000; $2,000,000 of which was used in the current year. We do not believe a valuation allowance is required since we project both sufficient foreign source income and sufficient U.S. tax liabilities to fully utilize this credit before its expiration date in 2006. We expect to fully realize the remaining net deferred tax asset of $13.8 million based on estimates of future taxable income.

      During 2000, we reduced the deferred tax assets and the corresponding valuation allowance by $3,678,000. Of this amount, $1,975,000 related to net operating loss carryforwards of the Ironton Iron facility. As this operation has been shutdown, there is no possibility these losses will ever be utilized. Consequently, we have reversed the deferred tax asset and related valuation allowance. In addition, $1,703,000 relates to foreign tax credit carryforwards, which expired in 2000. Tax loss carryforwards with a value of $3,562,000 expire in various amounts between 2002 and 2010.

      During 1999, we reversed a valuation allowance of $4,518,000, due to a change in German tax law in 1999, which allowed us to utilize 100% of the net operating loss (NOL) for Ueckermunde. In addition, we reduced the valuation allowance approximately $4,500,000 as a result of a recapitalization of our international operations. This recapitalization will allow us to utilize foreign tax credits that would have otherwise expired.

      These income tax amounts are included in the consolidated balance sheets as follows (in thousands of dollars):

	December 31,
	2001			2000
Current assets	$	29,461		$	13,999
Other non-current assets (liabilities)		(10,201	)		1,175
Totals	$	19,260		$	15,174

F-35

INTERMET CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

11.     Geographic Area and Major Customer Information

      The following is a breakout of sales, operating profit, net income and assets based on geographic locals as of and for years ended December 31, 2001, 2000 and 1999. We operate in North America and have other international operations, mainly German.

		As of and for the years ended December 31,
		2001			2000		1999
		(in thousands of dollars)
Net sales:
	North America	$	753,187		$	943,371	$	846,876
	Other international		89,986			95,473		109,956
Operating profit:
	North America	$	1,641		$	72,409	$	41,708
	Other international		10,950			16,283		20,453
Income before income taxes:
	North America	$	(28,352	)	$	50,892	$	29,263
	Other international		14,349			26,207		19,190
Assets:
	North America	$	767,697		$	841,016	$	888,720
	Other international		75,636			77,780		68,572

      Net sales to customers exceeding 10% of consolidated net sales in 2001, 2000 or 1999, and other major customers, were as follows (as a percentage of consolidated net sales):

	2001			2000			1999
Customer:
DaimlerChrysler		21	%		18	%		17	%
Ford		11	%		11	%		16	%
Delphi		9	%		8	%		7	%
General Motors		6	%		6	%		2	%
Visteon		6	%		7	%		—
PBR		4	%		3	%		3	%

      For 1999, Ford sales include sales to Ford Motor Company (8.1%) and Visteon Automotive Systems (8.1%).

F-36

INTERMET CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

12.     Earnings Per Share

      Earnings per share are computed as follows:

			Years ended December 31,
			2001			2000		1999
			(in thousands, except per
			share data)
Numerator:
	Net income (loss)		$	(8,703	)	$	40,908	$	36,377
Denominator:
	Denominator for basic earnings per share — weighted average shares			25,264			25,362		25,480
	Effect of dilutive securities:
		Employee stock options and unearned restricted stock		—			76		91
	Denominator for diluted earnings per share — adjusted weighted average shares and assumed conversions			25,264			25,438		25,571
Net income (loss) per share			$	(0.34	)	$	1.61	$	1.43
Net income (loss) per share — assuming dilution			$	(0.34	)	$	1.61	$	1.42

      Dilutive earnings per share reflects the assumed exercise of stock options and unearned restricted stock.

13.     Quarterly Data and Share Information (Unaudited)

      The following is a summary of the quarterly results of operations for the years ended December 31, 2001 and 2000. The data provided below for 2001 varies from amounts previously reported on Form 10-Q. We have reconciled the amounts given with those previously reported and described the reason for the differences.

		Previously				Previously				Previously
		Reported		Restated		Reported		Restated		Reported			Restated
		Mar. 31		Mar. 31		Jun. 30		Jun. 30		Sept. 30			Sept. 30			Dec. 31
2001
Net sales(1)		$	223,925	$	223,732	$	228,190	$	227,997	$	197,871		$	197,264		$	194,180
Gross profit(2)			18,693		17,345		24,328		21,806		13,896			12,050			10,322
Net income (loss)(3)(4)			339		800		3,821		2,865		(2,704	)		(3,405	)		(8,963	)
Net income (loss) per common share
	— Basic		0.01		0.03		0.15		0.11		(0.11	)		(0.13	)		(0.35	)
	— Diluted		0.01		0.03		0.15		0.11		(0.11	)		(0.13	)		(0.35	)
Share prices (Nasdaq):
	High		4.625				5.810				5.900						4.010
	Low		2.500				3.000				2.800						2.510

F-37

INTERMET CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

		Previously			Previously			Previously
		Reported		Restated	Reported		Restated	Reported		Restated
		Mar. 31		Mar. 31	Jun. 30		Jun. 30	Sept. 30		Sept. 30	Dec. 31
2000(5)
Net sales		$	302,245		$	281,855		$	239,585		$	215,159
Gross profit			44,269			41,290			28,169			11,854
Net income			9,496			11,870			8,022			11,520
Net income per common share
	— Basic		0.37			0.47			0.32			0.45
	— Diluted		0.37			0.47			0.32			0.45
Share prices (Nasdaq):
	High		14.500			9.844			10.188			7.875
	Low		8.250			4.563			5.000			3.000

(1)	Adjusts sales for an overbilling of one customer during 2001 based on miscommunication on selling price.
(2)	During 2001, depreciation was not commenced with the start of the assets being placed into production for certain capital additions and therefore, pre-tax earnings has been restated by $175,000, $462,000 and $194,000 for first, second and third quarter, respectively. Inventories were over valued by $1,184,000, $2,076,000, and $1,249,000 in the previously stated first, second, and third quarters, respectively, and have been reduced to market in a lower of cost or market calculation. Operating expenses were recognized prematurely by $204,000, $209,000, and $204,000 for the previously reported first, second, and third quarters, respectively.
(3)	Selling, general, and administrative expenses were prematurely recognized by $73,000, $660,000, and $465,000 in the previously reported first, second, and third quarters, respectively. Interest expense was overstated by the capitalized amounts of $488,000, $269,000, and $213,000 in the previously reported first, second, and third quarters, respectively. A favorable adjustment in other (income) expenses of $1,555,000 for the final German insurance claim settlement was not recorded in the first quarter previously reported.
(4)	During the fourth quarter of 2001, we recorded asset impairment and shutdown costs for the closure of Alexander City totaling $12.9 million before taxes. Without this item, pro forma results for the fourth quarter of 2001 would have been as follows:

Net loss (in thousands)	$	(565	)
Net loss per common share	$	(0.02	)
Net loss per common share — assuming dilution	$	(0.02	)

(5)  During 2000 we had various events that impacted our quarterly net income. During the first quarter, we had losses at our Ironton foundry, which resulted from the fulfillment of certain customer needs. Further, during the third and fourth quarters, we had gains from insurance and the sale of a subsidiary and also during the fourth quarter we took a charge for a workforce reduction and the writedown of non-core assets. Without this impact, the results of our pro-forma quarterly net income would have been as follows:

	First		Second		Third		Fourth
	Quarter		Quarter		Quarter		Quarter
Net income (loss)	$	13,235	$	11,870	$	5,261	$	(2,428	)
Net income (loss) per common share — Basic		0.52		0.47		0.21		(0.10	)
Net income (loss) per common share — Assuming Dilution		0.52		0.47		0.21		(0.10	)

F-38

INTERMET CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Pro forma fourth quarter net income was impacted by the severe slowdown in the auto industry as well as under performance of certain foundries.

      Third and fourth quarter sales are usually lower than the first and second quarter sales due to plant closings by automotive manufacturers for vacations and model changeovers. The above share price information represents inter-dealer transactions in The Nasdaq National Market without retail markup, markdown or commission.

14.     Derivative Financial Information

      We adopted FAS 133 on January 1, 2001. The impact of this adoption on our financial position as of January 1, 2001 was immaterial.

      Under our risk management policy, the use of derivatives for managing risk is confined to hedging the exposure related to variable rate funding activities. Specifically, we review our liability structure on a recurring basis and make the determination as to whether the risk of rising interest rates should be adjusted using derivative instruments. In addition, the policy allows the use of derivatives for hedging foreign currency exposure and hedging purchase commitments as it relates to raw materials used in our production processes.

      On October 24, 2000, we entered into an interest rate swap agreement through Scotia Capital, Inc., a broker-dealer subsidiary of the bank of Nova Scotia. The agreement terminates on October 24, 2003. Interest rate swaps are contractual agreements between parties to exchange fixed and floating interest rate payments periodically, over the life of the agreements, without the exchange of underlying principal amounts. This swap is used to partially hedge an underlying debt obligation and is marked to market.

      The notional principal amount of this contract is $50,000,000. INTERMET pays quarterly at a fixed interest rate of 6.468% with Scotia Capital, Inc. paying at the three-month LIBOR rate. The LIBOR rate for the most recent calculation period (October 24, 2001 through January 24, 2002) is 2.3525%. We do not expect to terminate the swap prior to maturity. The fair value of the swap is approximately $2,858,000 and has been recorded as a liability on the balance sheet.

      We have designated this swap transaction as a cash flow hedge. The effectiveness of this hedge transaction is being assessed using the short cut method as it meets the criteria outlined in FAS 133. The above hedge is considered to be perfectly effective; therefore, the entire change in the fair value of the derivative has been recorded in other comprehensive income, and no hedge ineffectiveness is recorded in earnings.

15.     Insurance Claims

     Neunkirchen foundry

      On May 20, 2000, INTERMET’s Neunkirchen foundry suffered a fire that caused extensive damage. There were no injuries resulting from the accident but the foundry was shut down for a period of approximately two weeks. As of December 31, 2000, the plant was fully operational with a few minor repairs remaining. Local fire and law enforcement officials completed their investigation of the incident. The cause of the fire was deemed accidental. The assets lost and the resulting business interruption are covered under the insurance policies INTERMET had in place for our Columbus Neunkirchen facility. As of December 31, 2000, we had reached final settlement with our insurance company for the expenses and lost profit related to this incident.

     New River foundry

      On March 5, 2000 our New River foundry suffered an explosion that shut down operations at the facility until November of 2000. Based on our investigation, our conclusion is that the incident was accidental.

F-39

INTERMET CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

However, on September 5, 2000 the Virginia Department of Labor and Industry issued citations of alleged violations for applicable health and safety requirements and assessed fines in the total amount of $0.8 million, which are included in “Other, net” in the accompanying statements of operations. The rebuilding of our New River facility is complete. Both lines are operational and New River’s capacity is approximately the same as pre-accident levels. As of December 31, 2001 we have reached final settlement with our insurance carriers related to the New River accident.

      The resulting business interruption and loss of fixed assets was covered under INTERMET’s insurance policies for the period. At December 31, 2000 approximately $10.4 million was recorded as deferred revenues and $16.0 million as accounts receivable. As of December 31, 2001 we have received final settlements totaling $133.8 million with our insurance carriers, $30.6 million in 2001 and $103.2 million in 2000.

      The settlement for the above two claims has been recorded as follows:

•  For the year ended December 31, 2001, we recorded insurance recovery of approximately $13.4 million related to business interruption for a total over the two years of $41.7 million for the claims made in 2000 mentioned above. Business interruption recovery monies offset cost of sales.

•  We incurred accident-related expenses in total of $53.4 million, which were offset by insurance recovery within cost of sales, $7.8 million in 2001 and $45.6 million in 2000.

•  In total, we recorded approximately $37.6 million for the replacement of property, plant and equipment. Of this amount, $3.2 million and $26.5 million have been recorded as gains in “Other, net” in the accompanying statements of operations in 2001 and 2000, respectively.

•  At December 31, 2001, approximately $0.2 million remains as deferred revenue and $0.9 million as accrued costs. No monies were still receivable.

16. Supplemental Condensed Consolidating Financial Information

      The Company expects to issue $175.0 million of senior notes, which will mature in 2009. The senior notes will be guaranteed by each of our domestic wholly-owned subsidiaries other than Intermet International, Inc., Intermet Holding Company, Transnational Indemnity Company, and Western Capital Corporation (“Combined Guarantor Subsidiaries”). The guarantees will be unconditional and joint and several. The senior notes will be effectively subordinated to any secured debt of the Company.

      Presented below are summarized condensed consolidating financial information for the Parent, the Combined Guarantor Subsidiaries, the Combined Non-Guarantor Subsidiaries and the Company on a

F-40

INTERMET CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

consolidated basis as of December 31, 2001 and 2000, and for the three years ended December 31, 2001, 2000 and 1999.

		Year ended December 31, 2001
					Combined			Combined
					Guarantor			Non-Guarantor
		Parent			Subsidiaries			Subsidiaries		Eliminations			Consolidated
		(in thousands)
INCOME STATEMENT DATA
Net sales		$	—		$	770,408		$	89,986	$	(17,221	)	$	843,173
Cost of sales			292			722,969			74,585		(16,196	)		781,650
Gross profit			(292	)		47,439			15,401		(1,025	)		61,523
Selling, general and administrative			2,887			26,403			6,026		189			35,505
Other operating (income) expenses			756			12,793			67		(189	)		13,427
Operating (loss) profit			(3,935	)		8,243			9,308		(1,025	)		12,591
Other income and expenses:
	Interest (expense) income, net		(17,588	)		(13,638	)		201		—			(31,025	)
	Other, net		30			(87	)		4,488		—			4,431
Income (loss) before income taxes			(21,493	)		(5,482	)		13,997		(1,025	)		(14,003	)
Income tax (benefit) expense			(7,198	)		(1,067	)		3,223		(258	)		(5,300	)
Net (loss) income		$	(14,295	)	$	(4,415	)	$	10,774	$	(767	)	$	(8,703	)

		Year ended December 31, 2000
					Combined			Combined
					Guarantor			Non-Guarantor
		Parent			Subsidiaries			Subsidiaries			Eliminations			Consolidated
		(in thousands)
INCOME STATEMENT DATA
Net sales		$	—		$	923,993		$	146,096		$	(31,245	)	$	1,038,844
Cost of sales			891			831,636			114,893			(34,158	)		913,262
Gross profit			(891	)		92,357			31,203			2,913			125,582
Selling, general and administrative			8,274			27,578			6,589			2,458			44,899
Other operating (income) expenses			(22,301	)		19,400			(2,650	)		(2,458	)		(8,009	)
Operating (loss) profit			13,136			45,379			27,264			2,913			88,692
Other income and expenses:
	Interest (expense) income, net		(24,301	)		(14,436	)		(524	)		—			(39,261	)
	Other, net		102			24,002			3,964			(400	)		27,668
Income (loss) before income taxes			(11,063	)		54,945			30,704			2,513			77,099
Income tax (benefit) expense			(6,968	)		31,816			10,159			1,184			36,191
Net (loss) income		$	(4,095	)	$	23,129		$	20,545		$	1,329		$	40,908

F-41

INTERMET CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

		Year ended December 31, 1999
					Combined			Combined
					Guarantor			Non-Guarantor
		Parent			Subsidiaries			Subsidiaries			Eliminations			Consolidated
		(in thousands)
INCOME STATEMENT DATA
Net sales		$	—		$	816,769		$	169,882		$	(29,819	)	$	956,832
Cost of sales			1,153			729,905			132,898			(29,411	)		834,545
Gross profit			(1,153	)		86,864			36,984			(408	)		122,287
Selling, general and administrative			4,563			23,307			11,011			2,746			41,627
Other operating (income) expenses			(568	)		20,935			878			(2,746	)		18,499
Operating (loss) profit			(5,148	)		42,622			25,095			(408	)		62,161
Other income and expenses:
	Interest (expense) income, net		(2,429	)		(11,123	)		(1,353	)		—			(14,905	)
	Other, net		1,540			(249	)		(94	)		—			1,197
Income (loss) before income taxes			(6,037	)		31,250			23,648			(408	)		48,453
Income tax (benefit) expense			(3,648	)		14,286			1,451			(13	)		12,076
Net (loss) income		$	(2,389	)	$	16,964		$	22,197		$	(395	)	$	36,377

F-42

INTERMET CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

			December 31, 2001
					Combined			Combined
					Guarantor			Non-Guarantor
			Parent		Subsidiaries			Subsidiaries			Eliminations			Consolidated
			(in thousands)
BALANCE SHEET DATA
ASSETS
Current assets:
	Cash and cash equivalents		$	2,328	$	466		$	11,072		$	—		$	13,866
	Accounts receivable, net			820		90,487			20,733			—			112,040
	Inventories, net			—		64,758			7,158			(59	)		71,857
	Other current assets			30,578		2,414			639			1			33,632
		Total current assets		33,726		158,125			39,602			(58	)		231,395
Property, plant and equipment, net				3,971		335,448			30,757			580			370,756
Other assets:
	Goodwill			—		217,016			—			—			217,016
	Other noncurrent assets			12,224		5,053			6,889			—			24,166
	Intercompany, net			44,352		(26,627	)		(20,770	)		3,045			—
	Investments in subsidiaries			575,249		—			—			(575,249	)		—
Total assets			$	669,522	$	689,015		$	56,478		$	(571,682	)	$	843,333
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
	Accounts payable		$	1,621	$	73,796		$	6,498		$	(671	)	$	81,244
	Accrued expenses and other			22,859		27,248			12,414			487			63,008
	Long-term debt due within one year			171,750		1,084			518			—			173,352
		Total current liabilities		196,230		102,128			19,430			(184	)		317,604
Long-term debt				148,000		39,097			2,973			—			190,070
Retirement benefits				54,824		5,759			—			—			60,583
Other non-current liabilities				17,188		7,160			(3,299	)		747			21,796
		Total long-term liabilities		220,012		52,016			(326	)		747			272,449
Shareholders’ equity				253,280		534,871			37,374			(572,245	)		253,280
Total liabilities and shareholders’ equity			$	669,522	$	689,015		$	56,478		$	(571,682	)	$	843,333

F-43

INTERMET CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

			December 31, 2000
						Combined			Combined
						Guarantor			Non-Guarantor
			Parent			Subsidiaries			Subsidiaries			Eliminations			Consolidated
			(in thousands)
BALANCE SHEET DATA
ASSETS
Current assets:
	Cash and cash equivalents		$	11,421		$	1,100		$	7,216		$	—		$	19,737
	Accounts receivable, net			(14,714	)		112,741			34,650			2,204			134,881
	Inventories, net			—			87,027			6,902			(59	)		93,870
	Other current assets			17,354			13,921			684			1			31,960
		Total current assets		14,061			214,789			49,452			2,146			280,448
Property, plant and equipment, net				4,621			367,035			24,294			1,684			397,634
Other assets:
	Goodwill			—			224,873			—			—			224,873
	Other noncurrent assets			2,605			7,525			5,711			—			15,841
	Intercompany, net			100,393			(89,941	)		(11,816	)		1,364			—
	Investments in subsidiaries			573,935			—			—			(573,935	)		—
Total assets			$	695,615		$	724,281		$	67,641		$	(568,741	)	$	918,796
LIABILITIES AND
	SHAREHOLDERS’ EQUITY
Current liabilities:
	Accounts payable		$	3,398		$	88,263		$	12,285		$	(445	)	$	103,501
	Accrued expenses and other			18,498			38,153			24,777			1,127			82,555
	Long-term debt due within one year			215,000			1,128			351			—			216,479
		Total current liabilities		236,896			127,544			37,413			682			402,535
Long-term debt				139,000			40,177			3,510			—			182,687
Retirement benefits				39,086			6,599			—			—			45,685
Other non-current liabilities				1,223			10,675			(4,160	)		741			8,479
		Total long-term liabilities		179,309			57,451			(650	)		741			236,851
Shareholders’ equity				279,410			539,286			30,878			(570,164	)		279,410
Total liabilities and shareholders’ equity			$	695,615		$	724,281		$	67,641		$	(568,741	)	$	918,796

F-44

INTERMET CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Year ended December 31, 2001
				Combined			Combined
				Guarantor			Non-Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations		Consolidated
	(in thousands)
CASH FLOW DATA
Net cash provided by operating activities	$	29,320		$	28,159		$	14,115				$	71,594
Investing activities:
Additions to property, plant and equipment		(456	)		(27,644	)		(8,268	)		—		(36,368	)
Additions to property, plant and equipment from insurance		—			—			(3,389	)		—		(3,389	)
Proceeds from insurance for replacement of property, plant and equipment		—			—			3,389			—		3,389
Cash used in investing activities		(456	)		(27,644	)		(8,268	)		—		(36,368	)
Financing activities:
Net change in revolving credit facility		9,000			—			—			—		9,000
Payment on term loan		(43,250	)		—			—			—		(43,250	)
Change in other debt		(175	)		(1,149	)		(170	)		—		(1,494	)
Purchase of common stock		(349	)		—			—			—		(349	)
Dividends paid		(3,183	)		—			—			—		(3,183	)
Cash used in financing activities		(37,957	)		(1,149	)		(170	)		—		(39,276	)
Effect of exchange rate on cash and cash equivalents		—			—			(1,821	)		—		(1,821	)
Net increase (decrease) in cash and cash equivalents	$	(9,093	)	$	(634	)	$	3,856				$	(5,871	)

F-45

INTERMET CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Year ended December 31, 2000
				Combined			Combined
				Guarantor			Non-Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations		Consolidated
	(in thousands)
CASH FLOW DATA
Net cash provided by operating activities	$	8,645		$	53,163		$	7,547				$	69,355
Investing activities:
Additions to property, plant and equipment		(2,946	)		(49,353	)		(5,448	)		—		(57,747	)
Additions to property, plant and equipment from insurance		—			(28,220	)		(6,194	)		—		(34,414	)
Proceeds from insurance for replacement of property, plant and equipment		—			28,220			6,194			—		34,414
Proceeds from sale of assets		10,309			—			—			—		10,309
Proceeds from sale of subsidiary		53,903			—			—			—		53,903
Other, net		—			(1,628	)		—			—		(1,628	)
Cash provided by (used in) investing activities		61,266			(50,981	)		(5,448	)		—		4,837
Financing activities:
Net change in revolving credit facility		(54,500	)		—			—			—		(54,500	)
Change in other debt		—			(1,493	)		186			—		(1,307	)
Issuance of common stock		452			—			—			—		452
Dividends paid		(4,061	)		—			—			—		(4,061	)
Other		(140	)		—			—			—		(140	)
Cash provided by (used in) financing activities		(58,249	)		(1,493	)		186			—		(59,556	)
Effect of exchange rate on cash and cash equivalents		—			—			1,685			—		1,685
Net increase in cash and cash equivalents	$	11,662		$	689		$	3,970				$	16,321

F-46

INTERMET CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Year ended December 31, 1999
				Combined			Combined
				Guarantor			Non-Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations		Consolidated
	(in thousands)
CASH FLOW DATA
Net cash provided by operating activities	$	28,413		$	38,423		$	3,423		$	—	$	70,259
Investing activities:
Additions to property, plant and equipment		(1,328	)		(71,564	)		(5,851	)		—		(78,743	)
Purchase of businesses, net of cash acquired		(274,338	)		—			—			—		(274,338	)
Investment in joint venture		—			—			(4,500	)		—		(4,500	)
Proceeds from sale of assets		—			1,032			—			—		1,032
Other, net		(418	)		—			—			—		(418	)
Cash used in investing activities		(276,084	)		(70,532	)		(10,351	)		—		(356,967	)
Financing activities:
Net change in revolving credit facility		193,500			—			—			—		193,500
Proceeds from term loan		200,000			—			—			—		200,000
Repayment on revolving credit facility		(130,000	)										(130,000	)
Change in other debt		—			31,717			(375	)		—		31,342
Payment on notes payable		(5,000	)		—			—			—		(5,000	)
Acquisition of treasury stock		(6,833	)		—			—			—		(6,833	)
Issuance of common stock		114			—			—			—		114
Dividends paid		(4,076	)		—			—			—		(4,076	)
Other		849			—			—			—		849
Cash provided by (used in) financing activities		248,554			31,717			(375	)		—		279,896
Effect of exchange rate on cash and cash equivalents		—			—			4,380			—		4,380
Net increase (decrease) in cash and cash equivalents	$	883		$	(392	)	$	(2,923	)	$	—	$	(2,432	)

F-47

$175,000,000

OFFER TO EXCHANGE

9 3/4% SENIOR NOTES DUE 2009

THAT HAVE BEEN REGISTERED

UNDER THE SECURITIES ACT OF 1933

FOR OUTSTANDING

9 3/4% SENIOR NOTES DUE 2009

PROSPECTUS

INTERMET CORPORATION

                    , 2002

PART II

Item 20.     Indemnification of Directors and Officers

      INTERMET Corporation (the “Registrant”) is a Georgia corporation. The Registrant’s Amended and Restated Articles of Incorporation provide that, subject to Georgia law, a director shall not be personally liable to the corporation or its shareholders or any other person for breach of any duty as a director, whether as a fiduciary or otherwise. Georgia law permits the Articles of Incorporation to include a provision eliminating the liability of a director for monetary damages for breach of duty of care or any other duty owed to the corporation as a director, except for liability: (a) for any appropriation, in violation of his duties, of any business opportunity of the corporation, (b) for acts or omissions which involve intentional misconduct or a knowing violation of law, (c) for unlawful corporate distributions or (d) for any transaction from which the director received an improper benefit.

      Article VII of the Bylaws of the Registrant authorize indemnification of the Registrant’s officers and directors for any liability and expense incurred by them in connection with or resulting from any threatened, pending or completed legal action or other proceeding or investigation by reason of his being or having been an officer or director. An officer or director may only be indemnified if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Registrant, and, with respect to a criminal matter, he did not have reasonable cause to believe that his conduct was unlawful. No officer or director who has been adjudged liable for negligence or misconduct in the performance of his corporate duties is entitled to indemnification, unless and except to the extent that the court reaching such a determination of liability, in view of all the relevant circumstances, shall also determine that despite such liability such person is fairly and reasonably entitled to indemnification.

      Any officer or director who has been wholly successful on the merits or otherwise in an action or proceeding in his official capacity is entitled to indemnification by the Registrant as of right. All other determinations in respect of indemnification shall be made by any of the following: (a) if there are two or more disinterested directors a majority vote of a quorum of disinterested directors; (b) special legal counsel selected in accordance with Georgia law; or (c) the shareholders, but shares owned by or voted under the control of a director who at the time does not qualify as a disinterested director may not be voted on the determination.

      In the event any payments are made to an officer or director by way of indemnity, other than by court order, action of the shareholders or by an insurance carrier, the Registrant must notify the shareholders of the Registrant of such payment and all relevant details not later than the next annual meeting of shareholders unless such meeting is within 3 months from the date of such payment and in no event later than 15 months after the date of such payment. The provisions of the Registrant’s Bylaws on indemnification are consistent in all material respects with the laws of the State of Georgia, which authorize indemnification of corporate officers and directors. The Registrant’s directors and officers are insured against losses arising from any claim against them as such for wrongful acts or omissions, subject to certain limitations.

Item 21.     Exhibits and Financial Statement Schedules

      (a) Exhibits: The following exhibits are filed herewith or incorporated herein by reference:

Exhibit No.			Document
	3	.1	Amended and Restated Articles of Incorporation of INTERMET (included as Exhibit 4.1 to INTERMET Form S-3 Registration Statement filed June 3, 1992 and incorporated herein by reference).
	3	.2	By-laws of INTERMET, as amended through February 7, 2002 (included as Exhibit 3.2 to INTERMET Form 10-K for the year ended December 31, 2001 and incorporated herein by reference).

II-1

Exhibit No.			Document
	3	.3	Amendment to the by-laws of INTERMET, adopted by resolution of the board of directors of INTERMET on February 7, 2002 (included as Exhibit 3.3 to INTERMET Form 10-K for the year ended December 31, 2001 and incorporated herein by reference).
	4	.1	Indenture dated as of June 13, 2002 among INTERMET Corporation, U.S. Bank National Association and the guarantors named therein.
	4	.2	Forms of 9 3/4% Senior Notes due 2009 (included as Exhibits A and B to the Indenture filed herewith as Exhibit 4.1)
	4	.3	Registration Rights Agreement dated as of June 13, 2002 among INTERMET Corporation and the Guarantors named therein, and Deutsche Bank Securities Inc., Banc of America Securities LLC, Scotia Capital (USA) Inc., SunTrust Capital Markets, Inc., Banc One Capital Markets, Inc., Comerica Securities, Inc., and ABN AMRO Incorporated.
	4	.4	Shareholder Protection Rights Agreement dated as of October 6, 1995 between INTERMET and Trust Company Bank, as Rights Agent (included as Exhibit 4 to INTERMET Form 8-K filed October 11 1995 and incorporated herein by reference).
	4	.5	Amendment No. 1 dated October 16, 1997 to the Shareholder Protection Rights Agreement dated October 6, 1995 between INTERMET and Trust Company Bank, as Rights Agent (included as Exhibit 4 to INTERMET Form 8-A12G/ A filed October 20, 1997 and incorporated herein by reference).
	5	.1	Opinion of Foley & Lardner.
	10	.1	INTERMET Corporation Key Individual Stock Option Plan adopted April 25, 1984 (included as Exhibit 10.1 to INTERMET registration statement on Form S-14, File No. 2-90815, and incorporated herein by reference).
	10	.2	Amendment No. 1 dated as of August 4, 1988 to the INTERMET Corporation Key Individual Stock Option Plan (included as Exhibit 10.2 to INTERMET Form 10-K for the year ended December 31, 1988 and incorporated herein by reference).
	10	.3	Amendment No. 2 dated October 27, 1988 to the INTERMET Corporation Key Individual Stock Option Plan (included as Exhibit 10.3 to INTERMET Form 10-K for year ended December 31, 1988, and incorporated herein by reference).
	10	.4	INTERMET Corporation Executive Stock Option and Incentive Award Plan (included as Exhibit 4 to INTERMET Form S-8 filed , File No. 33-59011, previously filed with the Commission and incorporated by reference into this filing).
	10	.5	INTERMET Corporation Restricted Share Unit Award Plan effective February 1, 2001 (included as Exhibit 10.2(a) to INTERMET Form 10-K for the year ended December 31, 2000 and incorporated herein by reference).
	10	.6	INTERMET Corporation 2000 Executive Stock Option and Incentive Award Plan effective April 13, 2000. (included as Exhibit 4 to INTERMET’s Form S-8, File No. 33-41208, previously filed with the Commission and incorporated by reference into this filing).
	10	.7	INTERMET Corporation Deferred Compensation Plan effective December 1, 1999 (included as Exhibit 10.3 to INTERMET Form 10-K for the year ended December 31, 2000 and incorporated herein by reference).
	10	.8	Form of employment agreement by and between INTERMET and certain of the executive officers of INTERMET, other than John Doddridge (included as Exhibit 10.4 to INTERMET Form 10-K for the year ended December 31, 2001 and incorporated herein by reference).
	10	.9	Employment Agreement dated October 26, 1995 by and between INTERMET and John Doddridge (included as Exhibit 10.22 to INTERMET Form 10-K for the year ended December 31, 1995 and incorporated herein by reference).
	10	.10	INTERMET Corporation Salaried Employees Severance Plan effective as of October 1, 1993 (included as Exhibit 10.16(a) to INTERMET Form 10-K for the year ended December 31, 1993, and incorporated herein by reference).

II-2

Exhibit No.			Document
	10	.11	Amendment No. 1 dated December 20, 1993 to the INTERMET Corporation Salaried Employees Severance Plan (included as Exhibit 10.16(b) to INTERMET Form 10-K for the year ended December 31, 1993 and incorporated herein by reference).
	10	.12	INTERMET Salary Continuation Plan (included as Exhibit 10.18 to INTERMET Form 10-K for the year ended December 31, 1992 and incorporated herein by reference).
	10	.13	Form of INTERMET Corporation Director’s Stock Option Agreement (included as Exhibit 10.4 to INTERMET Form 10-K for the year ended December 31, 1988 and incorporated herein by reference).
	10	.14	INTERMET Corporation Director’s Stock Option Plan (included as Exhibit 10.6 to INTERMET Form 10-K for the year ended December 31, 1990 and incorporated herein by reference).
	10	.15	INTERMET Corporation 1997 Director’s Stock Option Plan (included as Exhibit A to INTERMET DEF 14/ A filed March 4, 1997 and incorporated herein by reference).
	10	.16	1997 Directors’ Deferred Compensation Plan (included as Exhibit 10.25 to INTERMET Form 10-K for the year ended December 31, 1996 and incorporated herein by reference).
	10	.17	$300,000,000 Conformed Five-Year Credit Agreement, dated November 5, 1999, as amended through the Fourth Amendment dated as of July 17, 2001, by and among INTERMET, The Bank of Nova Scotia as lender, administrative agent and collateral agent, and the various lenders named therein, including contents of omitted schedules and exhibits (included as Exhibit 4.14(a) to INTERMET Form 10-Q filed August 14, 2001 and incorporated herein by reference).
	10	.18	Fifth Amendment to and Waiver Under Five-Year Credit Agreement
	12	.1	Statement regarding Computation of Ratios.
	21	.1	Subsidiaries of the Registrant.
	23	.1	Consent of Foley & Lardner (Included in Exhibit 5).
	23	.2	Consent of Ernst & Young, LLP.
	24	.1	Power of Attorney (included on signature page hereto).
	25	.1	Statement on Form T-1 of Eligibility of Trustee.
	99	.1	Form of Letter of Transmittal.
	99	.2	Form of Notice of Guaranteed Delivery.
	99	.3	Form of Letter to Clients.
	99	.4	Form of Letter to Nominees.

Item 22.     Undertakings

      Insofar as indemnifications for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described under Item 20 above, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the option of their counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

      The undersigned Registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of this Registration Statement through the date of responding to the request.

II-3

      The undersigned Registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in this Registration Statement when it became effective.

      The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-4

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Troy, State of Michigan, on July 25, 2002.

INTERMET CORPORATION

By:  /s/ JOHN DODDRIDGE

John Doddridge

Chairman of the Board and

Chief Executive Officer

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John Doddridge, Doretha J. Christoph, Alan J. Miller and Mary Jo Karjala his or her true and lawful attorneys-in-fact and agents, each acting alone, with full powers of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with exhibits thereto, and other documents in connection therewith, including any subsequent registration statement filed by the Registrant pursuant to Rule 462(b) under the Securities Act of 1933, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement or amendment thereto has been signed below by the following persons in the capacities and on the dates indicated:

/s/ JOHN DODDRIDGE John Doddridge	Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)	July 25, 2002
/s/ JOHN P. CRECINE John P. Crecine	Director	July 23, 2002
/s/ JULIA D. DARLOW Julia D. Darlow	Director	July 25, 2002
/s/ NORMAN F. EHLERS Norman F. Ehlers	Director	July 19, 2002
/s/ JOHN R. HORNE John R. Horne	Director	July 19, 2002
/s/ THOMAS H. JEFFS II Thomas H. Jeffs II	Director	July 22, 2002

II-5

Harold C. McKenzie, Jr.	Director	July   , 2002
Richard J. Peters	Director	July   , 2002
John H. Reed	Director	July   , 2002
/s/ PAMELA E. RODGERS Pamela E. Rodgers	Director	July 19, 2002
/s/ DORETHA CHRISTOPH Doretha Christoph	Vice President Finance and Chief Financial Officer (Principal Financial Officer)	July 26, 2002
/s/ GREGORY B. WAHOWIAK Gregory B. Wahowiak	Controller (Principal Accounting Officer)	July 25, 2002

II-6

      Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Troy, State of Michigan, on July 25, 2002.

COLUMBUS FOUNDRY, L.P.

By: INTERMET INTERNATIONAL, INC.

Its sole general partner

ALEXANDER CITY CASTING COMPANY, INC.

DIVERSIFIED DIEMAKERS, INC.

GANTON TECHNOLOGIES, INC.

IRONTON IRON, INC.

NORTHERN CASTINGS CORPORATION

TOOL PRODUCTS, INC.

INTERMET U.S. HOLDING, INC.

By:  /s/ DORETHA J. CHRISTOPH

Doretha J. Christoph

President

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement or amendment thereto has been signed below by the following persons in the capacities and on the dates indicated:

/s/ DORETHA J. CHRISTOPH Doretha J. Christoph	President and Director	July 25, 2002
/s/ ALAN J. MILLER Alan J. Miller	Vice President, Secretary and Director	July 25, 2002
/s/ MICHAEL S. SKRZYPCZAK Michael S. Skrzypczak	Treasurer	July 25, 2002
/s/ GREGORY B. WAHOWIAK Gregory B. Wahowiak	Director	July 25, 2002

II-7

      Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Troy, State of Michigan, on July 25, 2002.

CAST-MATIC CORPORATION

FRISBY P.M.C., INCORPORATED

WAGNER CASTINGS COMPANY

WAGNER HAVANA, INC.

By:  /s/ DORETHA J. CHRISTOPH

Doretha J. Christoph

Chairman of the Board and President

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement or amendment thereto has been signed below by the following persons in the capacities and on the dates indicated:

/s/ DORETHA J. CHRISTOPH Doretha J. Christoph	Chairman of the Board and President	July 25, 2002
/s/ ALAN J. MILLER Alan J. Miller	Vice President, Secretary and Director	July 25, 2002
/s/ MICHAEL S. SKRZYPCZAK Michael S. Skrzypczak	Treasurer and Director	July 25, 2002
/s/ GREGORY B. WAHOWIAK Gregory B. Wahowiak	Director	July 25, 2002

II-8

      Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Troy, State of Michigan, on July 25, 2002.

LYNCHBURG FOUNDRY COMPANY

By:  /s/ DORETHA J. CHRISTOPH

Doretha J. Christoph

President

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement or amendment thereto has been signed below by the following persons in the capacities and on the dates indicated:

/s/ DORETHA J. CHRISTOPH Doretha J. Christoph	President and Director	July 25, 2002
/s/ MICHAEL S. SKRZYPCZAK Michael S. Skrzypczak	Treasurer	July 25, 2002

II-9

      Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Troy, State of Michigan, on July 25, 2002.

SUDBURY, INC.

SUDM, INC.

By:  /s/ DORETHA J. CHRISTOPH

Doretha J. Christoph

Chairman of the Board and President

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement or amendment thereto has been signed below by the following persons in the capacities and on the dates indicated:

/s/ DORETHA J. CHRISTOPH Doretha J. Christoph	President and Director	July 25, 2002
/s/ ALAN J. MILLER Alan J. Miller	Vice President, Secretary and Director	July 25, 2002
/s/ MICHAEL S. SKRZYPCZAK Michael S. Skrzypczak	Treasurer	July 25, 2002

II-10

EXHIBIT INDEX

Exhibit No.			Document
	3	.1	Amended and Restated Articles of Incorporation of INTERMET (included as Exhibit 4.1 to INTERMET Form S-3 Registration Statement filed June 3, 1992 and incorporated herein by reference).
	3	.2	By-laws of INTERMET, as amended through February 7, 2002 (included as Exhibit 3.2 to INTERMET Form 10-K for the year ended December 31, 2001 and incorporated herein by reference).
	3	.3	Amendment to the by-laws of INTERMET, adopted by resolution of the board of directors of INTERMET on February 7, 2002 (included as Exhibit 3.3 to INTERMET Form 10-K for the year ended December 31, 2001 and incorporated herein by reference).
	4	.1	Indenture dated as of June 13, 2002 among INTERMET Corporation, U.S. Bank National Association and the guarantors named therein.
	4	.2	Forms of 9 3/4% Senior Notes due 2009 (included as Exhibits A and B to the Indenture filed herewith as Exhibit 4.1)
	4	.3	Registration Rights Agreement dated as of June 13, 2002 among INTERMET Corporation and the Guarantors named therein, and Deutsche Bank Securities Inc., Banc of America Securities LLC, Scotia Capital (USA) Inc., SunTrust Capital Markets, Inc., Banc One Capital Markets, Inc., Comerica Securities, Inc., and ABN AMRO Incorporated.
	4	.4	Shareholder Protection Rights Agreement dated as of October 6, 1995 between INTERMET and Trust Company Bank, as Rights Agent (included as Exhibit 4 to INTERMET Form 8-K filed October 11 1995 and incorporated herein by reference).
	4	.5	Amendment No. 1 dated October 16, 1997 to the Shareholder Protection Rights Agreement dated October 6, 1995 between INTERMET and Trust Company Bank, as Rights Agent (included as Exhibit 4 to INTERMET Form 8-A12G/ A filed October 20, 1997 and incorporated herein by reference).
	5	.1	Opinion of Foley & Lardner.
	10	.1	INTERMET Corporation Key Individual Stock Option Plan adopted April 25, 1984 (included as Exhibit 10.1 to INTERMET registration statement on Form S-14, File No. 2-90815, and incorporated herein by reference).
	10	.2	Amendment No. 1 dated as of August 4, 1988 to the INTERMET Corporation Key Individual Stock Option Plan (included as Exhibit 10.2 to INTERMET Form 10-K for the year ended December 31, 1988 and incorporated herein by reference).
	10	.3	Amendment No. 2 dated October 27, 1988 to the INTERMET Corporation Key Individual Stock Option Plan (included as Exhibit 10.3 to INTERMET Form 10-K for year ended December 31, 1988, and incorporated herein by reference).
	10	.4	INTERMET Corporation Executive Stock Option and Incentive Award Plan (included as Exhibit 4 to INTERMET Form S-8 filed , File No. 33-59011, previously filed with the Commission and incorporated by reference into this filing).
	10	.5	INTERMET Corporation Restricted Share Unit Award Plan effective February 1, 2001 (included as Exhibit 10.2(a) to INTERMET Form 10-K for the year ended December 31, 2000 and incorporated herein by reference).
	10	.6	INTERMET Corporation 2000 Executive Stock Option and Incentive Award Plan effective April 13, 2000. (included as Exhibit 4 to INTERMET’s Form S-8, File No. 33-41208, previously filed with the Commission and incorporated by reference into this filing).
	10	.7	INTERMET Corporation Deferred Compensation Plan effective December 1, 1999 (included as Exhibit 10.3 to INTERMET Form 10-K for the year ended December 31, 2000 and incorporated herein by reference).
	10	.8	Form of employment agreement by and between INTERMET and certain of the executive officers of INTERMET, other than John Doddridge (included as Exhibit 10.4 to INTERMET Form 10-K for the year ended December 31, 2001 and incorporated herein by reference).

10	.9	Employment Agreement dated October 26, 1995 by and between INTERMET and John Doddridge (included as Exhibit 10.22 to INTERMET Form 10-K for the year ended December 31, 1995 and incorporated herein by reference).
10	.10	INTERMET Corporation Salaried Employees Severance Plan effective as of October 1, 1993 (included as Exhibit 10.16(a) to INTERMET Form 10-K for the year ended December 31, 1993, and incorporated herein by reference).
10	.11	Amendment No. 1 dated December 20, 1993 to the INTERMET Corporation Salaried Employees Severance Plan (included as Exhibit 10.16(b) to INTERMET Form 10-K for the year ended December 31, 1993 and incorporated herein by reference).
10	.12	INTERMET Salary Continuation Plan (included as Exhibit 10.18 to INTERMET Form 10-K for the year ended December 31, 1992 and incorporated herein by reference).
10	.13	Form of INTERMET Corporation Director’s Stock Option Agreement (included as Exhibit 10.4 to INTERMET Form 10-K for the year ended December 31, 1988 and incorporated herein by reference).
10	.14	INTERMET Corporation Director’s Stock Option Plan (included as Exhibit 10.6 to INTERMET Form 10-K for the year ended December 31, 1990 and incorporated herein by reference).
10	.15	INTERMET Corporation 1997 Director’s Stock Option Plan (included as Exhibit A to INTERMET DEF 14/ A filed March 4, 1997 and incorporated herein by reference).
10	.16	1997 Directors’ Deferred Compensation Plan (included as Exhibit 10.25 to INTERMET Form 10-K for the year ended December 31, 1996 and incorporated herein by reference).
10	.17	$300,000,000 Conformed Five-Year Credit Agreement, dated November 5, 1999, as amended through the Fourth Amendment dated as of July 17, 2001, by and among INTERMET, The Bank of Nova Scotia as lender, administrative agent and collateral agent, and the various lenders named therein, including contents of omitted schedules and exhibits (included as Exhibit 4.14(a) to INTERMET Form 10-Q filed August 14, 2001 and incorporated herein by reference).
10	.18	Fifth Amendment to and Waiver Under Five-Year Credit Agreement
12	.1	Statement regarding Computation of Ratios.
21	.1	Subsidiaries of the Registrant.
23	.1	Consent of Foley & Lardner (Included in Exhibit 5).
23	.2	Consent of Ernst & Young, LLP.
24	.1	Power of Attorney (included on signature page hereto).
25	.1	Statement on Form T-1 of Eligibility of Trustee.
99	.1	Form of Letter of Transmittal.
99	.2	Form of Notice of Guaranteed Delivery.
99	.3	Form of Letter to Clients.
99	.4	Form of Letter to Nominees.

EX-4.1

                                                                     EXHIBIT 4.1




                              INTERMET CORPORATION,

                                   AS ISSUER,

                          THE GUARANTORS PARTY HERETO,

                                 AS GUARANTORS,

                          9-3/4% SENIOR NOTES DUE 2009
                                 ---------------

                                    INDENTURE

                            DATED AS OF JUNE 13, 2002

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



                         U.S. BANK NATIONAL ASSOCIATION,
                                   AS TRUSTEE

                             CROSS-REFERENCE TABLE*



  Trust Indenture Act Section                                                              Indenture Section
  ---------------------------                                                              -----------------
                                                                                        
      310  (a)(1)......................................................................    7.10
           (a)(2)......................................................................    7.10
           (a)(3)......................................................................    N.A.
           (a)(4)......................................................................    N.A.
           (a)(5)......................................................................    7.10
           (b).........................................................................    7.3, 7.8, 7.10
           (c).........................................................................    N.A.
      311  (a).........................................................................    7.11
           (b).........................................................................    7.11
           (c).........................................................................    N.A.
      312  (a).........................................................................    2.5
           (b).........................................................................    12.3
           (c).........................................................................    12.3
      313  (a).........................................................................    7.6
           (b)(1)......................................................................    7.6
           (b)(2)......................................................................    7.6, 7.7
           (c).........................................................................    7.5, 7.6, 12.2
           (d).........................................................................    7.6
      314  (a).........................................................................    4.3, 4.4, 12.2, 12.5
           (b).........................................................................    N.A.
           (c)(1)......................................................................    4.4, 12.4
           (c)(2)......................................................................    12.4
           (c)(3)......................................................................    12.4
           (d).........................................................................    N.A.
           (e).........................................................................    12.5
           (f).........................................................................    N.A.
      315  (a).........................................................................    7.1; 7.2
           (b).........................................................................    7.5, 12.2
           (c).........................................................................    7.1
           (d).........................................................................    7.1
           (e).........................................................................    6.11
      316  (a)(last sentence)..........................................................    2.9
           (a)(1)(A)...................................................................    6.5
           (a)(1)(B)...................................................................    6.4
           (a)(2)......................................................................    N.A.
           (b).........................................................................    6.7
           (c).........................................................................    2.12
      317  (a)(1)......................................................................    6.8
           (a)(2)......................................................................    6.9
           (b).........................................................................    2.4
      318  (a).........................................................................    12.1
           (b).........................................................................    N.A.
           (c).........................................................................    12.1


N.A. MEANS NOT APPLICABLE.


- -------------
*        This Cross-Reference Table shall not, for any purpose, be deemed a part
         of the Indenture.

                                TABLE OF CONTENTS



                                                                                       Page
                                                                                 
                                   ARTICLE I.

                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1.      Definitions........................................................     1
Section 1.2.      Other Definitions..................................................    24
Section 1.3.      Incorporation by Reference of Trust Indenture Act..................    25
Section 1.4.      Rules of Construction..............................................    25
Section 1.5.      Acts of Holders....................................................    26

                                   ARTICLE II.

                                    THE NOTES

Section 2.1.      Form and Dating....................................................    27
Section 2.2.      Execution and Authentication.......................................    28
Section 2.3.      Registrar and Paying Agent.........................................    29
Section 2.4.      Paying Agents to Hold Money in Trust...............................    29
Section 2.5.      Holder Lists.......................................................    29
Section 2.6.      Transfer and Exchange..............................................    30
Section 2.7.      Replacement Notes..................................................    38
Section 2.8.      Outstanding Notes..................................................    38
Section 2.9.      Treasury Notes.....................................................    39
Section 2.10.     Temporary Notes....................................................    39
Section 2.11.     Cancellation.......................................................    39
Section 2.12.     Defaulted Interest.................................................    39
Section 2.13.     Persons Deemed Owners..............................................    40
Section 2.14.     CUSIP Numbers......................................................    40
Section 2.15.     Designation........................................................    40

                                  ARTICLE III.

                            REDEMPTION AND REPURCHASE

Section 3.1.      Notices to Trustee.................................................    40
Section 3.2.      Selection of Notes.................................................    41
Section 3.3.      Notice of Optional or Special Redemption...........................    41
Section 3.4.      Effect of Notice of Redemption.....................................    42
Section 3.5.      Deposit of Redemption Price or Purchase Price......................    42
Section 3.6.      Notes Redeemed or Repurchased in Part..............................    43
Section 3.7.      Optional Redemption................................................    43
Section 3.8.      Special Redemption.................................................    43
Section 3.9.      Repurchase upon Change of Control Offer............................    43



                                      -i-



                                                                                       Page
                                                                                 
Section 3.10.     Repurchase upon Application of Excess Proceeds.....................    45

                                   ARTICLE IV.

                                    COVENANTS

Section 4.1.      Payment of Principal and Interest..................................    47
Section 4.2.      Maintenance of Office or Agency....................................    47
Section 4.3.      Reports............................................................    48
Section 4.4.      Compliance Certificate.............................................    48
Section 4.5.      Taxes..............................................................    49
Section 4.6.      Stay, Extension and Usury Laws.....................................    49
Section 4.7.      Limitation on Restricted Payments..................................    49
Section 4.8.      Limitation on Dividend and Other Payment Restrictions
                    Affecting Subsidiaries ..........................................    52
Section 4.9.      Limitation on Incurrence of Additional Indebtedness................    53
Section 4.10.     Limitation on Asset Sales..........................................    54
Section 4.11.     Limitations on Transactions with Affiliates........................    55
Section 4.12.     Limitation on Liens................................................    57
Section 4.13.     Continued Existence................................................    58
Section 4.14.     Insurance Matters..................................................    58
Section 4.15.     Offer to Repurchase upon Change of Control.........................    58
Section 4.16.     Additional Subsidiary Guarantees...................................    59
Section 4.17.     Payments for Consent...............................................    59
Section 4.18.     Limitation on Preferred Stock of Restricted Subsidiaries...........    59

                                   ARTICLE V.

                                   SUCCESSORS

Section 5.1.      Merger, Consolidation and Sale of Assets...........................    60
Section 5.2.      Successor Corporation Substituted..................................    62

                                   ARTICLE VI.

                              DEFAULTS AND REMEDIES

Section 6.1.      Events of Default..................................................    62
Section 6.2.      Acceleration.......................................................    63
Section 6.3.      Other Remedies.....................................................    64
Section 6.4.      Waiver of Past Defaults............................................    65
Section 6.5.      Control by Majority................................................    65
Section 6.6.      Limitation on Suits................................................    65
Section 6.7.      Rights of Holders of Notes to Receive Payment......................    65
Section 6.8.      Collection Suit by Trustee.........................................    66



                                      -ii-



                                                                                       Page
                                                                                 
Section 6.9.      Trustee May File Proofs of Claim...................................    66
Section 6.10.     Priorities.........................................................    66
Section 6.11.     Undertaking for Costs..............................................    67

                                  ARTICLE VII.

                                     TRUSTEE

Section 7.1.      Duties of Trustee..................................................    67
Section 7.2.      Rights of Trustee..................................................    68
Section 7.3.      Individual Rights of Trustee.......................................    69
Section 7.4.      Trustee's Disclaimer...............................................    69
Section 7.5.      Notice of Defaults.................................................    69
Section 7.6.      Reports by Trustee to Holders of the Notes.........................    70
Section 7.7.      Compensation, Reimbursement and Indemnity..........................    70
Section 7.8.      Replacement of Trustee.............................................    71
Section 7.9.      Successor Trustee by Merger, Etc...................................    72
Section 7.10.     Eligibility; Disqualification......................................    72
Section 7.11.     Preferential Collection of Claims Against Company..................    72

                                  ARTICLE VIII.

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.1.      Option to Effect Legal Defeasance or Covenant Defeasance...........    72
Section 8.2.      Legal Defeasance and Discharge.....................................    73
Section 8.3.      Covenant Defeasance................................................    73
Section 8.4.      Conditions to Legal or Covenant Defeasance.........................    74
Section 8.5.      Deposited Money and U.S. Government Securities to Be Held in
                    Trust; Other Miscellaneous Provisions............................    75
Section 8.6.      Repayment to the Company...........................................    76
Section 8.7.      Reinstatement......................................................    76

                                   ARTICLE IX.

                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.1.      Without Consent of Holders of Notes................................    77
Section 9.2.      With Consent of Holders of Notes...................................    77
Section 9.3.      Compliance with Trust Indenture Act................................    79
Section 9.4.      Revocation and Effect of Consents..................................    79
Section 9.5.      Notation on or Exchange of Notes...................................    79
Section 9.6.      Trustee to Sign Amendment, Etc.....................................    79



                                     -iii-



                                                                                       Page
                                                                                 
                                   ARTICLE X.

                                    GUARANTEE

Section 10.1.     Unconditional Guarantee............................................    80
Section 10.2.     Severability.......................................................    81
Section 10.3.     Limitation of Guarantor's Liability................................    81
Section 10.4.     Release of Guarantor...............................................    81
Section 10.5.     Contribution.......................................................    81
Section 10.6.     Waiver of Subrogation..............................................    82
Section 10.7.     Execution of Guarantee.............................................    82
Section 10.8.     Waiver of Stay, Extension or Usury Laws............................    83

                                   ARTICLE XI.

                           SATISFACTION AND DISCHARGE

Section 11.1.     Satisfaction and Discharge.........................................    83
Section 11.2.     Application of Trust...............................................    84

                                  ARTICLE XII.

                                  MISCELLANEOUS

Section 12.1.     Trust Indenture Act Controls.......................................    84
Section 12.2.     Notices............................................................    84
Section 12.3.     Communication by Holders of Notes with Other Holders of Notes......    86
Section 12.4.     Certificate and Opinion as to Conditions Precedent.................    86
Section 12.5.     Statements Required in Certificate or Opinion......................    86
Section 12.6.     Rules by Trustee and Agents........................................    87
Section 12.7.     No Personal Liability of Directors, Officers, Employees and
                    Stockholders ....................................................    87
Section 12.8.     Governing Law; Submission to Jurisdiction; Waiver of Jury Trial....    87
Section 12.9.     No Adverse Interpretation of Other Agreements......................    88
Section 12.10.    Successors.........................................................    88
Section 12.11.    Severability.......................................................    88
Section 12.12.    Counterpart Originals..............................................    88
Section 12.13.    Table of Contents, Headings, Etc...................................    88
Section 12.14.    Qualification of Indenture.........................................    88

Signatures        ...................................................................   S-1


                                    EXHIBITS

Exhibit A         Form of Series A Note

Exhibit B         Form of Series B Note



                                      -iv-



                                                                                       Page
                                                                                 
Exhibit C         Form of Guarantee

Exhibit D(1)      Form of Regulation S Certification

Exhibit D(2)      Form of Certificate to Be Delivered upon Exchange or
                  Registration of Transfer of Notes

Exhibit E         Form of Certificate to Be Delivered in Connection with
                  Transfers to Non-QIB Accredited Investors

Exhibit F         Form of Certificate to Be Delivered in Connection with
                  Transfers Pursuant to Regulation S



                                      -v-

                                    INDENTURE

                  INDENTURE dated as of June 13, 2002 among INTERMET
Corporation, a Georgia corporation (the "Company"), the Guarantors (as defined
herein) listed on Scheduled A hereto, and U.S. Bank National Association, as
trustee (the "Trustee").

                  Each party agrees as follows for the benefit of the other
parties and for the equal and ratable benefit of the Holders (as defined below)
of the Company's 9-3/4% Senior Notes due 2009:

                                   ARTICLE I.

                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1. Definitions.

                  "Acquired Indebtedness" means Indebtedness of a Person or any
of its Subsidiaries existing at the time such Person becomes a Restricted
Subsidiary of the Company or at the time it merges or consolidates with or into
the Company or any of its Restricted Subsidiaries or assumed in connection with
the acquisition of assets from such Person and in each case not incurred by such
Person in connection with, or in anticipation or contemplation of, such Person
becoming a Restricted Subsidiary of the Company or such acquisition, merger or
consolidation.

                  "Additional Interest" means all additional interest then owing
pursuant to Section 4 of the Registration Rights Agreement or the comparable
section of any registration rights agreement entered into in connection with the
issuance of any Additional Notes.

                  "Additional Notes" means Notes issued pursuant to Article II
and in compliance with Section 4.9 hereof, in addition to and having terms and
conditions identical to the $175.0 million aggregate principal amount of Series
A Notes issued on the Issue Date or to the Series B Notes.

                  "Affiliate" means, with respect to any specified Person, any
other Person who directly or indirectly through one or more intermediaries
controls, or is controlled by, or is under common control with, such specified
Person. The term "control" means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of a
Person, whether through the ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have meanings
correlative of the foregoing.

                  "Agent" means any Registrar, Paying Agent or co-registrar.

                  "Asset Acquisition" means (1) an Investment by the Company or
any Restricted Subsidiary of the Company in any other Person pursuant to which
such Person shall become a Restricted Subsidiary of the Company or any
Restricted Subsidiary of the Company, or shall be merged with or into the
Company or any Restricted Subsidiary of the Company, or (2) the acquisition by
the Company or any Restricted Subsidiary of the Company of the assets of any
Person (other than a Restricted Subsidiary of the Company) which constitute all
or substantially all of the assets of such Person or

                                      -2-


comprises any division or line of business of such Person or any other
properties or assets of such Person other than in the ordinary course of
business.

                  "Asset Sale" means any direct or indirect sale, issuance,
conveyance, transfer, lease (other than operating leases entered into in the
ordinary course of business), assignment or other transfer for value by the
Company or any of its Restricted Subsidiaries (including any Sale and Leaseback
Transaction) to any Person other than the Company or a Restricted Subsidiary of
the Company of: (1) any Capital Stock of any Restricted Subsidiary of the
Company; or (2) any other property or assets of the Company or any Restricted
Subsidiary of the Company other than in the ordinary course of business;
provided, however, that asset sales or other dispositions shall not include: (a)
a transaction or series of related transactions for which the Company or its
Restricted Subsidiaries receive aggregate consideration of less than $2.5
million; (b) the sale, lease, conveyance, disposition or other transfer of all
or substantially all of the assets (determined on a consolidated basis for the
Company and its Restricted Subsidiaries) of the Company as permitted by Section
5.1 hereof; (c) any Restricted Payment permitted by Section 4.7 hereof or that
constitutes a Permitted Investment; (d) sales or other dispositions of
inventory, receivables or other current assets in the ordinary course of
business; (e) a Permitted Lien; (f) a sale or other disposition or abandonment
of damaged, worn-out or obsolete property; (g) a Sale and Leaseback Transaction
entered into for purposes of receiving favorable state or local tax treatment on
assets where the purchaser of the assets is a state of the United States or any
political subdivision of any such state or any political instrumentality thereof
and where the Company or any of its Restricted Subsidiaries, as the case may be,
maintains the unqualified right and option to repurchase the assets for a
nominal consideration; and (h) a Qualified Securitization Transaction.

                  "Bankruptcy Law" means Title 11, U.S. Code or any similar
Federal or state law for the relief of debtors.

                  "Board of Directors" means, as to any Person, the board of
directors or similar governing body of such Person or any duly authorized
committee thereof.

                  "Board Resolution" means, with respect to any Person, a copy
of a resolution certified by the Secretary or an Assistant Secretary of such
Person to have been duly adopted by the Board of Directors of such Person and to
be in full force and effect on the date of such certification, and delivered to
the Trustee.

                  "Business Day" means any day other than a Saturday, a Sunday
or a day on which banking institutions in the City of New York or at a place of
payment are authorized by law, regulation or executive order to remain closed.
If a payment date is not a Business Day at a place of payment, payment may be
made at that place on the next succeeding day that is a Business Day, and no
interest shall accrue for the intervening period.

                                      -3-


                  "Capital Stock" means:

                  (1) with respect to any Person that is a corporation, any and
         all shares, interests, participations or other equivalents (however
         designated and whether or not voting) of corporate stock, including
         each class of Common Stock and Preferred Stock of such Person; and

                  (2) with respect to any Person that is not a corporation, any
         and all partnership, membership or other equity interests of such
         Person.

                  "Capitalized Lease Obligation" means, as to any Person, the
obligations of such Person under a lease that are required to be classified and
accounted for as capital lease obligations under GAAP and, for purposes of this
definition, the amount of such obligations at any date shall be the capitalized
amount of such obligations at such date, determined in accordance with GAAP.

                  "Cash Equivalents" means:

                  (1) marketable direct obligations issued by, or
         unconditionally guaranteed by, the United States of America or issued
         by any agency thereof and backed by the full faith and credit of the
         United States of America, in each case maturing within one year from
         the date of acquisition thereof;

                  (2) marketable direct obligations issued by any state of the
         United States of America or any political subdivision of any such state
         or any public instrumentality thereof, maturing within one year from
         the date of acquisition thereof and, at the time of acquisition, having
         one of the two highest ratings obtainable from either Standard &
         Poor's, a division of The McGraw-Hill Companies ("S&P"), or Moody's
         Investors Service, Inc. ("Moody's");

                  (3) commercial paper maturing no more than one year from the
         date of creation thereof and, at the time of acquisition, having a
         rating of at least A-1 from S&P or at least P-1 from Moody's;

                  (4) certificates of deposit or bankers' acceptances maturing
         within one year from the date of acquisition thereof issued by any bank
         organized under the laws of the United States of America or any state
         thereof or the District of Columbia or any U.S. branch of a foreign
         bank having at the date of acquisition thereof combined capital and
         surplus of not less than $250.0 million;

                  (5) repurchase obligations with a term of not more than seven
         days for underlying securities of the types described in clause (1)
         above entered into with any bank meeting the qualifications specified
         in clause (4) above; and

                  (6) investments in money market funds which invest
         substantially all their assets in securities of the types described in
         clauses (1) through (5) above.

                  "Clearstream" shall mean Clearstream Banking, Societe Anonyme,
         Luxembourg.

                                      -4-


                  "Change of Control" means the occurrence of one or more of the
following events:

                  (1) any sale, lease, exchange or other transfer (in one
         transaction or a series of related transactions) of all or
         substantially all of the assets of the Company and its Restricted
         Subsidiaries, taken as a whole, to any Person or group of related
         Persons for purposes of Section 13(d) of the Exchange Act (a "Group"),
         together with any Affiliates thereof (whether or not otherwise in
         compliance with the provisions of this Indenture);

                  (2) the approval by the holders of Capital Stock of the
         Company of any plan or proposal for the liquidation or dissolution of
         the Company (whether or not otherwise in compliance with the provisions
         of this Indenture);

                  (3) any Person or Group (other than any entity formed for the
         purpose of owning Capital Stock of the Company) shall become the owner,
         directly or indirectly, beneficially or of record, of shares
         representing more than 50% of the aggregate ordinary voting power
         represented by the issued and outstanding Capital Stock of the Company;
         or

                  (4) the replacement of a majority of the Board of Directors of
         the Company over a two-year period from the directors who constituted
         the Board of Directors of the Company at the beginning of such period,
         and such replacement shall not have been approved by a vote of at least
         a majority of the Board of Directors of the Company then still in
         office who either were members of such Board of Directors at the
         beginning of such period or whose election as a member of such Board of
         Directors was previously so approved.

                  "Commission" means the Securities and Exchange Commission.

                  "Common Stock" of any Person means any and all shares,
interests or other participations in, and other equivalents (however designated
and whether voting or non-voting) of, such Person's common stock, whether
outstanding on the Issue Date or issued after the Issue Date, and includes,
without limitation, all series and classes of such common stock.

                  "Company" means INTERMET Corporation, a Georgia corporation,
until a successor Person shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter means such successor Person.

                  "Consolidated EBITDA" means, with respect to any Person, for
any period, the sum (without duplication) of:

                  (1) Consolidated Net Income; and

                  (2) to the extent Consolidated Net Income has been reduced
         thereby:

                           (a) all income taxes of such Person and its
                  Subsidiaries paid or accrued in accordance with GAAP for such
                  period (other than income taxes attributable to extraordinary,
                  unusual or nonrecurring gains or losses or taxes attributable
                  to sales or dispositions outside the ordinary course of
                  business);

                                      -5-


                           (b) Consolidated Interest Expense; and

                           (c) Consolidated Non-cash Charges less any non-cash
                  items increasing Consolidated Net Income for such period,

all as determined on a consolidated basis for such Person and its Restricted
Subsidiaries in accordance with GAAP.

                  "Consolidated Fixed Charge Coverage Ratio" means, with respect
to any Person, the ratio of Consolidated EBITDA of such Person during the four
full fiscal quarters (the "Four Quarter Period") ending prior to the date of the
transaction giving rise to the need to calculate the Consolidated Fixed Charge
Coverage Ratio for which financial statements are available (the "Transaction
Date") to Consolidated Fixed Charges of such Person for the Four Quarter Period.
In addition to and without limitation of the foregoing, for purposes of this
definition, "Consolidated EBITDA" and "Consolidated Fixed Charges" shall be
calculated after giving effect on a pro forma basis for the period of such
calculation to:

                  (1) the incurrence or repayment of any Indebtedness of such
         Person or any of its Restricted Subsidiaries (and the application of
         the proceeds thereof) giving rise to the need to make such calculation
         and any incurrence or repayment of other Indebtedness (and the
         application of the proceeds thereof), other than the incurrence or
         repayment of Indebtedness in the ordinary course of business for
         working capital purposes pursuant to working capital facilities,
         occurring during the Four Quarter Period or at any time subsequent to
         the last day of the Four Quarter Period and on or prior to the
         Transaction Date, as if such incurrence or repayment, as the case may
         be (and the application of the proceeds thereof), occurred on the first
         day of the Four Quarter Period; and

                  (2) any asset sales or other dispositions or Asset
         Acquisitions (including, without limitation, any Asset Acquisition
         giving rise to the need to make such calculation as a result of such
         Person or one of its Restricted Subsidiaries (including any Person who
         becomes a Restricted Subsidiary as a result of the Asset Acquisition)
         incurring, assuming or otherwise being liable for Acquired Indebtedness
         and also including any Consolidated EBITDA (including any pro forma
         expense and cost reductions calculated on a basis consistent with
         Regulation S-X under the Exchange Act) attributable to the assets which
         are the subject of the Asset Acquisition or asset sale or other
         disposition during the Four Quarter Period) occurring during the Four
         Quarter Period or at any time subsequent to the last day of the Four
         Quarter Period and on or prior to the Transaction Date, as if such
         asset sale or other disposition or Asset Acquisition (including the
         incurrence, assumption or liability for any such Acquired Indebtedness)
         occurred on the first day of the Four Quarter Period.

                  If such Person or any of its Restricted Subsidiaries directly
or indirectly guarantees Indebtedness of a third Person, the preceding sentence
shall give effect to the incurrence of such guaranteed Indebtedness as if such
Person or any Restricted Subsidiary of such Person had directly incurred or
otherwise assumed such guaranteed Indebtedness.

                                      -6-


                  "Consolidated Fixed Charges" means, with respect to any Person
for any period, the sum, without duplication, of:

                  (1) Consolidated Interest Expense; plus

                  (2) the product of (x) the amount of all cash dividend
         payments on any series of Preferred Stock of such Person and, to the
         extent permitted under this Indenture, its Restricted Subsidiaries
         (other than dividends paid in Qualified Capital Stock) paid, accrued or
         scheduled to be paid or accrued during such period times (y) a
         fraction, the numerator of which is one and the denominator of which is
         one minus the then current effective consolidated federal, state and
         local tax rate of such Person, expressed as a decimal.

In calculating "Consolidated Fixed Charges":

                  (1) if interest on any Indebtedness actually incurred on the
         Transaction Date (including Acquired Indebtedness) may optionally be
         determined at an interest rate based upon a factor of a prime or
         similar rate, a eurocurrency interbank offered rate or other rates,
         then the interest rate in effect on the Transaction Date shall be
         deemed to have been in effect during the Four Quarter Period; and

                  (2) notwithstanding clause (1) above, interest on Indebtedness
         determined on a fluctuating basis, to the extent such interest is
         covered by agreements relating to Interest Swap Obligations, shall be
         deemed to accrue at the rate per annum resulting after giving effect to
         the operation of such agreements.

                  "Consolidated Interest Expense" means, with respect to any
Person for any period, the sum of, without duplication:

                  (1) the aggregate of the net interest expense of such Person
         and its Restricted Subsidiaries for such period determined on a
         consolidated basis in accordance with GAAP, including without
         limitation: (a) any amortization of debt discount and amortization or
         write-off of deferred financing costs; (b) the net costs under Interest
         Swap Obligations; (c) all capitalized interest; and (d) the interest
         portion of any deferred payment obligation; and

                  (2) the interest component of Capitalized Lease Obligations
         paid, accrued and/or scheduled to be paid or accrued by such Person and
         its Restricted Subsidiaries during such period as determined on a
         consolidated basis in accordance with GAAP.

                  "Consolidated Net Income" means, with respect to any Person,
for any period, the aggregate net income (or loss) of such Person and its
Restricted Subsidiaries for such period on a consolidated basis, determined in
accordance with GAAP; provided that there shall be excluded therefrom (without
duplication):

                  (1) after-tax gains and after-tax losses from Asset Sales
         (without regard to the $2.5 million limitation set forth in the
         definition thereof) or abandonments or reserves relating thereto;

                                      -7-


                  (2) after-tax items classified as extraordinary or
         nonrecurring gains;

                  (3) the net income or loss of any Person acquired prior to the
         date it becomes a Restricted Subsidiary of the referent Person or is
         merged or consolidated with the referent Person or any Restricted
         Subsidiary of the referent Person;

                  (4) the net income (but not loss) of any Restricted Subsidiary
         of the referent Person to the extent that the declaration of dividends
         or similar distributions by that Restricted Subsidiary of that income
         is restricted by a contract, operation of law or otherwise;

                  (5) the net income of any Person, other than a Restricted
         Subsidiary of the referent Person, except to the extent of cash
         dividends or distributions paid to the referent Person or to a Wholly
         Owned Restricted Subsidiary of the referent Person by such Person;

                  (6) any restoration to income of any contingency reserve,
         except to the extent that provision for such reserve was made out of
         Consolidated Net Income accrued at any time following the Issue Date;

                  (7) income or loss attributable to discontinued operations
         (including, without limitation, operations disposed of during such
         period whether or not such operations were classified as discontinued);
         and

                  (8) in the case of a successor to the referent Person by
         consolidation or merger or as a transferee of the referent Person's
         assets, any earnings of the successor corporation prior to such
         consolidation, merger or transfer of assets.

                  "Consolidated Non-cash Charges" means, with respect to any
Person, for any period, the aggregate depreciation, amortization and other
non-cash expenses of such Person and its Restricted Subsidiaries reducing
Consolidated Net Income of such Person and its Restricted Subsidiaries for such
period, determined on a consolidated basis in accordance with GAAP (excluding
any such charge which requires an accrual of or a reserve for cash charges for
any future period).

                  "Corporate Trust Office of the Trustee" shall be at the
address of the Trustee specified in Section 12.2 hereof or such other address as
to which the Trustee may give notice to the Company.

                  "Credit Agreement" means the Five-Year Credit Agreement dated
as of November 5, 1999 as amended through the Issue Date, among the Company, the
lenders listed therein in their capacities as lenders thereunder and The Bank of
Nova Scotia, as administrative agent, Bank One, Michigan, as syndication agent,
and SunTrust Bank, as documentation agent, together with the documents related
thereto (including, without limitation, any guarantee agreements and security
documents), in each case as such agreements may be amended (including any
amendment and restatement thereof), supplemented or otherwise modified from time
to time, including any agreement extending the maturity of, refinancing,
replacing or otherwise restructuring (including increasing the amount of
available borrowings thereunder (provided that such increase in borrowings is
permitted by Section

                                      -8-


4.9 hereof) or adding Restricted Subsidiaries of the Company as additional
borrowers or guarantors thereunder) all or any portion of the Indebtedness under
such agreement and/or any one or more successor or replacement agreements and
whether by the same or any other agent, lender or group of lenders.

                  "Currency Agreement" means any foreign exchange contract,
currency swap agreement or other similar agreement or arrangement designed to
protect the Company or any Restricted Subsidiary of the Company against
fluctuations in currency values.

                  "Default" means an event or condition the occurrence of which
is, or with the lapse of time or the giving of notice or both would be, an Event
of Default.

                  "Depositary" means, with respect to the Notes issuable in
whole or in part in global form, the Person specified in Section 2.6(g) hereof
as the Depositary with respect to the Notes, until a successor shall have been
appointed and become such pursuant to the applicable provisions or this
Indenture, and, thereafter, "Depositary" shall mean or include such successor.

                  "Disqualified Capital Stock" means that portion of any Capital
Stock which, by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable at the option of the holder
thereof), or upon the happening of any event (other than an event which would
constitute a Change of Control), matures or is mandatorily redeemable, pursuant
to a sinking fund obligation or otherwise, or is redeemable at the sole option
of the holder thereof (except, in each case, upon the occurrence of a Change of
Control), on or prior to the final maturity date of the Notes.

                  "Domestic Restricted Subsidiary" means a Restricted Subsidiary
incorporated or otherwise organized or existing under the laws of the United
States, any state thereof or any territory or possession of the United States.

                  "Euroclear" means Morgan Guaranty Trust Company of New York,
Brussels office, as operator of the Euroclear System.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended, or any successor statute or statutes thereto.

                  "Exchange Offer" means the offer that shall be made by the
Company pursuant to the Registration Rights Agreement to exchange Series A Notes
for Series B Notes.

                  "fair market value" means, with respect to any asset or
property, the price which could be negotiated in an arm's-length, free market
transaction, for cash, between a willing seller and a willing and able buyer,
neither of whom is under undue pressure or compulsion to complete the
transaction. Fair market value shall be determined by the senior management or
the Board of Directors of the Company for values less than $10.0 million and the
Board of Directors of the Company for values of $10.0 million or greater, in
each case acting reasonably and in good faith and, if so determined by the Board
of Directors, shall be evidenced by a Board Resolution of the Company delivered
to the Trustee.

                                      -9-


                  "Final Memorandum" shall mean the Company's final offering
memorandum dated June 10, 2002.

                  "Foreign Restricted Subsidiary" means any Restricted
Subsidiary of the Company other than a Domestic Restricted Subsidiary.

                  "GAAP" means generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment of
the accounting profession of the United States, which are in effect as of the
Issue Date.

                  "Guarantee" has the meaning set forth in Section 10.1.

                  "Guarantor" means: (1) each of the Company's Domestic
Restricted Subsidiaries as of the Issue Date other than Intermet International,
Inc., Intermet Holding Co., Transnational Indemnity Company and Western Capital
Corporation; and (2) each of the Company's Restricted Subsidiaries that in the
future executes a supplemental indenture in which such Restricted Subsidiary
agrees to be bound by the terms of this Indenture as a Guarantor; provided that
any Person constituting a Guarantor as described above shall cease to constitute
a Guarantor when its respective Guarantee is released in accordance with the
terms of this Indenture; and provided further that Intermet International, Inc.,
Intermet Holding Co., Transnational Indemnity Company and Western Capital
Corporation shall not be Guarantors unless so designated in writing by the
Company.

                  "Holder" means a Person in whose name a Note is registered.

                  "Indebtedness" means with respect to any Person, without
duplication:

                  (1) all Obligations of such Person for borrowed money;

                  (2) all Obligations of such Person evidenced by bonds,
         debentures, notes or other similar instruments;

                  (3) all Capitalized Lease Obligations of such Person;

                  (4) all Obligations of such Person issued or assumed as the
         deferred purchase price of property, all conditional sale obligations
         and all Obligations under any title retention agreement (but excluding
         trade accounts payable and other accrued liabilities arising in the
         ordinary course of business that are not overdue by 180 days or more or
         are being contested in good faith);

                  (5) all Obligations of such Person for the reimbursement of
         any obligor on any letter of credit, banker's acceptance or similar
         credit transaction;

                  (6) guarantees and other contingent obligations in respect of
         Indebtedness referred to in clauses (1) through (5) above and clause
         (8) below;

                                      -10-


                  (7) all Obligations of any other Person of the type referred
         to in clauses (1) through (6) which are secured by any Lien on any
         property or asset of such Person, the amount of such Obligation being
         deemed to be the lesser of the fair market value of such property or
         asset and the amount of the Obligation so secured;

                  (8) all Obligations under Currency Agreements and Interest
         Swap Obligations of such Person;

                  (9) all Obligations under Qualified Securitization
         Transactions except obligations of a Securitization Entity; and

                  (10) all Disqualified Capital Stock issued by such Person with
         the amount of Indebtedness represented by such Disqualified Capital
         Stock being equal to the greater of its voluntary or involuntary
         liquidation preference and its maximum fixed repurchase price, but
         excluding accrued dividends, if any.

                  For purposes hereof, the "maximum fixed repurchase price" of
any Disqualified Capital Stock which does not have a fixed repurchase price
shall be calculated in accordance with the terms of such Disqualified Capital
Stock as if such Disqualified Capital Stock were purchased on any date on which
Indebtedness shall be required to be determined pursuant to this Indenture, and
if such price is based upon, or measured by, the fair market value of such
Disqualified Capital Stock, such fair market value shall be determined
reasonably and in good faith by the Board of Directors of the issuer of such
Disqualified Capital Stock. Any Indebtedness which is incurred at a discount to
the principal amount at maturity thereof shall be deemed to have been incurred
at the full principal amount at maturity thereof.

                  "Indenture" means this Indenture, as amended or supplemented
from time to time.

                  "Independent Financial Advisor" means a firm: (1) which does
not, and whose directors, officers and employees or Affiliates do not, have a
direct or indirect financial interest in the Company; and (2) which, in the
judgment of the senior management (except with respect to Affiliate Transactions
to which they are a party) or the Board of Directors of the Company, is
otherwise independent and qualified to perform the task for which it is to be
engaged.

                  "Initial Purchasers" means Deutsche Bank Securities Inc., Banc
of America Securities LLC, Scotia Capital (USA) Inc., SunTrust Capital Markets,
Inc., Banc One Capital Markets, Inc., Comerica Securities, Inc. and ABN AMRO
Incorporated.

                  "Interest Swap Obligations" means the obligations of any
Person pursuant to any arrangement with any other Person whereby, directly or
indirectly, such Person is entitled to receive from time to time periodic
payments calculated by applying either a floating or a fixed rate of interest on
a stated notional amount in exchange for periodic payments made by such other
Person calculated by applying a fixed or a floating rate of interest on the same
notional amount and shall include, without limitation, interest rate swaps,
caps, floors, collars and similar agreements.

                                      -11-


                  "Investment" means, with respect to any Person, any direct or
indirect loan or other extension of credit (including, without limitation, a
guarantee) or capital contribution to (by means of any transfer of cash or other
property to others or any payment for property or services for the account or
use of others), or any purchase or acquisition by such Person of any Capital
Stock, bonds, notes, debentures or other securities or evidences of Indebtedness
issued by, any other Person. "Investment" shall exclude extensions of trade
credit by the Company and its Restricted Subsidiaries on commercially reasonable
terms in accordance with normal trade practices of the Company or such
Restricted Subsidiary, as the case may be. If the Company or any Restricted
Subsidiary of the Company sells or otherwise disposes of any Capital Stock of
any direct or indirect Restricted Subsidiary of the Company such that, after
giving effect to any such sale or disposition, such Restricted Subsidiary is no
longer a Restricted Subsidiary of the Company, the Company shall be deemed to
have made an Investment on the date of any such sale or disposition equal to the
fair market value of the Common Stock of such Restricted Subsidiary not sold or
disposed of. If the Company designates any of its Restricted Subsidiaries to be
an Unrestricted Subsidiary, the Company shall be deemed to have made an
Investment on the date of such designation equal to the Designation Amount
determined in accordance with the definition of "Unrestricted Subsidiary."

                  "Issue Date" means the date of original issuance of the Notes.

                  "Lien" means any lien, mortgage, deed of trust, pledge,
security interest, charge or encumbrance of any kind (including any conditional
sale or other title retention agreement, any lease in the nature thereof and any
agreement to give any security interest).

                  "Net Cash Proceeds" means, with respect to any Asset Sale, the
proceeds in the form of cash or Cash Equivalents including payments in respect
of deferred payment obligations when received in the form of cash or Cash
Equivalents (other than the portion of any such deferred payment constituting
interest) received by the Company or any of its Restricted Subsidiaries from
such Asset Sale net of:

                  (1) reasonable out-of-pocket expenses and fees relating to
         such Asset Sale (including, without limitation, legal, accounting and
         investment banking fees and sales commissions);

                  (2) taxes paid or payable after taking into account any
         reduction in consolidated tax liability due to available tax credits or
         deductions and any tax sharing arrangements;

                  (3) repayment of Indebtedness that is secured by the property
         or assets that are the subject of such Asset Sale; and

                  (4) appropriate amounts to be provided by the Company or any
         Restricted Subsidiary, as the case may be, as a reserve, in accordance
         with GAAP, against any liabilities associated with such Asset Sale and
         retained by the Company or any Restricted Subsidiary, as the case may
         be, after such Asset Sale, including, without limitation, pension and
         other post-employment benefit liabilities, liabilities related to
         environmental matters and liabilities under any indemnification
         obligations associated with such Asset Sale.

                                      -12-


                  "Non-recourse Debt" means Indebtedness:

                  (1) as to which neither the Company nor any of its Restricted
         Subsidiaries (a) provides credit support of any kind (including any
         undertaking, agreement or instrument that would constitute
         Indebtedness), (b) is directly or indirectly liable as a guarantor or
         otherwise, or (c) constitutes the lender;

                  (2) no default with respect to which (including any rights
         that the holders thereof may have to take enforcement action against an
         Unrestricted Subsidiary) would permit upon notice, lapse of time or
         both any holder of any other Indebtedness of the Company or any of its
         Restricted Subsidiaries to declare a default on such other Indebtedness
         or cause the payment thereof to be accelerated or payable prior to its
         stated maturity; and

                  (3) as to which the lenders have been notified in writing that
         they will not have any recourse to the stock or assets of the Company
         or any of its Restricted Subsidiaries.

                  "Note Custodian" means the Trustee, as custodian with respect
to the Notes in global form, or any successor entity thereto.

                  "Notes" means the Series A Notes and the Series B Notes, if
any, that are issued under this Indenture, as amended or supplemented from time
to time.

                  "Obligations" means all obligations for principal, premium,
interest, penalties, fees, indemnifications, reimbursements, damages and other
liabilities payable under the documentation governing any Indebtedness except
Standard Securitization Undertakings.

                  "Officer" means, (a) with respect to any Person that is a
corporation, the Chairman of the Board, the Chief Executive Officer, the
President, the Chief Operating Officer, the Chief Financial Officer, the
Treasurer, the Controller, the Secretary or any Vice-President of such Person
and (b) with respect to any other Person, the individuals selected by such
Person to perform functions similar to those of the officers listed in clause
(a).

                  "Officers' Certificate" means a certificate signed on behalf
of the Company by two Officers of the Company, one of whom must be the Chief
Executive Officer, the Chief Financial Officer, the Treasurer or the principal
accounting officer of the Company, that meets the requirements of Sections 12.4
and 12.5 hereof.

                  "Opinion of Counsel" means an opinion from legal counsel who
is reasonably acceptable to the Trustee, that meets the requirements of Sections
12.4 and 12.5 hereof. The counsel may be an employee of or counsel to the
Company, any Subsidiary of the Company or the Trustee.

                  "Permitted Business" means any business that is the same,
similar, reasonably related, complementary or incidental to the business in
which the Company or any of its Restricted Subsidiaries is engaged on the Issue
Date.

                                      -13-

                  "Permitted Indebtedness" means, without duplication, each of
the following:

                  (1) Indebtedness under the Notes and the Guarantees given in
         connection therewith in an aggregate principal amount not to exceed
         $175.0 million;

                  (2) Indebtedness incurred pursuant to the Credit Agreement in
         an aggregate principal amount at any time outstanding not to exceed
         $300.0 million less the amount of all required permanent repayments
         (which are accompanied by a corresponding permanent commitment
         reduction) thereunder with the Net Cash Proceeds from Asset Sales;

                  (3) other Indebtedness of the Company and its Restricted
         Subsidiaries outstanding on the Issue Date reduced by the amount of any
         scheduled amortization payments or mandatory prepayments when actually
         paid or permanent reductions therein;

                  (4) Interest Swap Obligations of the Company or any Restricted
         Subsidiary of the Company covering Indebtedness of the Company or any
         of its Restricted Subsidiaries; provided, however, that the notional
         principal amount of such Interest Swap Obligation does not, at the time
         of the incurrence thereof, exceed the principal amount of the
         Indebtedness to which such Interest Swap Obligation relates;

                  (5) Indebtedness under Currency Agreements; provided that in
         the case of Currency Agreements which relate to Indebtedness, such
         Currency Agreements do not increase the Indebtedness of the Company and
         its Restricted Subsidiaries outstanding other than as a result of
         fluctuations in foreign currency exchange rates or by reason of fees,
         indemnities and compensation payable thereunder;

                  (6) Indebtedness of a Restricted Subsidiary of the Company to
         the Company or to a Guarantor or a Wholly Owned Restricted Subsidiary
         of the Company for so long as such Indebtedness is held by the Company
         or a Guarantor or a Wholly Owned Restricted Subsidiary of the Company,
         in each case subject to no Lien (other than pursuant to the Credit
         Agreement) held by a Person other than the Company or a Guarantor or a
         Wholly Owned Restricted Subsidiary of the Company; provided that if as
         of any date any Person other than the Company or a Guarantor or a
         Wholly Owned Restricted Subsidiary of the Company owns or holds any
         such Indebtedness or holds a Lien in respect of such Indebtedness, such
         date shall be deemed the incurrence of Indebtedness not constituting
         Permitted Indebtedness by the issuer of such Indebtedness;

                  (7) Indebtedness of the Company to a Restricted Subsidiary of
         the Company for so long as such Indebtedness is held by a Restricted
         Subsidiary of the Company and subject to no Lien (other than pursuant
         to the Credit Agreement); provided that (a) such Indebtedness is
         unsecured and subordinated, pursuant to a written agreement, to the
         Company's obligations under this Indenture and the Notes and (b) if as
         of any date any Person other than a Restricted Subsidiary of the
         Company owns or holds any such Indebtedness or any Person holds a Lien
         in respect of such Indebtedness, such date shall be deemed the
         incurrence of Indebtedness not constituting Permitted Indebtedness by
         the Company;

                                      -14-


                  (8) Indebtedness arising from agreements of the Company or a
         Restricted Subsidiary providing for indemnification, adjustment of
         purchase price, earn-out or other similar obligations, in each case,
         incurred or assumed in connection with the disposition of any business,
         assets of the Company or a Restricted Subsidiary, other than guarantees
         of Indebtedness incurred by any Person acquiring all or any portion of
         such business, assets of the Company or Restricted Subsidiary for the
         purpose of financing such acquisition; provided that the maximum
         assumable liability in respect of all such Indebtedness shall at no
         time exceed the gross proceeds actually received by the Company and its
         Restricted Subsidiaries in connection with such disposition;

                  (9) Indebtedness consisting of take-or-pay obligations
         contained in supply agreements entered into by the Company or any of
         the Restricted Subsidiaries in the ordinary course;

                  (10) Indebtedness arising from the honoring by a bank or other
         financial institution of a check, draft or similar instrument
         inadvertently (except in the case of daylight overdrafts) drawn against
         insufficient funds in the ordinary course of business; provided,
         however, that such Indebtedness is extinguished within two business
         days of incurrence;

                  (11) Indebtedness of the Company or any of its Restricted
         Subsidiaries in respect of performance bonds, bankers' acceptances,
         workers' compensation claims, surety or appeal bonds, payment
         obligations in connection with self-insurance or similar obligations,
         and bank overdrafts (and letters of credit in respect thereof) in the
         ordinary course of business;

                  (12) Indebtedness represented by Capitalized Lease Obligations
         and Purchase Money Indebtedness of the Company and its Restricted
         Subsidiaries incurred in the ordinary course of business not to exceed
         $20.0 million at any one time outstanding;

                  (13) Refinancing Indebtedness;

                  (14) Indebtedness of the Company's Foreign Restricted
         Subsidiaries in an aggregate principal amount not to exceed the sum of
         (A) 80% of the net book value of the accounts receivable of the Foreign
         Restricted Subsidiaries, and (B) 50% of the net book value of the
         inventory of the Foreign Restricted Subsidiaries, in each case as of
         the most recent balance sheet date;

                  (15) the incurrence by a Securitization Entity of Indebtedness
         in a Qualified Securitization Transaction that is Non-Recourse Debt
         (except for Standard Securitization Undertakings) with respect to the
         Company and its other Restricted Subsidiaries; and

                  (16) additional Indebtedness of the Company and its Restricted
         Subsidiaries in an aggregate principal amount not to exceed $20.0
         million at any one time outstanding (which amount may, but need not, be
         incurred in whole or in part under the Credit Agreement).

                                      -15-


                  For purposes of determining compliance with Section 4.9
hereof, in the event that an item of Indebtedness meets the criteria of more
than one of the categories of Permitted Indebtedness described in clauses (1)
through (16) above or is entitled to be incurred pursuant to the Consolidated
Fixed Charge Coverage Ratio provisions of Section 4.9 hereof, the Company shall,
in its sole discretion, classify (or later reclassify) such item of Indebtedness
in any manner that complies with this definition. Accrual of interest, accretion
or amortization of original issue discount, the payment of interest on any
Indebtedness in the form of additional Indebtedness with the same terms, and the
payment of dividends on Disqualified Capital Stock in the form of additional
shares of the same class of Disqualified Capital Stock will not be deemed to be
an incurrence of Indebtedness or an issuance of Disqualified Capital Stock for
purposes of Section 4.9 hereof.

                  "Permitted Investments" means:

                  (1) Investments by the Company or any Restricted Subsidiary of
         the Company in any Person that is or will become immediately after such
         Investment a Guarantor or a Wholly Owned Restricted Subsidiary of the
         Company that is not a Guarantor or that will merge or consolidate into
         the Company, a Guarantor or a Wholly Owned Restricted Subsidiary of the
         Company that is not a Guarantor;

                  (2) Investments in the Company by any Restricted Subsidiary of
         the Company; provided that any Indebtedness evidencing such Investment
         is unsecured and subordinated, pursuant to a written agreement, to the
         Company's obligations under the Notes and this Indenture;

                  (3) Investments in cash and Cash Equivalents;

                  (4) loans and advances to directors, employees and officers of
         the Company and its Restricted Subsidiaries in the ordinary course of
         business for bona fide business purposes not in excess of $2.5 million
         at any one time outstanding;

                  (5) Currency Agreements and Interest Swap Obligations entered
         into in the ordinary course of the Company's or its Restricted
         Subsidiaries' businesses and not for speculative purposes and otherwise
         in compliance with this Indenture;

                  (6) additional Investments (including, without limitation,
         Investments in Unrestricted Subsidiaries and joint ventures) having an
         aggregate fair market value, taken together with all other Investments
         made pursuant to this clause (6) that are at that time outstanding, not
         to exceed $7.5 million at the time of such Investment (with the fair
         market value of each Investment being measured at the time made and
         without giving effect to subsequent changes in value);

                  (7) Investments in securities of trade creditors or customers
         received pursuant to any plan of reorganization or similar arrangement
         upon the bankruptcy or insolvency of such trade creditors or customers;

                                      -16-


                  (8) Investments made by the Company or its Restricted
         Subsidiaries as a result of consideration received in connection with
         an Asset Sale made in compliance with Section 4.10 hereof;

                  (9) Investments existing on the Issue Date;

                  (10) Investments in Permitted Joint Ventures of up to $17.5
         million outstanding at any one time;

                  (11) any Investment by the Company or a Subsidiary of the
         Company in a Securitization Entity or any Investment by a
         Securitization Entity in any other Person in connection with a
         Qualified Securitization Transaction; provided that any Investment in a
         Securitization Entity is in the form of a purchase money note or any
         equity interest; and

                  (12) any acquisition of assets solely in exchange for the
         issuance of Qualified Capital Stock of the Company.

                  "Permitted Joint Venture" means an entity characterized as a
joint venture (however structured) in which the Company or a Restricted
Subsidiary (a) owns at least 10% of the ownership interest and (b) has the right
to receive a percentage of the profits or distributions at least equal to the
percentage of its ownership interest; provided that such joint venture is not a
Restricted Subsidiary.

                  "Permitted Liens" means the following types of Liens:

                  (1) Liens existing as of the Issue Date to the extent and in
         the manner such Liens are in effect on the Issue Date;

                  (2) Liens securing the Notes and the Guarantees;

                  (3) Liens securing Indebtedness under the Credit Agreement;
         provided that such Indebtedness does not exceed the greater of (a) the
         amount of Indebtedness permitted to be incurred pursuant to clause (2)
         of the definition of "Permitted Indebtedness" and (b) the sum of (A)
         80% of the net book value of the accounts receivable of the Company and
         the Domestic Restricted Subsidiaries and (B) 50% of the net book value
         of the inventory of the Company and the Domestic Restricted
         Subsidiaries;

                  (4) Liens in favor of the Company or any Restricted Subsidiary
         of the Company;

                  (5) Liens on property existing at the time of acquisition
         thereof by the Company or any Restricted Subsidiary, provided that such
         Liens were in existence prior to the contemplation of such acquisition;

                  (6) Liens securing Refinancing Indebtedness which is incurred
         to Refinance any Indebtedness which has been secured by a Lien
         permitted under this Indenture and which has been incurred in
         accordance with the provisions of this Indenture; provided, however,
         that such Liens: (i) are no less favorable to the Holders and are not
         more favorable to the lien-

                                      -17-


         holders with respect to such Liens than the Liens in respect of the
         Indebtedness being Refinanced; and (ii) do not extend to or cover any
         property or assets of the Company or any of its Restricted Subsidiaries
         not securing the Indebtedness so Refinanced;

                  (7) Liens for taxes, assessments or governmental charges or
         claims either (a) not delinquent or (b) being contested in good faith
         by appropriate proceedings and as to which the Company or any of its
         Restricted Subsidiaries shall have set aside on its books such reserves
         as may be required pursuant to GAAP;

                  (8) statutory Liens of landlords and Liens of carriers,
         warehousemen, mechanics, suppliers, materialmen, repairmen and other
         Liens imposed by law incurred in the ordinary course of business for
         sums not yet delinquent or being contested in good faith, if such
         reserve or other appropriate provision, if any, as shall be required by
         GAAP shall have been made in respect thereof;

                  (9) Liens incurred or deposits made in the ordinary course of
         business in connection with workers' compensation, unemployment
         insurance and other types of social security, including any Lien
         securing letters of credit issued in the ordinary course of business
         consistent with past practice in connection therewith, or to secure the
         performance of tenders, statutory obligations, surety and appeal bonds,
         bids, leases, government contracts, performance and return-of-money
         bonds and other similar obligations (exclusive of obligations for the
         payment of borrowed money);

                  (10) judgment liens not giving rise to an Event of Default so
         long as such Liens are adequately bonded and any appropriate legal
         proceedings which may have been duly initiated for the review of such
         judgment, decree or order shall not have been finally terminated or the
         period within which such proceedings may be initiated shall not have
         expired;

                  (11) easements, rights-of-way, zoning restrictions and other
         similar charges or encumbrances in respect of real property not
         interfering in any material respect with the ordinary conduct of the
         business of the Company or any of its Restricted Subsidiaries;

                  (12) Liens upon specific items of inventory or other goods and
         proceeds of the Company or any of its Restricted Subsidiaries securing
         such Person's obligations in respect of bankers' acceptances issued or
         created for the account of such Person to facilitate the purchase,
         shipment or storage of such inventory or other goods;

                  (13) Liens securing reimbursement obligations with respect to
         commercial letters of credit which encumber documents and other
         property relating to such letters of credit and products and proceeds
         thereof;

                  (14) Liens encumbering deposits made to secure obligations
         arising from statutory, regulatory, contractual, or warranty
         requirements of the Company or any of its Restricted Subsidiaries,
         including rights of offset and set-off;

                                      -18-


                  (15) Liens securing Interest Swap Obligations which Interest
         Swap Obligations relate to Indebtedness that is otherwise permitted
         pursuant to clause (4) of the definition of "Permitted Indebtedness";

                  (16) Liens securing Capitalized Lease Obligations and Purchase
         Money Indebtedness; provided, however, that in the case of Capitalized
         Lease Obligations, such Liens do not extend to any property or assets
         which are not leased property subject to such Capitalized Lease
         Obligations;

                  (17) Liens securing Indebtedness under Currency Agreements
         permitted to be incurred pursuant to clause (5) of the definition of
         "Permitted Indebtedness";

                  (18) Liens securing Acquired Indebtedness incurred in
         accordance with Section 4.9 hereof; provided that:

                           (a) such Liens secured such Acquired Indebtedness at
                  the time of and prior to the incurrence of such Acquired
                  Indebtedness by the Company or a Restricted Subsidiary of the
                  Company and were not granted in connection with, or in
                  anticipation of, the incurrence of such Acquired Indebtedness
                  by the Company or a Restricted Subsidiary of the Company; and

                           (b) such Liens do not extend to or cover any property
                  or assets of the Company or of any of its Restricted
                  Subsidiaries other than the property or assets that secured
                  the Acquired Indebtedness prior to the time such Indebtedness
                  became Acquired Indebtedness of the Company or a Restricted
                  Subsidiary of the Company and are no more favorable to the
                  lienholders than those securing the Acquired Indebtedness
                  prior to the incurrence of such Acquired Indebtedness by the
                  Company or a Restricted Subsidiary of the Company;

                  (19) Liens securing Indebtedness permitted to be incurred
         pursuant to clause (14) of the definition of "Permitted Indebtedness";

                  (20) Liens securing Indebtedness permitted to be incurred
         pursuant to clause (15) of the definition of "Permitted Indebtedness";

                  (21) Liens securing Indebtedness permitted to be incurred
         pursuant to clause (16) of the definition of "Permitted Indebtedness";
         and

                  (22) other Liens incurred in the ordinary course of business
         of the Company or any of its Restricted Subsidiaries with respect to
         obligations that do not exceed $5.0 million in the aggregate.

                  "Person" means an individual, partnership, corporation,
limited liability company, unincorporated organization, trust or joint venture,
or a governmental agency or political subdivision thereof.

                                      -19-


                  "PORTAL Market" means the Portal Market operated by the
National Association of Securities Dealers, Inc. or any successor thereto.

                  "Preferred Stock" of any Person means any Capital Stock of
such Person that has preferential rights to any other Capital Stock of such
Person with respect to dividends or redemptions or upon liquidation.

                  "Public Equity Offering" means an underwritten public offering
of Qualified Capital Stock of the Company pursuant to a registration statement
filed with the Commission in accordance with the Securities Act.

                  "Purchase Date" means, with respect to any Note to be
repurchased, the date fixed for such repurchase by or pursuant to this
Indenture.

                  "Purchase Money Indebtedness" means Indebtedness of the
Company and its Restricted Subsidiaries incurred in the normal course of
business for the purpose of financing all or any part of the purchase price, or
the cost of installation, construction or improvement, of property or equipment;
provided, however, that (1) the amount of such Indebtedness shall not exceed
such purchase price or cost, (2) such Indebtedness shall not be secured by any
asset other than the specified asset being financed or, in the case of real
property or fixtures, including additions and improvements, the real property to
which such asset is attached and (3) such Indebtedness shall be incurred within
90 days after such acquisition of such asset by the Company or such Restricted
Subsidiary or such installation, construction or improvement.

                  "Purchase Price" means the amount payable for the repurchase
of any Note on a Purchase Date, exclusive of accrued and unpaid interest and
Additional Interest (if any) thereon to the Purchase Date, unless otherwise
specifically provided.

                  "QIB" means a qualified institutional buyer as defined in Rule
144A under the Securities Act.

                  "Qualified Capital Stock" means any Capital Stock that is not
Disqualified Capital Stock.

                  "Qualified Securitization Transaction" means any transaction
or series of transactions pursuant to which the Company or any of its Restricted
Subsidiaries may (a) sell, contribute, convey or otherwise transfer to a
Securitization Entity (in the case of a transfer by the Company or any of its
Restricted Subsidiaries), and (b) any transaction by and between Securitization
Entities and any other Person whether in the form of a sale or the granting of a
security interest in, any accounts receivable (which, for the purposes of this
definition, include other payment obligations due to the Company or a Restricted
Subsidiary) or equipment (whether now existing or arising or acquired in the
future) of the Company or any of its Restricted Subsidiaries, and any assets
related thereto including, without limitation, all collateral securing such
accounts receivable and equipment and other assets (including contract

                                      -20-


rights and all guarantees or other obligations with respect to such accounts
receivable and equipment, proceeds of such accounts receivable and equipment and
other assets (including contract rights) which are customarily transferred or in
respect of which security interests are customarily granted in connection with
asset securitization transactions involving accounts receivable and equipment,
all of the foregoing for the purpose of providing working capital financing on
terms that are more favorable to the Company and its Restricted Subsidiaries
than would otherwise be available at that time.

                  "Redemption Date" means, with respect to any Note to be
redeemed, the date fixed for such redemption by or pursuant to this Indenture.

                  "Redemption Price" means the amount payable for the redemption
of any Note on a Redemption Date, exclusive of' accrued and unpaid interest and
Additional Interest (if any) thereon to the Redemption Date, unless otherwise
specifically provided.

                  "Refinance" means, in respect of any security or Indebtedness,
to refinance, extend, renew, refund, repay, prepay, redeem, defease or retire,
or to issue a security or Indebtedness in exchange or replacement for, such
security or Indebtedness in whole or in part. "Refinanced" and "Refinancing"
shall have correlative meanings.

                  "Refinancing Indebtedness" means any Refinancing by the
Company or any Restricted Subsidiary of the Company of Indebtedness incurred in
accordance with Section 4.9 hereof (other than pursuant to clause (2), (4), (5),
(6), (7), (8), (9), (10), (11), (12), (14), (15) or (16) of the definition of
"Permitted Indebtedness"), in each case that does not:

                  (1) result in an increase in the aggregate principal amount of
         Indebtedness of such Person as of the date of such proposed Refinancing
         (plus the amount of any premium required to be paid under the terms of
         the instrument governing such Indebtedness and plus the amount of
         reasonable fees and expenses incurred by the Company in connection with
         such Refinancing); or

                  (2) create Indebtedness with: (a) a Weighted Average Life to
         Maturity that is less than the Weighted Average Life to Maturity of the
         Indebtedness being Refinanced; or (b) a final maturity earlier than the
         final maturity of the Indebtedness being Refinanced; provided that (x)
         if such Indebtedness being Refinanced is Indebtedness solely of the
         Company, then such Refinancing Indebtedness shall be Indebtedness
         solely of the Company and (y) if such Indebtedness being Refinanced is
         subordinate or junior to the Notes, then such Refinancing Indebtedness
         shall be subordinate to the Notes at least to the same extent and in
         the same manner as the Indebtedness being Refinanced.

                  "Registration Rights Agreement" means the registration rights
agreement dated as of the Issue Date among the Company, the Guarantors and the
Initial Purchasers.

                  "Regulation S" means Regulation S as promulgated under the
Securities Act.

                  "Responsible Officer" means, when used with respect to the
Trustee, any officer of the Trustee assigned by the Trustee to administer this
Indenture and also means, with respect to a par-

                                      -21-


ticular corporate trust matter, any other officer to whom such matter is
referred because of his knowledge of and familiarity with the particular
subject.

                  "Restricted Subsidiary" of any Person means any Subsidiary of
such Person which at the time of determination is not an Unrestricted
Subsidiary.

                  "Rule 144A" means Rule 144A promulgated under the Securities
Act.

                  "Sale and Leaseback Transaction" means any direct or indirect
arrangement with any Person or to which any such Person is a party providing for
the leasing to the Company or a Restricted Subsidiary of the Company of any
property, whether owned by the Company or any Restricted Subsidiary of the
Company at the Issue Date or later acquired, which has been or is to be sold or
transferred by the Company or such Restricted Subsidiary to such Person or to
any other Person by whom funds have been or are to be advanced on the security
of such Property.

                  "Securities Act" means the Securities Act of 1933, as amended,
or any successor statute or statutes thereto.

                  "Securitization Entity" means a Wholly Owned Subsidiary of the
Company (or another Person in which the Company or any Subsidiary of the Company
makes an Investment and to which the Company or any Subsidiary of the Company
transfers accounts receivable or equipment and related assets) that engages in
no activities other than in connection with the financing of accounts receivable
(which, for the purposes of this definition, include other payment obligations
due to the Company or a Restricted Subsidiary) or equipment and that is
designated by the Board of Directors of the Company (as provided below) as a
Securitization Entity (a) no portion of the Indebtedness or any other
obligations (contingent or otherwise) of which (i) is guaranteed by the Company
or any other Restricted Subsidiary (excluding guarantees of Obligations (other
than the principal of, and interest on, Indebtedness)) pursuant to Standard
Securitization Undertakings or (ii) is recourse to or obligates the Company or
any Restricted Subsidiary in any way other than pursuant to Standard
Securitization Undertakings, (b) with which neither the Company nor any
Restricted Subsidiary has any material contract, agreement, arrangement or
understanding other than on terms no less favorable to the Company or such
Restricted Subsidiary than those that might be obtained at the time from Persons
that are not Affiliates of the Company, other than fees payable in the ordinary
course of business in connection with servicing accounts receivable of such
entity, and (c) to which neither the Company nor any Restricted Subsidiary has
any obligation to maintain or preserve such entity's financial condition or
cause such entity to achieve certain levels of operating results. Any such
designation by the Board of Directors of the Company shall be evidenced to each
of the Trustees by filing with the Trustees a certified copy of the resolution
of the Board of Directors giving effect to such designation and an Officers'
Certificate certifying that such designation complied with the foregoing
conditions.

                  "Series A Notes" means the Company's 9-3/4% Senior Notes due
2009, whether issued on the Issue Date or thereafter.

                  "Series B Notes" means notes issued by the Company hereunder
containing terms identical to the Series A Notes (except that (i) interest
thereon shall accrue from the last date on

                                      -22-


which interest was paid on the Series A Notes or, if no such interest has been
paid, from the date of original issuance, (ii) the legend or legends relating to
transferability and other related matters set forth on the Series A Notes,
including the text referred to in footnote 2 of Exhibit A hereto, shall be
removed or appropriately altered, and (iii) as otherwise set forth herein), to
be offered to Holders of Series A Notes in exchange for such Series A Notes
pursuant to the Exchange Offer or any exchange offer specified in any
registration rights agreement relating to Additional Notes or in a registered
public offering of Additional Notes.

                  "Significant Subsidiary", with respect to any Person, means
(1) any Restricted Subsidiary of such Person that satisfies the criteria for a
"significant subsidiary" set forth in Rule 1.02(w) of Regulation S-X under the
Exchange Act as such Regulation is in effect on the Issue Date and (2) any
Restricted Subsidiary of such Person that, when aggregated with all other
Restricted Subsidiaries of such Person that are not otherwise Significant
Subsidiaries and as to which any event described in clause (f), (g) or (h) of
Section 6.1 hereof has occurred and is continuing, would constitute a
Significant Subsidiary under clause (1) of this definition.

                  "Standard Securitization Undertakings" means representations,
warranties, covenants and indemnities entered into by the Company or any
Subsidiary of the Company that are reasonably customary in securitization
transactions relating to accounts receivable (including other payment
obligations due to the Company or a Restricted Subsidiary) or equipment.

                  "Subordinated Indebtedness" means Indebtedness of the Company
or any Guarantor that is subordinated or junior in right of payment to the Notes
or such Guarantee, as the case may be.

                  "Subsidiary", with respect to any Person, means:

                  (1) any corporation of which the outstanding Capital Stock
         having at least a majority of the votes entitled to be cast in the
         election of directors under ordinary circumstances shall at the time be
         owned, directly or indirectly, by such Person; or

                  (2) any other Person of which at least a majority of the
         voting interest under ordinary circumstances is at the time, directly
         or indirectly, owned by such Person.

                  "TIA" means the Trust Indenture Act of 1939 (15 U.S.C.
Sections 77aaa-77bbbb) as in effect on the date on which this Indenture is
qualified under the TIA; provided that in the event the Trust Indenture Act of
1939 is amended after such date, "TIA" means, to the extent required by any such
amendment, the Trust Indenture Act of 1939 as so amended.

                  "Transfer Restricted Security" means a Note that is a
restricted security as defined in Rule 144(a)(3) under the Securities Act.

                  "Trustee" means the party named as such above until a
successor replaces it in accordance with the applicable provisions of this
Indenture, and thereafter means the successor serving hereunder.

                                      -23-


                  "Unrestricted Subsidiary" of any Person means:

                  (1) any Subsidiary of such Person that at the time of
         determination shall be or continue to be designated an Unrestricted
         Subsidiary by the Board of Directors of such Person in the manner
         provided below; and

                  (2) any Subsidiary of an Unrestricted Subsidiary.

                  The Board of Directors may designate any Subsidiary (including
any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary
unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on
any property of, the Company or any other Subsidiary of the Company that is not
a Subsidiary of the Subsidiary to be so designated; provided that:

                  (1) the Company certifies to the Trustee that such designation
         complies with Section 4.7 hereof, including that the Company would be
         permitted to make, at the time of such designation, (a) a Permitted
         Investment or (b) an Investment pursuant to the first paragraph of
         Section 4.7 hereof, in either case, in an amount (the "Designation
         Amount") equal to the fair market value of the Company's proportionate
         interest in such Subsidiary on such date; and

                  (2) each Subsidiary to be so designated and each of its
         Subsidiaries has not at the time of designation, and does not
         thereafter, create, incur, issue, assume, guarantee or otherwise become
         directly or indirectly liable with respect to any Indebtedness pursuant
         to which the lender has recourse to any of the assets of the Company or
         any of its Restricted Subsidiaries.

                  The Board of Directors may designate any Unrestricted
Subsidiary to be a Restricted Subsidiary only if:

                  (1) immediately after giving effect to such designation, the
         Company is able to incur at least $1.00 of additional Indebtedness
         (other than Permitted Indebtedness) in compliance with Section 4.9
         hereof; and

                  (2) immediately before and immediately after giving effect to
         such designation, no Default or Event of Default shall have occurred
         and be continuing.

                  Any such designation by the Board of Directors shall be
evidenced to the Trustee by promptly filing with the Trustee a copy of the Board
Resolution giving effect to such designation and an officers' certificate
certifying that such designation complied with the foregoing provisions.

                  Any Securitization Entity now existing or hereafter created
shall be an Unrestricted Subsidiary if it only engages in one or more Qualified
Securitization Transactions.

                  "U.S. Government Securities" shall mean securities which are
(i) direct obligations of the United States of America for the payment of which
its full faith and credit is pledged or (ii) obligations of a person controlled
or supervised by and acting as an agency or instrumentality of the

                                      -24-


United States of America, the payment of which is unconditionally guaranteed as
a full faith and credit obligation by the United States of America, which, in
either case, are not callable or redeemable at the option of the issuer thereof,
and shall also include a depository receipt issued by a bank or trust company as
custodian with respect to any such U.S. Government Securities or a specific
payment of interest on or principal of any such U.S. Government Securities held
by such custodian for the account of the holder of a depository receipt;
provided that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depository
receipt from any amount received by the custodian in respect of the U.S.
Government Securities or the specific payment of interest on or principal of the
U.S. Government Securities evidenced by such depository receipt.

                  "U.S. Person" means any U.S. Person as defined in Regulation
S.

                  "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (a) the then
outstanding aggregate principal amount of such Indebtedness into (b) the sum of
the total of the products obtained by multiplying (i) the amount of each then
remaining installment, sinking fund, serial maturity or other required payment
of principal, including payment at final maturity, in respect thereof, by (ii)
the number of years (calculated to the nearest one-twelfth) which will elapse
between such date and the making of such payment.

                  "Wholly Owned Restricted Subsidiary" of any Person means any
Wholly Owned Subsidiary of such Person which at the time of determination is a
Restricted Subsidiary of such Person.

                  "Wholly Owned Subsidiary" of any Person means any Subsidiary
of such Person of which all the outstanding voting securities (other than in the
case of a foreign Subsidiary, directors' qualifying shares or an immaterial
amount of shares required to be owned by other Persons pursuant to applicable
law) are owned by such Person or any Wholly Owned Subsidiary of such Person.

Section 1.2. Other Definitions.



Term                                                          Defined in Section
- ----                                                          ------------------
                                                           
"Affiliate Transaction"..................................            4.11
"Agent Members"..........................................             2.6
"Certificated Notes".....................................             2.1
"Change of Control Offer"................................            4.15
"Change of Control Offer Period".........................             3.9
"Covenant Defeasance"....................................             8.3
"Event of Default".......................................             6.1
"Foreign Person".........................................             2.6
"Global Notes"...........................................             2.1
"incur"..................................................             4.9
"Institutional Accredited Investors".....................             2.1


                                      -25-




Term                                                          Defined in Section
- ----                                                          ------------------
                                                           

"Legal Defeasance".......................................             8.2
"Net Proceeds Offer".....................................            4.10
"Net Proceeds Offers Amount".............................            4.10
"Net Proceeds Offers Trigger Date".......................            4.10
"Offshore Certificated Notes"............................             2.1
"Paying Agent"...........................................             2.3
"Permanent Regulation S Global Note".....................             2.1
"Private Placement Legend"...............................             2.6
"Registrar"..............................................             2.3
"Regulation S Global Note"...............................             2.1
"Restricted Payment".....................................             4.7
"Restricted Payment Basket"..............................             4.7
"Rule 144A Global Note"..................................             2.1
"Special Redemption".....................................             3.8
"Surviving Entity".......................................             5.1
"Temporary Regulation S Global Note".....................             2.1
"U.S. Certificated Notes"................................             2.1


Section 1.3. Incorporation by Reference of Trust Indenture Act.

                  Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture.

                  The following TIA terms used in this Indenture have the
following meanings:

                  "indenture securities" means the Notes;

                  "indenture security holder" means a Holder;

                  "indenture to be qualified" means this Indenture;

                  "indenture trustee" or "institutional trustee" means the
Trustee;

                  "obligor" on the Notes means the Company and any successor
obligor upon the Notes.

                  All other terms used in this Indenture that are defined by the
TIA, defined by TIA reference to another statute or defined by Commission rule
under the TIA have the meanings so assigned to them.

Section 1.4. Rules of Construction.

                  Unless the context otherwise requires:

                                      -26-


                  (a) a term has the meaning assigned to it;

                  (b) an accounting term not otherwise defined has the meaning
         assigned to it in accordance with GAAP;

                  (c) "or" is not exclusive;

                  (d) words in the singular include the plural, and in the
         plural include the singular;

                  (e) provisions apply to successive events and transactions;
         and

                  (f) references to sections of or rules under the Securities
         Act, the Exchange Act and the TIA shall be deemed to include
         substitute, replacement and successor sections or rules adopted by the
         Commission from time to time.

Section 1.5. Acts of Holders.

                  (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of Holders signing or
bound by such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and (subject to Section 7.1) conclusive in favor of
the Trustee and the Company, if made in the manner provided in this Section.

                  (b) The fact and date of the execution by any Person of any
such instrument or writing may be proved by the affidavit of a witness of such
execution or by the certificate of any notary public or other officer authorized
by law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him or her the execution thereof.
Where such execution is by an officer of a corporation or a member of a
partnership, on behalf of such corporation or partnership, such certificate or
affidavit shall also constitute sufficient proof of his or her authority.

                  (c) The ownership of Notes shall be proved by the register
maintained by the Registrar.

                  (d) Any request, demand, authorization, direction, notice,
consent, waiver or other Act of the Holder of any Note shall bind every future
Holder of the same Note and the holder of every Note issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done or suffered to be done by the Trustee or the Company in
reliance thereon, whether or not notation of such action is made upon such Note.



                                      -27-


                                   ARTICLE II.

                                    THE NOTES

Section 2.1. Form and Dating.

            The Series A Notes and the Trustee's certificate of authentication
shall be substantially in the form of Exhibit A hereto. The Notes may have
notations, legends or endorsements required by law, stock exchange rule or usage
in addition to those set forth in Exhibit A hereto. The Series B Notes shall be
substantially in the form of Exhibit B hereto. The notation on each note
relating to the Guarantees shall be substantially in the form set forth on
Exhibit C, which is part of this Indenture. Each Note shall be dated the date of
its authentication. The Notes shall be in denominations of $1,000 and integral
multiples thereof.

            The terms and provisions contained in the Notes and Guarantees shall
constitute, and are hereby expressly made, a part of this Indenture and the
Company, the Guarantors and the Trustee, by their execution and delivery of this
Indenture, expressly agree to such terms and provisions and to be bound thereby.

            Notes offered and sold in reliance on Rule 144A shall be issued
initially in the form of a single permanent global Note in registered form,
substantially in the form set forth in Exhibit A (the "Rule 144A Global Note"),
deposited with the Trustee, as custodian for the Depositary, duly executed by
the Company and authenticated by the Trustee as hereinafter provided. The
aggregate principal amount of the Rule 144A Global Note may from time to time be
increased or decreased by adjustments made on the records of the Trustee, as
custodian for the Depositary or its nominee, as hereinafter provided.

            Notes offered and sold in offshore transactions in reliance on
Regulation S shall be issued initially in the form of a single temporary global
Note in registered form substantially in the form set forth in Exhibit A (the
"Temporary Regulation S Global Note"), deposited with the Trustee, as custodian
for the Depositary, duly executed by the Company and authenticated by the
Trustee as hereinafter provided. At any time following 40 days after the later
of the commencement of the offering of the Notes and the Issue Date, upon
receipt by the Trustee and the Company of a duly executed certificate
substantially in the form of Exhibit D(1) hereto, a single permanent Global Note
in registered form substantially in the form set forth in Exhibit A (the
"Permanent Regulation S Global Note," and together with the Temporary Regulation
S Global Note, the "Regulation S Global Note") duly executed by the Company and
authenticated by the Trustee as hereinafter provided shall be deposited with the
Trustee, as custodian for the Depositary, and the Registrar shall reflect on its
books and records the date and a decrease in the principal amount of the
Regulation S Global Note in an amount equal to the principal amount of the
beneficial interest in the Regulation S Global Note transferred.

            Notes offered and sold to institutional accredited investors (as
defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act)
("Institutional Accredited Investors") shall be issued in the form of permanent
U.S. Certificated Notes in registered form in substantially the form

                                      -28-


set forth in Exhibit A (the "U.S. Certificated Notes"). Securities issued
pursuant to Section 2.6 in exchange for interests in the Rule 144A Global Note
or the Regulation S Global Note shall be in the form of permanent Certificated
Notes in registered form substantially in the form set forth in Exhibit A (the
"Offshore Certificated Notes").

            The Offshore Certificated Notes and U.S. Certificated Notes are
sometimes collectively herein referred to as the "Certificated Notes." The Rule
144A Global Note and the Regulation S Global Note are sometimes referred to
herein as the "Global Notes."

Section 2.2. Execution and Authentication.

            Two Officers of the Company shall sign the Notes for the Company by
manual or facsimile signature. The seal of the Company shall be reproduced on
the Notes and may be in facsimile form.

            If an Officer whose signature is on a Note no longer holds that
office at the time a Note is authenticated, the Note shall nevertheless be
valid. Each Guarantor shall execute a Guarantee in the manner set forth in
Section 10.7.

            A Note shall not be valid until authenticated by the manual
signature of the Trustee. The signature shall be conclusive evidence that the
Note has been authenticated under this Indenture.

            The Trustee, upon a written order of the Company signed by two
Officers of the Company, together with the other documents required by Sections
12.4 and 12.5 hereof, shall authenticate (i) Series A Notes for original issue
on the Issue Date in the aggregate principal amount not to exceed $175.0 million
and (ii) subject to Section 4.9, Additional Notes. The Trustee, upon written
order of the Company signed by two Officers of the Company, together with the
other documents required by Sections 12.4 and 12.5 hereof, shall authenticate
Series B Notes; provided that such Series B Notes shall be issuable only upon
the valid surrender for cancellation of Series A Notes of a like aggregate
principal amount in accordance with the Exchange Offer or an exchange offer
specified in any registration rights agreement relating to Additional Notes or
in connection with a registered public offering of Additional Notes. Such
written order of the Company shall specify the amount of Notes to be
authenticated and the date on which the original issue of Notes is to be
authenticated. Any Additional Notes shall be part of the same issue as the Notes
being issued on the Issue Date and will vote on all matters as one class with
the Notes being issued on the Issue Date, including, without limitation,
waivers, amendments, redemptions, Change of Control Offers and Net Proceeds
Offers. For the purposes of this Indenture, except for Section 4.9, references
to the Notes include Additional Notes, if any.

            The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Notes. An authenticating agent may authenticate Notes
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with the Company or
an Affiliate of the Company.

                                      -29-


Section 2.3. Registrar and Paying Agent.

            The Company shall maintain an office or agency where Notes may be
presented for registration of transfer or for exchange ("Registrar") and an
office or agency where Notes may be presented for payment ("Paying Agent"). The
Registrar shall keep a register of the Notes and of their transfer and exchange.
At the option of the Company, payment of interest and Additional Interest may be
made by check mailed to the Holders at their addresses set forth in the register
of Holders, provided that payment by wire transfer of immediately available
funds will be required with respect to principal, Redemption Price and Purchase
Price of, and interest and Additional Interest (if any) on, all Global Notes and
all other Notes the Holders of which shall have provided wire transfer
instructions to the Trustee or the Paying Agent. The Company may appoint one or
more co-registrars and one or more additional paying agents. The term
"Registrar" includes any co-registrar and the term "Paying Agent" includes any
additional paying agent. The Company may change any Paying Agent or Registrar
without notice to any Holder. The Company shall notify the Trustee in writing of
the name and address of any Paying Agent not a party to this Indenture. If the
Company fails to appoint or maintain another entity as Registrar or Paying
Agent, the Trustee shall act as such. The Company may act as Paying Agent or
Registrar. The Depositary shall, by acceptance of a Global Note, agree that
transfers of beneficial interests in such Global Note may be effected only
through a book-entry system maintained by the Depositary (or its agent), and
that ownership of a beneficial interest in the Note shall be required to be
reflected in a book entry.

            The Company initially appoints the Trustee to act as the Registrar
and Paying Agent and to act as Note Custodian with respect to the Global Notes.

Section 2.4. Paying Agents to Hold Money in Trust.

            The Company shall require each Paying Agent other than the Trustee
to agree in writing that the Paying Agent will hold in trust for the benefit of
Holders or the Trustee all money held by the Paying Agent for the payment of
principal and of any premium, if any, interest and Additional Interest, if any,
on the Notes, and will notify the Trustee of any default by the Company in
making any such payment. While any such default continues, the Trustee may
require a Paying Agent to pay all money held by it to the Trustee. The Company
at any time may require a Paying Agent to pay all money held by it to the
Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the
Company) shall have no further liability for the money. If the Company acts as
Paying Agent, it shall segregate and hold in a separate trust fund for the
benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy
or reorganization proceedings relating to the Company, the Trustee shall serve
as Paying Agent for the Notes.

Section 2.5. Holder Lists.

            The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with TIA Section 312(a). If the Trustee
is not the Registrar, the Company shall furnish to the Trustee at least seven
Business Days before each interest payment date and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the

                                      -30-


names and addresses of the Holders of Notes, and the Company shall otherwise
comply with TIA Section 312(a).

Section 2.6. Transfer and Exchange.

            (a) Transfer and Exchange Generally; Book Entry Provisions. Upon
surrender for registration of transfer of any Note to the Registrar, and
satisfaction of the requirements for such transfer set forth in this Section
2.6, the Company shall execute, and the Trustee shall authenticate and deliver,
in the name of the designated transferee or transferees, one or more new Notes
of any authorized denominations and of a like aggregate principal amount and
bearing such restrictive legends as may be required by this Indenture.

            Notes may be exchanged for other Notes of any authorized
denominations and of a like aggregate principal amount, upon surrender of the
Notes to be exchanged at any such office or agency maintained by the Company
pursuant to Section 4.2. Whenever any Notes are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver, the Notes
which the Holder making the exchange is entitled to receive bearing registration
numbers not contemporaneously outstanding.

            All Notes presented or surrendered for registration of transfer or
exchange shall be duly endorsed, or be accompanied by a written instrument or
instruments of transfer in form satisfactory to the Company and the Registrar,
and the Notes shall be duly executed by the Holder thereof or his attorney duly
authorized in writing. Except as otherwise provided in this Indenture, and in
addition to the requirements set forth in the legend referred to in Section
2.6(h)(i) below, in connection with any transfer of Transfer Restricted
Securities any request for transfer shall be accompanied by a certification to
the Trustee relating to the manner of such transfer substantially in the form of
Exhibit D(2) hereto.

            (b) Book-Entry Provisions for the Global Notes. The Rule 144A Global
Note and Regulation S Global Note initially shall (i) be registered in the name
of the Depositary or the nominee of such Depositary, (ii) be delivered to the
Trustee as custodian for the Depositary and (iii) bear legends as set forth in
Section 2.6(h).

            Members of, or participants in, the Depositary ("Agent Members")
shall have no rights under this Indenture with respect to any Rule 144A Global
Note or Regulation S Global Note, as the case may be, held on their behalf by
the Depositary, or the Trustee as its custodian, or under the Rule 144A Global
Note or Regulation S Global Note, as the case may be, and the Depositary may be
treated by the Company, the Trustee and any agent of the Company or the Trustee
as the absolute owner of Rule 144A Global Note or Regulation S Global Note, as
the case may be, for all purposes whatsoever. Notwithstanding the foregoing,
nothing herein shall prevent the Company, the Trustee or any agent of the
Company or the Trustee, from giving effect to any written certification, proxy
or other authorization furnished by the Depositary or impair, as between the
Depositary and its Agent Members, the operation of customary practices governing
the exercise of the rights of a holder of any Note.

                                      -31-


            Transfers of the Rule 144A Global Note and the Regulation S Global
Note shall be limited to transfers of such Rule 144A Global Note or Regulation S
Global Note in whole, but not in part, to the Depositary, its successors or
their respective nominees. Beneficial interests in the Rule 144A Global Note and
the Regulation S Global Note may be transferred in accordance with the
applicable rules and procedures of the Depositary and the provisions of this
Section 2.6. The registration of transfer and exchange of beneficial interests
in the Global Note, which does not involve the issuance of a Certificated Note,
shall be effected through the Depositary, in accordance with this Indenture
(including the restrictions on transfer set forth herein) and the procedures of
the Depositary therefor. The Trustee shall have no responsibility or liability
for any act or omission of the Depositary.

            At any time at the request of the beneficial holder of an interest
in the Rule 144A Global Note or Permanent Regulation S Global Note to obtain a
Certificated Note, such beneficial holder shall be entitled to obtain a
Certificated Note upon written request to the Trustee and the Note Custodian in
accordance with the standing instructions and procedures existing between the
Note Custodian and Depositary for the issuance thereof. Upon receipt of any such
request, the Trustee, or the Note Custodian at the direction of the Trustee,
will cause, in accordance with the standing instructions and procedures existing
between the Depositary and the Note Custodian, the aggregate principal amount of
the Rule 144A Global Note or Permanent Regulation S Global Note, as appropriate,
to be reduced by the principal amount of the Certificated Note issued upon such
request to such beneficial holder and, following such reduction, the Company
will execute and the Trustee will authenticate and deliver to such beneficial
holder (or its nominee) a Certificated Note or Certificated Notes in the
appropriate aggregate principal amount in the name of such beneficial holder (or
its nominee) and bearing such restrictive legends as may be required by this
Indenture.

            (c) Transfers to Non-QIB Institutional Accredited Investors. The
following provisions shall apply with respect to the registration of any
proposed transfer of a Transfer Restricted Security to any Institutional
Accredited Investor that is not a QIB (other than any Person that is not a U.S.
Person as defined under Regulation S, a "Foreign Person"):

            (i) The Registrar shall register the transfer of any Note, whether
      or not such Note bears the Private Placement Legend, if (x) (A) the
      requested transfer is at least two years after the later of the Issue Date
      of the Notes and (B) the proposed transferee has certified to the
      Registrar that the requested transfer is at least two years after last
      date on which such Note was held by an Affiliate of the Company, or (y)
      the proposed transferee has delivered to the Registrar (A) a certificate
      substantially in the form of Exhibit E hereto and (B) such certifications,
      legal opinions and other information as the Trustee and the Company may
      reasonably request to confirm that such transaction is in compliance with
      the Securities Act; and

            (ii) If the proposed transferor is an Agent Member holding a
      beneficial interest in the Global Note, upon receipt by the Registrar of
      (x) the documents, if any, required by clause (i) and (y) instructions
      given in accordance with the Depositary's and the Registrar's procedures,
      the Registrar shall reflect on its books and records the date and a
      decrease in the principal amount of the Global Note in an amount equal to
      the principal amount of the beneficial interest in the Global Note to be
      transferred, and the Company shall execute, and the Trustee shall
      authenticate and deliver, one or more Certificated Notes of like tenor and
      amount.

                                      -32-


            (d) Transfers to QIBs. The following provisions shall apply with
respect to the registration of any proposed transfer of a Transfer Restricted
Security to a QIB (other than Foreign Persons):

            (i) if the Note to be transferred consists of Certificated Notes or
      an interest in the Regulation S Global Note, the Registrar shall register
      the transfer if such transfer is being made by a proposed transferor who
      has checked the box provided for on a certificate substantially in the
      form of Exhibit D(2) stating, or has otherwise advised the Company and the
      Registrar in writing, that the sale has been made in compliance with the
      provisions of Rule 144A to a transferee who is a QIB within the meaning of
      Rule 144A and is aware that the sale to it is being made in reliance on
      Rule 144A; and

            (ii) if the proposed transferee is an Agent Member, and the Note to
      be transferred consists of Certificated Notes or an interest in the
      Regulation S Global Note, upon receipt by the Registrar of the documents
      referred to in clause (i) and instructions given in accordance with the
      Depositary's and the Registrar's procedures, the Registrar shall reflect
      on its books and records the date and an increase in the principal amount
      of the Rule 144A Global Note in an amount equal to the principal amount of
      the Certificated Notes or the interest in the Regulation S Global Note, as
      the case may be, to be transferred, and the Trustee shall cancel the
      Certificated Notes or decrease the amount of the Regulation S Global Note
      so transferred.

            (e) Transfers of Interests in the Temporary Regulation S Global
Note. The following provisions shall apply with respect to the registration of
any proposed transfer of interests in the Temporary Regulation S Global Note:

            (i) The Registrar shall register the transfer of an interest in the
      Temporary Regulation S Global Certificate if (x) the proposed transferor
      has delivered to the Registrar a certificate substantially in the form of
      Exhibit F hereto stating, among other things, that the proposed transferee
      is a Foreign Person or (y) the proposed transferee is a QIB and the
      proposed transferor has checked the box provided for on a certificate
      substantially in the form of Exhibit D(2) stating, or has otherwise
      advised the Company and the Registrar in writing, that the sale has been
      made in compliance with the provisions of Rule 144A to a transferee who is
      a QIB within the meaning of Rule 144A, and is aware that the sale to it is
      being made in reliance on Rule 144A; and

            (ii) if the proposed transferee is an Agent Member, upon receipt by
      the Registrar of the documents referred to in clause (i)(y) above and
      instructions given in accordance with the Depositary's and the Registrar's
      procedures, the Registrar shall reflect on its books and records the date
      and an increase in the principal amount of the Rule 144A Global Note in an
      amount equal to the principal amount of the Temporary Regulation S Global
      Note to be transferred, and the Trustee, as Note Custodian, shall decrease
      the amount of the Temporary Regulation S Global Note.

            (f) Transfers to Foreign Persons. The following provisions shall
apply with respect to any transfer of a Transfer Restricted Security to a
Foreign Person:

                                      -33-


            (i) the Registrar shall register any proposed transfer of a Note to
      a Foreign Person upon receipt of a certificate substantially in the form
      of Exhibit F hereto from the proposed transferor and such certifications,
      legal opinions and other information as the Trustee or the Company may
      reasonably request; and

            (ii) (a) If the proposed transferor is an Agent Member holding a
      beneficial interest in the Rule 144A Global Note or the Note to be
      transferred consists of Certificated Notes, upon receipt by the Registrar
      of (x) the documents, if any, required by paragraph (i) and (y)
      instructions in accordance with the Depositary's and the Registrar's
      procedures, the Registrar shall reflect on its books and records the date
      and a decrease in the principal amount of the Rule 144A Global Note in an
      amount equal to the principal amount of the beneficial interest in the
      Rule 144A Global Note or cancel the Certificated Notes, as the case may
      be, to be transferred, and (b) if the proposed transferee is an Agent
      Member, upon receipt by the Registrar of instructions given in accordance
      with the Depositary's and the Registrar's procedures, the Registrar shall
      reflect on its books and records the date and an increase in the principal
      amount of the Regulation S Global Note in an amount equal to the principal
      amount of the Certificated Notes to be transferred, and the Trustee shall
      decrease the amount of the Rule 144A Global Note.

            (g) The Depositary. The Depositary shall be a clearing agency
registered under the Exchange Act. The Company initially appoints The Depository
Trust Company to act as Depositary with respect to the Global Note. Initially,
the Rule 144A Global Note and the Regulation S Global Note shall be issued to
the Depositary, registered in the name of Cede & Co., as the nominee of the
Depositary, and deposited with the Note Custodian for Cede & Co.

            Notes in Certificated form issued in exchange for all or a part of a
Global Note pursuant to this Section 2.6 shall be registered in such names and
in such authorized denominations as the Depositary, pursuant to instructions
from its direct or indirect participants or otherwise, shall instruct the
Trustee. Upon execution and authentication, the Trustee shall deliver such
Certificated Notes in Certificated form to the persons in whose names such Notes
in Certificated form are so registered.

            Certificated Notes shall be transferred to all beneficial owners in
exchange for their beneficial interests in the Rule 144A Global Note or the
Permanent Regulation S Global Note, as the case may be, if at any time:

            (i) the Depositary for the Notes notifies the Company that the
      Depositary is unwilling or unable to continue as Depositary for the Rule
      144A Global Note or the Permanent Regulation S Global Note, as the case
      may be, and a successor Depositary is not appointed by the Company within
      90 days after delivery of such notice; or

            (ii) the Company, at its sole discretion, notifies the Trustee in
      writing that it elects to cause the issuance of Certificates Notes under
      this Indenture,

and the Company shall execute, and the Trustee shall, upon receipt of an
authentication order in accordance with Section 2.2 hereof, authenticate and
deliver Certificated Notes in an aggregate principal

                                      -34-


amount equal to the principal amount of the Rule 144A Global Note or the
Permanent Regulation S Global Note, as the case may be, in exchange for such
Global Notes.

            (h) Legends.

            (i) Except as permitted by the following paragraphs (ii) and (iii),
      each Note certificate evidencing Global Notes and Certificated Notes (and
      all Notes issued in exchange therefor or substitution thereof) shall (x)
      be subject to the restrictions on transfer set forth in this Section 2.6
      (including those set forth in the legend below) unless such restrictions
      on transfer shall be waived by written consent of the Company, and the
      holder of each Transfer Restricted Security, by such Holder's acceptance
      thereof, agrees to be bound by all such restrictions on transfer and (y)
      bear the legend set forth below (the "Private Placement Legend"):

      THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933,
      AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR
      SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF,
      U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE
      HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
      DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS NOT A U.S.
      PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN
      COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (C) IT IS AN
      ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER
      THE SECURITIES ACT (AN "ACCREDITED INVESTOR"), (2) AGREES THAT IT WILL NOT
      WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE RESELL OR
      OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO INTERMET CORPORATION OR ANY
      SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED
      INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT,
      (C) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR THAT, PRIOR TO SUCH
      TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S.
      BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN
      REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF
      THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE
      FOR THIS NOTE), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION
      IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (E)
      PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
      SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE WITH ANOTHER EXEMPTION
      FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON
      AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO INTERMET CORPORATION IF
      INTERMET CORPORATION SO REQUESTS), OR (G) PURSUANT TO AN EFFECTIVE
      REGISTRATION

                                      -35-


      STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO
      EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE
      EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN
      TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE, IF THE PROPOSED
      TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH
      TRANSFER, FURNISH TO THE TRUSTEE AND INTERMET CORPORATION SUCH
      CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY
      REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO
      AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE
      TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANING GIVEN TO
      THEM BY REGULATION S UNDER THE SECURITIES ACT.

            (ii) Upon any sale or transfer of a Transfer Restricted Security
      (including any Transfer Restricted Security represented by a Global Note)
      pursuant to Rule 144 under the Securities Act or pursuant to an effective
      registration statement under the Securities Act:

            (a) in the case of any Transfer Restricted Security that is a
            Certificated Note, the Registrar shall permit the Holder thereof to
            exchange such Transfer Restricted Security for a Certificated Note
            that does not bear the legend set forth in (i) above and rescind any
            restriction on the transfer of such Transfer Restricted Security;
            and

            (b) in the case of any Transfer Restricted Security represented by a
            Global Note, such Transfer Restricted Security shall not be required
            to bear the legend set forth in (i) above, but shall continue to be
            subject to the provisions of Section 2.6(b) hereof; provided,
            however, that with respect to any request for an exchange of a
            Transfer Restricted Security that is represented by a Global Note
            for a Certificated Note that does not bear the legend set forth in
            (i) above, which request is made in reliance upon Rule 144, the
            Holder thereof shall certify in writing to the Registrar that such
            request is being made pursuant to Rule 144 (such certifications to
            be substantially in the form of Exhibit D(2) hereto).

            (iii) Notwithstanding the foregoing, upon consummation of the
      Exchange Offer, the Company shall issue and, upon receipt of an
      authentication order in accordance with Section 2.2 hereof, the Trustee
      shall authenticate Series B Notes in exchange for Series A Notes accepted
      for exchange in the Exchange Offer, which Series B Notes shall not bear
      the legend set forth in (i) above, and the Registrar shall rescind any
      restriction on the transfer of such Series A Notes, in each case unless
      the Company has notified the Registrar in writing that the Holder of such
      Series A Notes is either (A) a broker-dealer, (B) a Person participating
      in the distribution of the Series A Notes or (C) a Person who is an
      affiliate (as defined in Rule 144A) of the Company.

                                      -36-


            (iv) Each Global Note, whether or not a Transfer Restricted
      Security, shall also bear the following legend on the face thereof:

      THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
      REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF
      A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR
      NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS
      NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE,
      AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY
      AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A
      NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
      DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES
      DESCRIBED IN THE INDENTURE.

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
      THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
      COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
      AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
      SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
      (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
      OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
      INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

            (v) Any Global Note may be endorsed with or have incorporated in the
      text thereof such legends or recitals or changes not inconsistent with the
      provisions of this Indenture as may be required by the Note Custodian, the
      Depositary or by the National Association of Securities Dealers, Inc. in
      order for the Notes to be tradable on the PORTAL Market or tradable on
      Euroclear or Clearstream or as may be required for the Notes to be
      tradable on any other market developed for trading of securities pursuant
      to Rule 144A or Regulation S under the Securities Act or required to
      comply with any applicable law or any regulation thereunder or with the
      rules and regulations of any securities exchange or automated quotation
      system upon which the Notes may be listed or traded or to conform with any
      usage with respect thereto, or to indicate any special limitations or
      restrictions to which any particular Notes are subject.

            (i) Cancellation and/or Adjustment of Global Notes. At such time as
all beneficial interests in Global Notes have been exchanged for Certificated
Notes, redeemed, repurchased or canceled, all Global Notes shall be returned to
or retained and canceled by the Trustee in accordance with Section 2.11 hereof.
At any time prior to such cancellation, if any beneficial interest in a Global
Note is exchanged for Certificated Notes, redeemed, repurchased or canceled, the
principal amount of

                                      -37-


Notes represented by such Global Notes shall be reduced accordingly and an
endorsement shall be made on such Global Note by the Trustee or the Note
Custodian, at the direction of the Trustee, to reflect such reduction. In the
event of any transfer of any beneficial interest between the Rule 144A Global
Note and the Regulation S Global Note in accordance with the standing procedures
and instructions between the Depositary and the Note Custodian and the transfer
restrictions set forth herein, the aggregate principal amount of each of the
Rule 144A Global Note and the Regulation S Global Note shall be appropriately
increased or decreased, as the case may be, and an endorsement shall be made on
each of the Rule 144A Global Note and the Regulation S Global Note by the
Trustee or the Note Custodian, at the direction of the Trustee, to reflect such
reduction or increase.

            (j) General Provisions Relating to Transfers and Exchanges.

            (i) To permit registrations of transfers and exchanges, the Company
shall execute and the Trustee shall authenticate Certificated Notes and Global
Notes at the Registrar's request.

            (ii) No service charge shall be made to a Holder for any
registration of transfer or exchange, but the Company may require payment of a
sum sufficient to cover any transfer tax or similar governmental charge payable
in connection therewith (other than any such transfer taxes or similar
governmental charge payable upon exchange or transfer pursuant to Sections 3.6
and 9.5 hereof).

            (iii) The Registrar shall not be required to register the transfer
of or exchange any Note selected for redemption in whole or in part, except the
unredeemed portion of any Note being redeemed in part.

            (iv) All Certificated Notes and Global Notes issued upon any
registration of transfer or exchange of Certificated Notes or Global Notes shall
be the valid obligations of the Company, evidencing the same debt, and entitled
to the same benefits under this Indenture, as the Certificated Notes or Global
Notes surrendered upon such registration of transfer or exchange.

            (v) The Company shall not be required:

            (a) to issue, to register the transfer of or to exchange Notes
      during a period beginning at the opening of business 15 days before the
      day of any selection of Notes for redemption under Section 3.2 hereof and
      ending at the close of business on the day of selection; or

            (b) to register the transfer of or to exchange any Note so selected
      for redemption in whole or in part, except the unredeemed portion of any
      Note being redeemed in part; or

            (c) to register the transfer of or to exchange a Note between a
      record date and the next succeeding interest payment date.

            (vi) Prior to due presentment of the registration of a transfer of
any Note, the Trustee, any Agent and the Company may deem and treat the Person
in whose name any Note is

                                      -38-


registered as the absolute owner of such Note for the purpose of all payments
with respect to such Notes, and neither the Trustee, any Agent nor the Company
shall be affected by notice to the contrary.

            (vii) The Trustee shall authenticate Certificated Notes and Global
Notes in accordance with the provisions of Section 2.2 hereof.

Section 2.7. Replacement Notes.

            If any mutilated Note is surrendered to the Trustee or either the
Company or the Trustee receives evidence to its satisfaction of the destruction,
loss or theft of any Note, the Company shall issue and the Trustee, upon receipt
of an authentication order in accordance with Section 2.2 hereof, shall
authenticate a replacement Note if the Trustee's requirements for replacement of
Notes are met. If required by the Trustee or the Company, an indemnity bond must
be supplied by the Holder that is sufficient in the judgment of the Trustee and
the Company to protect the Company, the Trustee, any Agent and any
authenticating agent from any loss that any of them may suffer if a Note is
replaced. The Trustee and the Company may charge the Holder for their expenses
in replacing a Note.

            Every replacement Note is an additional obligation of the Company
and shall be entitled to all of the benefits of this Indenture equally and
proportionately with all other Notes duly issued hereunder.

Section 2.8. Outstanding Notes.

            The Notes outstanding at any time are all the Notes authenticated by
the Trustee except for those canceled by it, those delivered to it for
cancellation, those reductions in the interest in a Global Note effected by the
Trustee or the Note Custodian in accordance with the provisions hereof, and
those described in this Section as not outstanding. Except as set forth in
Section 2.9 hereof, a Note does not cease to be outstanding because the Company
or an Affiliate of either of the Company holds the Note.

            If a Note is replaced pursuant to Section 2.7 hereof, it shall cease
to be outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser for value.

            If the principal amount of any Note is considered paid under Section
4.1 hereof, it ceases to be outstanding and interest on it ceases to accrue.

            If the Paying Agent (other than the Company, a Subsidiary or an
Affiliate of any thereof) holds, on a redemption date or maturity date, money
sufficient to pay Notes payable on that date, then on and after that date such
Notes shall be deemed to be no longer outstanding and shall cease to accrue
interest.

                                      -39-


Section 2.9. Treasury Notes.

            In determining whether the Holders of the required principal amount
of Notes have concurred in any direction, waiver or consent, Notes owned by the
Company, the Guarantors or by any Affiliate thereof shall be considered as
though not outstanding, except that for the purposes of determining whether the
Trustee shall be protected in relying on any such direction, waiver of consent,
only Notes that a Responsible Officer of the Trustee knows are so owned shall be
so disregarded. The Company agrees to notify the Trustee of the existence of any
such treasury Notes or Notes owned by the Company, any Guarantor or an Affiliate
thereof.

Section 2.10. Temporary Notes.

            Until Certificated Notes are ready for delivery, the Company may
prepare and the Trustee, upon receipt of an authentication order in accordance
with Section 2.2 hereof, shall authenticate temporary Notes. Temporary Notes
shall be substantially in the form of Certificated Notes, but may have such
variations as the Company considers appropriate for temporary Notes and as shall
be reasonably acceptable to the Trustee. Without unreasonable delay, the Company
shall prepare and the Trustee shall authenticate Certificated Notes in exchange
for temporary Notes.

            Holders of temporary Notes shall be entitled to all of the benefits
of this Indenture.

Section 2.11. Cancellation.

            The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else shall cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall destroy all
canceled Notes in accordance with the Trustee's usual procedures. The Trustee
shall maintain a record of the destruction of all canceled Notes. Certification
of the destruction of all canceled Notes shall be delivered to the Company. The
Company may not issue new Notes to replace Notes that have been paid or that
have been delivered to the Trustee for cancellation.

Section 2.12. Defaulted Interest.

            If the Company defaults in a payment of interest on the Notes, the
Company shall pay the defaulted interest in any lawful manner plus, to the
extent lawful, interest payable on the defaulted interest, to the Persons who
are Holders on a subsequent special record date, in each case at the rate
provided in the Notes and in Section 4.1 hereof. The Company shall notify the
Trustee in writing of the amount of defaulted interest proposed to be paid on
each Note and the date of the proposed payment. The Company shall fix or cause
to be fixed each such special record date and payment date, provided that no
such special record date shall be less than 10 days prior to the related payment
date for such defaulted interest. At least 15 days before the special record
date, the Company (or, upon the written request of the Company, the Trustee in
the name and at the expense of the Company) shall mail or cause to be mailed to
Holders a notice that states the special record date, the related payment date
and the amount of such interest to be paid.

                                      -40-


Section 2.13. Persons Deemed Owners.

            Prior to due presentment of a Note for registration of transfer and
subject to Section 2.12 hereof, the Company, the Trustee, any Paying Agent, any
co-registrar and any Registrar may deem and treat the person in whose name any
Note shall be registered upon the register of Notes kept by the Registrar as the
absolute owner of such Note (whether or not such Note shall be overdue and
notwithstanding any notation of the ownership or other writing thereon made by
anyone other than the Company, any co-registrar or any Registrar) for the
purpose of receiving all payments with respect to such Note and for all other
purposes, and none of the Company, the Trustee, any Paying Agent, any
co-registrar or any Registrar shall be affected by any notice to the contrary.

Section 2.14. CUSIP Numbers.

            The Company in issuing the Notes may use a "CUSIP" number, and if
so, the Trustee shall use the CUSIP number in notices of redemption or exchange
as a convenience to Holders; provided that any such notice may state that no
representation is made as to the correctness or accuracy of the CUSIP number
printed in the notice or on the Notes, and that reliance may be placed only on
the other identification numbers printed on the Notes.

Section 2.15. Designation.

            The Indebtedness evidenced by the Notes and the Guarantees is hereby
irrevocably designated as "senior indebtedness" or such other term denoting
seniority for the purposes of any future Indebtedness of the Company or a
Guarantor which the Company or a Guarantor makes subordinate to any senior
indebtedness or such other term denoting seniority.

                                  ARTICLE III.

                            REDEMPTION AND REPURCHASE

Section 3.1. Notices to Trustee.

            If the Company elects to redeem Notes pursuant to the provisions of
Sections 3.7 or 3.8 hereof, it shall furnish to the Trustee, at least 30 days
but not more than 60 days before the Redemption Date, an Officers' Certificate
setting forth the Section of this Indenture pursuant to which the redemption
shall occur, the Redemption Date, the principal amount of Notes to be redeemed
and the Redemption Price.

            If the Company is required to offer to repurchase Notes pursuant to
the provisions of Section 4.10 or 4.15 hereof, it shall notify the Trustee in
writing, at least 30 days but not more than 60 days before the Purchase Date, of
the Section of this Indenture pursuant to which the repurchase shall occur, the
Purchase Date, the principal amount of Notes required to be repurchased and the
Purchase Price and shall furnish to the Trustee an Officers' Certificate to the
effect that (a) the Company is required to make or has made a Net Proceeds Offer
or a Change of Control Offer, as the case may be, and (b) the conditions set
forth in Section 4.10 or 4.15 hereof, as the case may be, have been satisfied.

                                      -41-


            If the Registrar is not the Trustee, the Company shall, concurrently
with each notice of redemption or repurchase, cause the Registrar to deliver to
the Trustee a certificate (upon which the Trustee may rely) setting forth the
principal amounts of Notes held by each Holder.

Section 3.2. Selection of Notes.

            Except as set forth below, if less than all of the Notes are to be
redeemed, the Trustee shall select the Notes or portions thereof to be redeemed
in compliance with the requirements of the principal national securities
exchange, if any, on which the Notes are listed or, if the Notes are not then
listed on a national securities exchange pro rata, by lot or by such method as
the Trustee shall deem fair and appropriate. In the event of partial redemption
by lot, the particular Notes or portions thereof to be redeemed shall be
selected, unless otherwise provided herein, not less than 25 nor more than 60
days prior to the Redemption Date by the Trustee from the outstanding Notes not
previously called for redemption.

            If less than all of the Notes tendered are to be repurchased
pursuant to the provisions of Section 4.10 hereof, the Trustee shall select the
Notes or portions thereof to be repurchased in compliance with Section 4.10. In
the event of partial repurchase by lot, the particular Notes or portions thereof
to be repurchased shall be selected at the close of business of the last
Business Day prior to the Purchase Date. If less than all of the Notes tendered
are to be repurchased pursuant to the provisions of Section 3.7 or 3.8 hereof,
the Trustee shall select the Notes only pro rata or on as nearly a pro rata
basis as is practicable (subject to DTC procedures), unless such method is
otherwise prohibited.

            The Trustee shall promptly notify the Company in writing of the
Notes or portions thereof selected for redemption or repurchase and, in the case
of any Note selected for partial redemption or repurchase, the principal amount
thereof to be redeemed or repurchased. Notes and portions thereof selected shall
be in amounts of $1,000 or integral multiples of $1,000; except that if all of
the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes
held by such Holder, even if not a multiple of $1,000, shall be redeemed. No
Notes of a principal amount of $1,000 or less shall be redeemed in part.

Section 3.3. Notice of Optional or Special Redemption.

            In the event Notes are to be redeemed pursuant to Section 3.7 or 3.8
hereof, at least 30 days but not more than 60 days before the Redemption Date,
the Company shall mail a notice of redemption to each Holder whose Notes are to
be redeemed in whole or in part, with a copy to the Trustee.

            The notice shall identify the Notes or portions thereof to be
redeemed and shall state:

            (a) the Redemption Date;

            (b) the Redemption Price;

                                      -42-


            (c) if any Note is being redeemed in part, the portion of the
      principal amount of such Note to be redeemed and that, after the
      Redemption Date, upon surrender of such Note, a new Note or Notes in
      principal amount equal to the unredeemed portion will be issued;

            (d) the name and address of the Paying Agent;

            (e) that Notes called for redemption must be surrendered to the
      Paying Agent to collect the Redemption Price, Additional Interest, if any,
      and, unless the Redemption Date is after a record date and or before the
      succeeding interest payment date, accrued interest thereon to the
      Redemption Date;

            (f) that, unless the Company defaults in making the redemption
      payment, interest and any Additional Interest on Notes called for
      redemption will cease to accrue on and after the Redemption Date, and the
      only remaining right of the Holders of such Notes is to receive payment of
      the Redemption Price, any Additional Interest and, unless the Redemption
      Date is after a record date and on or before the succeeding interest
      payment date, accrued interest thereon to the Redemption Date upon
      surrender to the Paying Agent of the Notes redeemed;

            (g) if fewer than all the Notes are to be redeemed, the
      identification of the particular Notes (or portions thereof) to be
      redeemed, as well as the aggregate principal amount of the Notes to be
      redeemed and the aggregate principal amount of Notes to be outstanding
      after such partial redemption; and

            (h) the paragraph of the Notes pursuant to which the Notes called
      for redemption are being redeemed.

            At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; provided that the Company
shall deliver to the Trustee, at least 40 days prior to the Redemption Date, an
Officers' Certificate requesting that the Trustee give such notice and setting
forth the information to be stated in such notice as provided in the preceding
paragraph.

Section 3.4. Effect of Notice of Redemption.

            Once notice of redemption is mailed, Notes or portions thereof
called for redemption become due and payable on the Redemption Date at the
Redemption Price. Upon surrender to any Paying Agent, such Notes or portions
thereof shall be paid at the Redemption Price, plus Additional Interest, if any,
and accrued interest to the Redemption Date; provided, however, that
installments of interest which are due and payable on or prior to the Redemption
Date shall be payable to the Holders of such Notes, registered as such, at the
close of business on the relevant record date for the payment of such
installment of interest.

Section 3.5. Deposit of Redemption Price or Purchase Price.

            On or before each Redemption Date or Purchase Date, the Company
shall irrevocably deposit with the Trustee or with the Paying Agent money
sufficient to pay the aggregate amount due

                                      -43-


on all Notes to be redeemed or repurchased on that date, including without
limitation any accrued and unpaid interest and Additional Interest, if any, to
the Redemption Date or Repurchase Date. The Company, the Trustee or the Paying
Agent shall promptly return to the Company any money not required for that
purpose.

            Unless the Company defaults in making such payment, interest and any
Additional Interest on the Notes to be redeemed or repurchased will cease to
accrue on the applicable Redemption Date or Purchase Date, whether or not such
Notes are presented for payment. If any Note called for redemption shall not be
so paid upon surrender because of the failure of the Company to comply with the
preceding paragraph, interest will be paid on the unpaid principal, from the
applicable Redemption Date or Purchase Date until such principal is paid, and on
any interest not paid on such unpaid principal, in each case at the rate
provided in the Notes and in Section 4.1 hereof.

Section 3.6. Notes Redeemed or Repurchased in Part.

            Upon surrender of a Note that is redeemed or repurchased in part,
the Company shall issue and the Trustee shall authenticate for the Holder at the
expense of the Company a new Note equal in principal amount to portion of the
Note surrendered that is not to be redeemed or repurchased.

Section 3.7. Optional Redemption.

            The Company may redeem any or all of the Notes at any time on or
after June 15, 2006 at the Redemption Prices set forth in the Notes (an
"Optional Redemption"). Any redemption pursuant to this Section 3.7 shall be
made pursuant to the provisions of Sections 3.1 through 3.6 hereof.

Section 3.8. Special Redemption.

            In the event the Company completes one or more Public Equity
Offerings on or before June 15, 2005, the Company, at its option, may use the
net cash proceeds from any such Public Equity Offering to redeem up to 35% of
the original principal amount of the Notes (a "Special Redemption") at a
Redemption Price of 109.750% of the principal amount thereof, together with
accrued and unpaid interest and Additional Interest, if any, to the date of
redemption, provided, however, that at least 65% of the original principal
amount of the Notes issued will remain outstanding immediately after each such
Special Redemption; and provided, further, that such Special Redemption shall
occur within 120 days after the date of the closing of the applicable Public
Equity Offering. Any redemption pursuant to this Section 3.8 shall be made
pursuant to the provisions of Sections 3.1 through 3.6 hereof.

Section 3.9. Repurchase upon Change of Control Offer.

            In the event that, pursuant to Section 4.15 hereof, the Company
shall be required to commence a Change of Control Offer, it shall follow the
procedures specified below.

                                      -44-


            The Change of Control Offer shall remain open for a period from the
date of the mailing of the notice of the Change of Control Offer described in
the next paragraph until a date determined by the Company which is at least 30
but no more than 45 days from the date of mailing of such notice and no longer,
except to the extent that a longer period is required by applicable law (the
"Change of Control Offer Period"). On the Purchase Date, which shall be no later
than the last day of the Change of Control Offer Period, the Company shall
purchase the principal amount of Notes properly tendered in response to the
Change of Control Offer. Payment for any Notes so purchased shall be made in the
same manner as interest payments are made.

            Within 30 days following any Change of Control, the Company shall
send, by first class mail, a notice to the Trustee and each of the Holders. The
notice shall contain all instructions and materials necessary to enable such
Holders to tender Notes pursuant to the Change of Control Offer. The Change of
Control shall be made to all Holders. The notice, which shall govern the terms
of the Change of Control Offer, shall state:

            (a) the transaction or transactions that constitute the Change of
      Control, providing information, to the extent publicly available,
      regarding the Person or Persons acquiring control, and stating that the
      Change of Control Offer is being made pursuant to this Section 3.9 and
      Section 4.15 hereof and that, to the extent lawful, all Notes tendered
      will be accepted for payment;

            (b) the Purchase Price, the last day of the Change of Control Offer
      Period, and the Purchase Date;

            (c) that any Note not properly tendered or otherwise not accepted
      for repurchase will continue to accrue interest and Additional Interest,
      if any;

            (d) that, unless the Company defaults in the payment of the amount
      due on the Purchase Date, all Notes or portions thereof accepted for
      repurchase pursuant to the Change of Control Offer shall cease to accrue
      interest and Additional Interest, if any, after the Purchase Date;

            (e) that Holders electing to have any Notes purchased pursuant to
      the Change of Control Offer will be required to tender the Notes, with the
      form entitled Option of Holder To Elect Purchase on the reverse of the
      Notes completed, or transfer by book-entry transfer, to the Company, a
      Depositary, if appointed by the Company, or a Paying Agent at the address
      specified in the notice not later than the third Business Day preceding
      the Purchase Date;

            (f) that Holders will be entitled to withdraw their election if the
      Company, the Depositary or the Paying Agent, as the case may be, receives,
      not later than the expiration of the Change of Control Offer Period, a
      telegram, facsimile transmission or letter setting forth the name of the
      Holder, the principal amount of Notes delivered for repurchase, and a
      statement that such Holder is withdrawing his election to have the Notes
      redeemed in whole or in part; and

                                      -45-


            (g) that Holders whose Notes are being repurchased only in part will
      be issued new Notes equal in principal amount to the portion of the Notes
      tendered (or transferred by book-entry transfer) that is not to be
      repurchased, which portion must be equal to $1,000 in principal amount or
      an integral multiple thereof.

            On or before the Purchase Date, the Company shall to the extent
lawful, (i) accept for payment all Notes or portions thereof properly tendered
pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent an
amount equal to the Purchase Price, together with accrued and unpaid interest
and Additional Interest, if any, thereon to the Purchase Date in respect of all
Notes or portions thereof so tendered and accepted for repurchase and (iii)
deliver or cause to be delivered to the Trustee the Notes so accepted together
with an Officers' Certificate stating the aggregate principal amount of Notes or
portions thereof being repurchased by the Company. The Paying Agent shall
promptly (but in any case not later than five days after the Purchase Date) mail
to each Holder of Notes so repurchased the amount due in connection with such
Notes, and the Company shall promptly issue a new Note, and the Trustee, upon
written request from the Company in the form of an Officers' Certificate shall
authenticate and mail or deliver (or cause to transfer by book entry) to each
relevant Holder a new Note, in a principal amount equal to any unpurchased
portion of the Notes surrendered to the Holder thereof; provided that each such
new Note shall be in a principal amount of $l,000 or and integral multiple
thereof. The Company shall publicly announce the results of the Change of
Control Offer on or as soon as practicable after the Purchase Date.

            If the Purchase Date is on or after an interest record date and on
or before the related interest payment date, any accrued and unpaid interest and
Additional Interest, if any, in each case to the Purchase Date, shall be paid to
the Person in whose name a Note is registered at the close of business on such
record date, and no additional interest shall be payable to Holders pursuant to
the Change of Control Offer.

Section 3.10. Repurchase upon Application of Excess Proceeds.

            In the event that, pursuant to Section 4.10 hereof, the Company
shall be required to commence a Net Proceeds Offer, it shall follow the
procedures specified below.

            The notice shall contain all instructions and materials necessary to
enable such Holders to tender Notes pursuant to the Net Proceeds Offer. The Net
Proceeds Offer shall be made to all Holders. Each Net Proceeds Offer will be
mailed to the record Holders as shown on the register of Holders within 30 days
following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and
shall comply with the procedures set forth in this Indenture. Upon receiving
notice of the Net Proceeds Offer, Holders may elect to tender their Notes in
whole or in part in integral multiples of $1,000 in exchange for cash. A Net
Proceeds Offer shall remain open for a period of 20 business days or such longer
period as may be required by law. The notice, which shall govern the terms of
the Net Proceeds Offer, shall state:

            (a) that the Net Proceeds Offer is being made pursuant to this
      Section 3.10 and Section 4.10 hereof;

                                      -46-


            (b) the Net Proceeds Offer Amount, the Purchase Price and the
      Purchase Date;

            (c) that any Note not properly tendered or otherwise not accepted
      for repurchase shall continue to accrue interest and Additional Interest,
      if any;

            (d) that, unless the Company defaults in the payment of the amount
      due on the Purchase Date, all Notes or portions thereof accepted for
      repurchase pursuant to the Net Proceeds Offer shall cease to accrue
      interest and Additional Interest, if any, after the Purchase Date;

            (e) that Holders electing to have any Notes repurchased pursuant to
      any Net Proceeds Offer shall be required to tender the Notes, with the
      form entitled Option of Holder To Elect Purchase on the reverse of the
      Notes completed, or transfer by book-entry transfer, to the Company, a
      Depositary, if appointed by the Company, or a Paying Agent at the address
      specified in the notice prior to the close of business on the third
      Business Day preceding the Purchase Date;

            (f) that Holders will be entitled to withdraw their election if the
      Company, the Depositary or the Paying Agent, as the case may be, receives,
      not later than the Purchase Date, a telegram, facsimile transmission or
      letter setting forth the name of the Holder, the principal amount of the
      Notes delivered for repurchase and a statement that such Holder is
      withdrawing his election to have such Notes repurchased in whole or in
      part; and

            (g) that, to the extent Holders properly tender Notes in an amount
      exceeding the Net Proceeds Offer Amount, the tendered Notes will be
      purchased pro rata based on the aggregate amounts of Notes tendered (and
      the Trustee shall select the tendered Notes of tendering Holders pro rata
      based on the amount of Notes tendered.

            On or before the Purchase Date, the Company shall to the extent
lawful, (i) accept for payment, pro rata in accordance with this Indenture to
the extent necessary, the Net Proceeds Offer Amount of Notes or portions thereof
properly tendered pursuant to the Net Proceeds Offer, or if less than the Net
Proceeds Offer Amount has been tendered, all Notes properly tendered, (ii)
deposit with the Paying Agent an amount equal to the Purchase Price, plus
accrued and unpaid interest and Additional Interest, if any, thereon to the
Purchase Date in respect of all Notes or portions thereof so tendered and
accepted for repurchase and (iii) deliver or cause to be delivered to the
Trustee the Notes so accepted together with an Officers' Certificate stating the
aggregate principal amount of Notes or portions thereof being repurchased by the
Company. The Paying Agent shall promptly (but in any case not later than five
days after the Purchase Date) mail to each Holder of Notes so repurchased the
amount due in connection with such Notes, and the Company shall promptly issue a
new Note, and the Trustee, upon written request from the Company in the form of
an Officers' Certificate shall authenticate and mail or deliver such new Note to
such Holder, in a principal amount equal to any unpurchased portion to the
Holder thereof; provided that each such new Note shall be in a principal amount
of $1,000 or an integral multiple thereof. The Company shall publicly announce
the results of the Net Proceeds Offer on or as soon as practicable after the
Purchase Date.

                                      -47-


            If the Purchase Date is on or after an interest record date and on
or before the related interest payment date, any accrued and unpaid interest and
Additional Interest, if any, in each case to the Purchase Date, shall be paid to
the Person in whose name a Note is registered at the close of business on such
record date, and no additional interest shall be payable to Holders to the Net
Proceeds Offer.

                                   ARTICLE IV.

                                    COVENANTS

Section 4.1. Payment of Principal and Interest.

            The Company shall pay or cause to be paid the principal, Redemption
Price and Purchase Price of, and interest on the Notes on the dates, in the
amounts and in the manner provided herein and in the Notes. Principal,
Redemption Price, Purchase Price and interest shall be considered paid on the
date due if the Paying Agent, if other than the Company, holds as of 12:00 noon
Eastern Time on the due date money deposited by the Company in immediately
available funds and designated for and sufficient to pay the aggregate amount
then due. The Company shall pay all Additional Interest, if any, on the dates,
in the amounts and in the manner set forth in the Registration Rights Agreement.

            The Company shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue principal, Redemption Price
and Purchase Price at the rate equal to 1% per annum in excess of the then
applicable interest rate on the Notes to the extent lawful; it shall pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest and Additional Interest
(without regard to any applicable grace period) at the same rate to the extent
lawful.

Section 4.2. Maintenance of Office or Agency.

            The Company shall maintain in the Borough of Manhattan, the City of
New York, an office or agency (which may be an office of the Trustee or an
affiliate of the Trustee, Registrar or co-registrar) where Notes may be
surrendered for registration of transfer or for exchange and where notices and
demands to or upon the Company in respect of the Notes and this Indenture may be
served. The Company shall give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Office of
the Trustee.

            The Company may also from time to time designate one or more other
offices or agencies where the Notes may be presented or surrendered for any or
all such purposes and may from time to time rescind such designations provided,
however, that no such designation or rescission shall in any manner relieve the
Company of its obligations to maintain an office or agency in the Borough of
Manhattan, the City of New York, for such purposes. The Company shall give
prompt written

                                      -48-


notice to the Trustee of any such designation or rescission and of any change in
the location of any such other office or agency.

            The Company hereby designates the Corporate Trust Office of the
Trustee as one such office or agency of the Company in accordance with Section
2.3. The Trustee may resign such agency at any time by giving written notice to
the Company no later than 30 days prior to the effective date of such
resignation.

Section 4.3. Reports.

            Whether or not required by the rules and regulations of the
Commission, so long as any Notes are outstanding, the Company will furnish to
the Trustee:

            (i) all quarterly and annual financial information that would be
      required to be contained in a filing with the Commission on Forms 10-Q and
      10-K if the Company were required to file such Forms, including a
      "Management's Discussion and Analysis of Financial Condition and Results
      of Operations" that describes the financial condition and results of
      operations of the Company and its consolidated Subsidiaries and, with
      respect to the annual information only, a report thereon by the Company's
      certified independent accountants; and

            (ii) all current reports that would be required to be filed with the
      Commission on Form 8-K if the Company were required to file such reports,

in each case within the time periods specified in the Commission's rules and
regulations. The Company shall at all times comply with TIA Section 314(a).

            In addition, following the consummation of the Exchange Offer,
whether or not required by the rules and regulations of the Commission, the
Company shall use its reasonable best efforts to file a copy of all such
information and reports with the Commission for public availability within the
time periods specified in the Commission's rules and regulations (unless the
Commission will not accept such a filing) and make such information available to
securities analysts and prospective investors upon request. In addition, the
Company has agreed that, for so long as any Notes remain outstanding, it will
furnish to the Holders and to securities analysts and prospective investors,
upon their request, the information required to be delivered pursuant to Rule
144A(d)(4) under the Securities Act.

Section 4.4. Compliance Certificate.

            The Company and each Guarantor shall deliver to the Trustee, within
105 days after the end of each fiscal year, an Officers' Certificate further
stating that a review of the activities of the Company and its Subsidiaries
during the preceding fiscal year has been made under the supervision of the
signing Officers with a view to determining whether the Company has kept,
observed, performed and fulfilled its obligations under this Indenture in all
material respects, and further stating, as to each such Officer signing such
certificate, that to the best of his or her knowledge the Company has kept,
observed, performed and fulfilled each and every covenant contained in this
Indenture in all material

                                      -49-


respects and is not in Default in the performance or observance of any of the
terms, provisions and conditions of this Indenture (and, if a Default or Event
of Default shall have occurred, describing all such Defaults or Events of
Default) of which he or she may have knowledge, and that to the best of his or
her knowledge no event has occurred and remains in existence by reason of which,
payments on account of the principal of or interest, if any, on the Notes is
prohibited or if such event has occurred, a description of the event.

            The Company shall, so long as any of the Notes are outstanding,
deliver to the Trustee, promptly upon any Officer of the Company becoming aware
of any Default or Event of Default an Officers' Certificate specifying such
Default or Event of Default.

Section 4.5. Taxes.

            The Company shall pay or discharge, and shall cause each of its
Subsidiaries to pay or discharge, prior to delinquency, all material taxes,
assessments, and governmental levies except such as are contested in good faith
and by appropriate proceedings or where the failure to effect such payment is
not adverse in any material respect to the Holders of the Notes.

Section 4.6. Stay, Extension and Usury Laws.

            The Company covenants (to the extent that it may lawfully do so)
that it shall not at any time insist upon, plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay, extension or usury law
wherever enacted, now or at any time hereafter in force, that may affect the
covenants or the performance of this Indenture; and the Company (to the extent
that it may lawfully do so) hereby expressly waives all benefit or advantage of
any such law, and covenants shall it shall not, by resort to any such law,
hinder, delay or impede the execution of any power herein granted to the
Trustee, but shall suffer and permit the execution of every such power as though
such law has not been enacted.

Section 4.7. Limitation on Restricted Payments.

            The Company will not, and will not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly:

            (1) declare or pay any dividend or make any distribution (other than
      dividends or distributions payable in Qualified Capital Stock of the
      Company) on or in respect of shares of the Company's Capital Stock to
      holders of such Capital Stock in their capacity as such;

            (2) purchase, redeem or otherwise acquire or retire for value any
      Capital Stock of the Company or any warrants, rights or options to
      purchase or acquire shares of any class of such Capital Stock;

            (3) make any principal payment on, purchase, defease, redeem,
      prepay, decrease or otherwise acquire or retire for value, prior to any
      scheduled final maturity, scheduled repayment or scheduled sinking fund
      payment, any Subordinated Indebtedness; or

                                      -50-


            (4) make any Investment (other than Permitted Investments) (each of
      the foregoing actions set forth in clauses (1), (2), (3) and (4) being
      referred to as a "Restricted Payment");

if at the time of such Restricted Payment or immediately after giving effect
thereto,

            (i) a Default or an Event of Default shall have occurred and be
      continuing;

            (ii) the Company is not able to incur at least $1.00 of additional
      Indebtedness (other than Permitted Indebtedness) in compliance with
      Section 4.9 hereof; or

            (iii) the aggregate amount of Restricted Payments (including such
      proposed Restricted Payment) made subsequent to the Issue Date (the amount
      expended for such purpose, if other than in cash, being the fair market
      value of such property shall exceed the sum (the "Restricted Payments
      Basket") of:

                  (v) $5.0 million;

                  (w) 50% of the cumulative Consolidated Net Income (or if
            cumulative Consolidated Net Income shall be a loss, minus 100% of
            such loss) of the Company earned subsequent to the Issue Date and on
            or prior to the date the Restricted Payment occurs (the "Reference
            Date") (treating such period as a single accounting period); plus

                  (x) 100% of the aggregate net cash proceeds received by the
            Company from any Person (other than a Subsidiary of the Company)
            from the issuance and sale subsequent to the Issue Date and on or
            prior to the Reference Date of Qualified Capital Stock of the
            Company or warrants, options or other rights to acquire Qualified
            Capital Stock of the Company (but excluding any debt security that
            is convertible into, or exchangeable for, Qualified Capital Stock)
            (excluding any net cash proceeds from a Public Equity Offering to
            the extent used to redeem the Notes in compliance with the
            provisions of Section 3.8 hereof); plus

                  (y) without duplication of any amounts included in clause
            (iii)(x) above, 100% of the aggregate net cash proceeds of any
            equity contribution received by the Company from a holder of the
            Company's Capital Stock (excluding any net cash proceeds from a
            Public Equity Offering to the extent used to redeem the Notes in
            compliance with the provisions set forth under Section 3.8 hereof;
            plus

                  (z) without duplication, the sum of:

                        (1) the aggregate amount returned in cash on or with
                  respect to Investments (other than Permitted Investments) made
                  subsequent to the Issue Date whether through interest
                  payments, principal payments, dividends or other distributions
                  or payments (including royalty payments);

                                      -51-


                        (2) the net cash proceeds received by the Company or any
                  of its Restricted Subsidiaries from the disposition of all or
                  any portion of such Investments (other than to a Restricted
                  Subsidiary of the Company); and

                        (3) any dividends paid in cash received by the Company
                  or a Restricted Subsidiary after the Issue Date from any
                  Unrestricted Subsidiary to the extent such dividends were not
                  otherwise included in Consolidated Net Income; and

                        (4) upon redesignation of an Unrestricted Subsidiary as
                  a Restricted Subsidiary, the fair market value of such
                  Subsidiary;

            provided, however, that the sum of clauses (1), (2), (3) and (4)
            above shall not exceed the aggregate amount of all such Investments
            made subsequent to the Issue Date.

            The foregoing provisions of this Section do not prohibit:

            (1) the payment of any dividend within 60 days after the date of
      declaration of such dividend if the dividend would have been permitted on
      the date of declaration;

            (2) if no Default or Event of Default shall have occurred and be
      continuing, the acquisition of any shares of Capital Stock of the Company,
      either (i) solely in exchange for shares of Qualified Capital Stock of the
      Company or (ii) through the application of net proceeds of a substantially
      concurrent sale for cash (other than to a Subsidiary of the Company) of
      shares of Qualified Capital Stock of the Company;

            (3) if no Default or Event of Default shall have occurred and be
      continuing, the repurchase, redemption or other repayment of any
      Subordinated Indebtedness either (i) solely in exchange for shares of
      Qualified Capital Stock of the Company, or (ii) through the application of
      net proceeds of a substantially concurrent sale for cash (other than to a
      Subsidiary of the Company) of (a) shares of Qualified Capital Stock of the
      Company or (b) Refinancing Indebtedness;

            (4) if no Default or Event of Default shall have occurred and be
      continuing, repurchases by the Company of Common Stock of the Company from
      employees of the Company or any of its Subsidiaries or their authorized
      representatives upon the death, disability or termination of employment of
      such employees, in an aggregate amount not to exceed $2.5 million in any
      calendar year; and

            (5) the payment of a dividend on the Company's Common Stock (other
      than Disqualified Capital Stock) of up to $.04 per share per quarter;
      provided that such amount per share shall be reduced or increased, as the
      case may be, in proportion to any stock splits, reverse stock splits or
      dividends paid in Common Stock so that the aggregate dividend payable
      immediately following such split or dividend paid in Common Stock is no
      greater than the aggregate dividend payable before such split or dividend
      paid in Common Stock.

                                      -52-


            In determining the aggregate amount of the Restricted Payments
Basket, amounts expended pursuant to the immediately preceding clauses (1), (4)
and (5) shall be included in such calculation. No issuance and sale of Qualified
Capital Stock pursuant to the immediately preceding clause (2) or (3) shall
increase the Restricted Payments Basket, except to the extent the proceeds
thereof exceed the amounts used to effect the transactions described therein.

Section 4.8. Limitation on Dividend and Other Payment Restrictions Affecting
             Subsidiaries.

            The Company will not, and will not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or
permit to exist or become effective any consensual encumbrance or restriction on
the ability of any such Restricted Subsidiary of the Company to:

            (1) pay dividends or make any other distributions on or in respect
      of its Capital Stock;

            (2) make loans or advances or to pay any Indebtedness or other
      obligation owed to the Company or any other Restricted Subsidiary of the
      Company; or

            (3) transfer any of its property or assets to the Company or any
      other Restricted Subsidiary of the Company,

except for such encumbrances or restrictions existing under or by reason of:

            (a) applicable law;

            (b) this Indenture, the Notes and the Guarantees;

            (c) customary non-assignment provisions of any contract or any lease
      governing a leasehold interest of the Company or any Restricted Subsidiary
      of the Company;

            (d) any agreement or instrument governing Acquired Indebtedness,
      which encumbrance or restriction is not applicable to any Person, or the
      properties or assets of any Person, other than the Person or the
      properties or assets of the Person so acquired;

            (e) agreements or instruments existing on the Issue Date to the
      extent and in the manner such encumbrances and restrictions are in effect
      on the Issue Date, including without limitation the Credit Agreement;

            (f) any agreement for the sale or other disposition of a Restricted
      Subsidiary that restricts distributions by that Restricted Subsidiary
      pending its sale or other disposition;

            (g) Liens securing Indebtedness that limit the right of the debtor
      to dispose of the assets subject to such Lien;

                                      -53-


            (h) provisions with respect to the disposition or distribution of
      assets or property in joint venture agreements, asset sale agreements,
      stock sale agreements and other similar agreements entered into in the
      ordinary course of business;

            (i) restrictions on cash or other deposits or net worth imposed by
      customers under contracts entered into in the ordinary course of business;

            (j) customary provisions in agreements with respect to Permitted
      Joint Ventures;

            (k) any instrument governing Indebtedness of a Foreign Restricted
      Subsidiary;

            (l) any encumbrance or restriction of a Securitization Entity
      effected in connection with a Qualified Securitization Transaction; and

            (m) an agreement governing Indebtedness incurred to Refinance the
      Indebtedness issued, assumed or incurred pursuant to an agreement referred
      to in clause (b), (d), (e), (g), (k) or (l) above or any amendments,
      modifications, restatements, renewals, increases, supplements, refundings,
      replacements or refinancings thereof; provided, however, that the
      provisions relating to such encumbrance or restriction contained in any
      such Indebtedness or amendments, etc. are no less favorable to the Company
      in any material respect (as determined by the senior management of the
      Company in respect of Indebtedness less than $10.0 million or the Board of
      Directors of the Company in respect of Indebtedness of $10.0 million or
      greater, in each case in their reasonable and good faith judgment) than
      the provisions relating to such encumbrance or restriction contained in
      agreements referred to in such clause (b), (d), (e), (g), (k) or (l).

Section 4.9. Limitation on Incurrence of Additional Indebtedness.

            (a) The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, assume, guarantee,
acquire, become liable, contingently or otherwise, with respect to, or otherwise
become responsible for payment of (collectively, "incur") any Indebtedness
(other than Permitted Indebtedness); provided, however, that if no Default or
Event of Default shall have occurred and be continuing at the time of or as a
consequence of the incurrence of any such Indebtedness, the Company or any of
its Restricted Subsidiaries that is or, upon such incurrence, becomes a
Guarantor may incur Indebtedness (including, without limitation, Acquired
Indebtedness) and any Restricted Subsidiary of the Company that is not or will
not, upon such incurrence, become a Guarantor may incur Acquired Indebtedness,
in each case if on the date of the incurrence of such Indebtedness, after giving
effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio
of the Company is (i) greater than 2.0 to 1.0. The Company and its Restricted
Subsidiaries may incur Permitted Indebtedness without complying with the
restrictions set forth above.

            (b) The Company will not, and will not permit any Guarantor to,
directly or indirectly, incur any Indebtedness which by its terms (or by the
terms of any agreement governing such Indebtedness) is expressly subordinated in
right of payment to any other Indebtedness of the Company or such Guarantor, as
the case may be, unless such Indebtedness is also by its terms (or by the terms

                                      -54-


of any agreement governing such Indebtedness) made expressly subordinate to the
Notes or the applicable Guarantee, as the case may be, to the same extent and in
the same manner as such Indebtedness is subordinated to other Indebtedness of
the Company or such Guarantor, as the case may be.

Section 4.10. Limitation on Asset Sales.

            (A) The Company will not, and will not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless:

            (1) the Company or the applicable Restricted Subsidiary, as the case
      may be, receives consideration at the time of such Asset Sale at least
      equal to the fair market value of the assets sold or otherwise disposed
      of;

            (2) at least 75% of the consideration received by the Company or the
      Restricted Subsidiary, as the case may be, from such Asset Sale shall be
      in the form of cash or Cash Equivalents and is received at the time of
      such disposition; and

            (3) upon the consummation of an Asset Sale, the Company shall apply,
      or cause such Restricted Subsidiary to apply, the Net Cash Proceeds
      relating to such Asset Sale within 365 days of receipt thereof either:

                  (a) to prepay any Indebtedness under the Credit Agreement and
            effect a permanent reduction in the availability thereunder;

                  (b) to make an Investment in properties and assets that
            replace the properties and assets that were the subject of such
            Asset Sale or in properties and assets that will be used, or Capital
            Stock of a Person engaged, in a Permitted Business ("Replacement
            Assets"); and/or

                  (c) a combination of prepayment and investment permitted by
            the foregoing clauses (3)(a) and (3)(b).

            (B) On the 366th day after an Asset Sale or such earlier date, if
any, as the Board of Directors of the Company or of such Restricted Subsidiary
determines not to apply the Net Cash Proceeds relating to such Asset Sale as set
forth in clauses (3)(a), (3)(b) and (3)(c) of paragraph (A) of this Section
(each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash
Proceeds which have not been applied on or before such Net Proceeds Offer
Trigger Date as permitted in clauses (3)(a), (3)(b) and (3)(c) of the paragraph
(A) of this Section (each a "Net Proceeds Offer Amount") shall be applied by the
Company or such Restricted Subsidiary to make an offer to purchase (the "Net
Proceeds Offer") pursuant to Section 3.10 and this Section 4.10 to all Holders
on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than
45 days following the applicable Net Proceeds Offer Trigger Date, from all
Holders pro rata, that amount of Notes equal to the Net Proceeds Offer Amount at
a price equal to 100% of the principal amount of the Notes to be purchased, plus
accrued and unpaid interest thereon, if any, to the date of purchase.

                                      -55-


            (C) If at any time any non-cash consideration received by the
Company or any Restricted Subsidiary of the Company, as the case may be, in
connection with any Asset Sale is converted into or sold or otherwise disposed
of for cash (other than interest received with respect to any such non-cash
consideration), then such conversion or disposition shall be deemed to
constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be
applied in accordance with this Section.

            (D) The Company may defer the Net Proceeds Offer until there is an
aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $20.0
million resulting from one or more Asset Sales (at which time, the entire
unutilized Net Proceeds Offer Amount, and not just the amount in excess of $20.0
million, shall be applied as required pursuant to this Section).

            (E) In the event of the transfer of substantially all (but not all)
of the property and assets of the Company and its Restricted Subsidiaries as an
entirety to a Person in a transaction permitted under Section 5.1 hereof, which
transaction does not constitute a Change of Control, the successor corporation
shall be deemed to have sold the properties and assets of the Company and its
Restricted Subsidiaries not so transferred for purposes of this Section, and
shall comply with the provisions of this Section with respect to such deemed
sale as if it were an Asset Sale. In addition, the fair market value of such
properties and assets of the Company or its Restricted Subsidiaries deemed to be
sold shall be deemed to be Net Cash Proceeds for purposes of this Section.

            (F) Notwithstanding paragraphs (A) and (B) of this Section 4.10, the
Company and its Restricted Subsidiaries will be permitted to consummate an Asset
Sale without complying with such paragraphs to the extent that:

            (i) at least 75% of the consideration for such Asset Sale
      constitutes Replacement Assets; and

            (ii) such Asset Sale is for fair market value; provided that any
      cash or Cash Equivalents received by the Company or any of its Restricted
      Subsidiaries in connection with any Asset Sale permitted to be consummated
      under this paragraph shall constitute Net Cash Proceeds subject to the
      provisions of paragraphs (A) and (B) of this Section 4.10.

            (G) The Company will comply with the requirements of Rule 14e-1
under the Exchange Act and any other securities laws and regulations to the
extent such laws and regulations are applicable in connection with the
repurchase of Notes pursuant to a Net Proceeds Offer. To the extent that the
provisions of any securities laws or regulations conflict with this Section
4.10, the Company shall comply with the applicable securities laws and
regulations and shall not be deemed to have breached its obligations under this
Section 4.10 hereof by virtue thereof.

Section 4.11. Limitations on Transactions with Affiliates.

            The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, enter into or permit to exist any
transaction or series of related transactions (including, without limitation,
the purchase, sale, lease or exchange of any property or the rendering of

                                      -56-


any service) with, or for the benefit of, any of its Affiliates (each an
"Affiliate Transaction"), other than (x) Affiliate Transactions permitted under
the fourth paragraph of this Section and (y) Affiliate Transactions on terms
that are no less favorable than those that might reasonably have been obtained
in a comparable transaction at such time on an arm's-length basis from a Person
that is not an Affiliate of the Company or such Restricted Subsidiary.

            All Affiliate Transactions (and each series of related Affiliate
Transactions which are similar or part of a common plan) involving aggregate
payments or other property with a fair market value in excess of (a) $5.0
million shall be approved by senior management of the Company or such Restricted
Subsidiary (or, where such senior management is a proposed party to such
Affiliate Transaction, the Board of Directors of the Company or such Restricted
Subsidiary), as the case may be, such approval to be evidenced by an Officers'
Certificate stating that such senior management or Board of Directors has
determined that such transaction complies with the foregoing provisions; and (b)
$10.0 million shall be approved by the Board of Directors of the Company or such
Restricted Subsidiary, as the case may be, such approval to be evidenced by a
Board Resolution stating that such senior management or Board of Directors has
determined that such transaction complies with the foregoing provisions.

            If the Company or any Restricted Subsidiary of the Company enters
into an Affiliate Transaction (or a series of related Affiliate Transactions
related to a common plan) that involves an aggregate fair market value of more
than $15.0 million, the Company or such Restricted Subsidiary, as the case may
be, shall, prior to the consummation thereof, obtain a favorable opinion as to
the fairness of such transaction or series of related transactions to the
Company or the relevant Restricted Subsidiary, as the case may be, from a
financial point of view, issued by an Independent Financial Advisor and file the
same with the Trustee.

            The restrictions set forth in the first paragraph of this Section
4.11 shall not apply to:

            (1) reasonable fees and compensation paid to and indemnity and
      reimbursement provided on behalf of officers, directors, employees or
      consultants of the Company or any Restricted Subsidiary of the Company as
      determined in good faith by the Company's Board of Directors or senior
      management;

            (2) any employment agreement entered into by the Company or any of
      its Restricted Subsidiaries in the ordinary course of business;

            (3) the grant of stock options, restricted stock or similar rights
      to the Company's or any of the Restricted Subsidiaries' employees,
      directors, officers and consultants pursuant to plans approved by the
      Board of Directors of the Company;

            (4) loans or advances to employees or consultants in the ordinary
      course of business, consistent with past practices;

                                      -57-


            (5) transactions exclusively between or among the Company and any of
      its Restricted Subsidiaries or exclusively between or among such
      Restricted Subsidiaries, provided such transactions are not otherwise
      prohibited by this Indenture;

            (6) transactions exclusively between or among the Company or any of
      its Restricted Subsidiaries and a Permitted Joint Venture in the ordinary
      course of business and customary for transactions of such type, provided
      such transactions are not otherwise prohibited by this Indenture;

            (7) any agreement as in effect as of the Issue Date or any amendment
      thereto or any transaction contemplated thereby (including pursuant to any
      amendment thereto) in any replacement agreement thereto so long as any
      such amendment or replacement agreement is not more disadvantageous to the
      Holders in any material respect than the original agreement as in effect
      on the Issue Date as reasonably determined by the Board of Directors or
      senior management of the Company;

            (8) transactions effected as part of a Qualified Securitization
      Transaction; and

            (9) Restricted Payments, Permitted Investments or Permitted Liens
      permitted by this Indenture.

Section 4.12. Limitation on Liens.

            The Company will not, and will not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly, create, incur, assume or
permit or suffer to exist any Liens (other than Permitted Liens) of any kind
against or upon any property or assets of the Company or any of its Restricted
Subsidiaries whether owned on the Issue Date or acquired after the Issue Date,
or any proceeds therefrom, or assign or otherwise convey any right to receive
income or profits therefrom unless:

            (1) in the case of Liens securing Subordinated Indebtedness, the
      Notes are secured by a Lien on such property, assets, proceeds, income or
      profits that is senior in priority to such Liens; and

            (2) in all other cases, the Notes are equally and ratably secured by
      a Lien on such property, assets, proceeds, income or profits.

            In the event that any Lien the existence of which gives rise to a
Lien securing the Notes pursuant to the provisions of this Section ceases to
exist, the Lien securing the Notes required by this Section shall automatically
be released and the Trustee shall execute appropriate documentation.

                                      -58-


Section 4.13. Continued Existence.

            Subject to Article V hereof, the each of Company and the Guarantors
shall do or cause to be done all things necessary to preserve and keep in full
force and effect (i) its corporate or other existence in accordance with the
organizational documents (as the same may be amended from time to time) of the
Company or such Guarantor and (ii) the material rights (charter and statutory),
licenses and franchises of the Company or such Guarantor, except to the extent
that the applicable Board of Directors determines in good faith that the
preservation of such right, license or franchise is no longer necessary or
desirable in the conduct of the business of the Company or such Guarantor and
that the loss thereof is not disadvantageous in any material respect to the
Holders.

Section 4.14. Insurance Matters.

            The Company shall provide or cause to be provided, for itself and
each of its Subsidiaries, insurance (including appropriate self-insurance)
against loss or damage of the kinds that, in the reasonable, good faith opinion
of the Company, are adequate and appropriate for the conduct of the business of
the Company and its Subsidiaries in a prudent manner, with reputable insurers or
with the government of the United States of America or an agency or
instrumentality thereof, in such amounts, with such deductibles, and by such
methods as shall be either (i) consistent with past practices of the Company or
the applicable Subsidiary or (ii) customary, in the reasonable, good faith
opinion of the Company, for corporations similarly situated in the industry,
unless the failure to provide such insurance (together with all other such
failures) would not have a material adverse effect on the financial condition or
results of operations of the Company and its Subsidiaries, taken as a whole.

Section 4.15. Offer to Repurchase upon Change of Control.

            Upon the occurrence of a Change of Control, each Holder of Notes
shall have the right to require the Company to repurchase all or any part (equal
to $1,000 or an integral multiple thereof) of such Holder's Notes (a "Change of
Control Offer") at a Purchase Price in cash equal to 101% of the aggregate
principal amount thereof, together with accrued and unpaid interest and
Additional Interest, if any, thereon to the Purchase Date. The Change of Control
Offer shall be made in compliance with the applicable procedures set forth in
Article III hereof and shall include all instructions and materials necessary to
enable Holders to tender their Notes.

            The Company will not be required to make a Change of Control Offer
upon a Change of Control if a third party makes the Change of Control Offer in
the manner, at the times and otherwise in compliance with the requirements set
forth in this Indenture applicable to a Change of Control Offer made by the
Company and purchases all Notes validly tendered and not withdrawn under such
Change of Control Offer.

            The Company will comply with the requirements of Rule 14e-1 under
the Exchange Act and any other securities laws and regulations to the extent
such laws and regulations are applicable in connection with the repurchase of
Notes pursuant to a Change of Control Offer. To the extent that the provisions
of any securities laws or regulations conflict with this Section 4.15, the
Company

                                      -59-


shall comply with the applicable securities laws and regulations and shall not
be deemed to have breached its obligations under this Section 4.15 by virtue
hereof.

Section 4.16. Additional Subsidiary Guarantees.

            If the Company or any of its Restricted Subsidiaries transfers or
causes to be transferred, in one transaction or a series of related
transactions, any assets having a book value in excess of $2.0 million to any
Domestic Restricted Subsidiary that is not a Guarantor, or if the Company or any
of its Restricted Subsidiaries shall organize, acquire or otherwise invest in
another Domestic Restricted Subsidiary having total assets with a book value in
excess of $2.0 million, then such transferee or acquired or other Restricted
Subsidiary shall:

            (1) execute and deliver to the Trustee a supplemental indenture in
      form reasonably satisfactory to the Trustee pursuant to which such
      Restricted Subsidiary shall unconditionally guarantee all of the Company's
      obligations under the Notes, this Indenture and the Registration Rights
      Agreement on the terms set forth in this Indenture; and

            (2) deliver to the Trustee an Opinion of Counsel that such
      supplemental indenture has been duly authorized, executed and delivered by
      such Restricted Subsidiary and constitutes a legal, valid, binding and
      enforceable obligation of such Restricted Subsidiary.

Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of
this Indenture.

Section 4.17. Payments for Consent.

            Neither the Company nor any of its Subsidiaries shall, directly or
indirectly, pay or cause to be paid any consideration, whether by way of
interest, fee or otherwise, to any Holder of any Notes for or as an inducement
to any consent, waiver or amendment of any of the terms or provisions of this
Indenture or the Notes unless such consideration is offered to be paid or is
paid to all Holders of the Notes that consent, waive or agree to amend in the
time frame set forth in the solicitation documents relating to such consent,
waiver or agreement.

Section 4.18. Limitation on Preferred Stock of Restricted Subsidiaries.

            The Company will not permit any of its Restricted Subsidiaries that
are not Guarantors to issue any Preferred Stock (other than to the Company or to
a Wholly Owned Restricted Subsidiary of the Company) or permit any Person (other
than the Company or a Wholly Owned Restricted Subsidiary of the Company) to own
any Preferred Stock of any Restricted Subsidiary of the Company that is not a
Guarantor.

                                      -60-


                                   ARTICLE V.

                                   SUCCESSORS

Section 5.1. Merger, Consolidation and Sale of Assets.

            The Company will not, in a single transaction or series of related
transactions, consolidate or merge with or into any Person, or sell, assign,
transfer, lease, convey or otherwise dispose of (or cause or permit any
Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or
otherwise dispose of) all or substantially all of the Company's assets
(determined on a consolidated basis for the Company and the Company's Restricted
Subsidiaries) whether as an entirety or substantially as an entirety to any
Person unless:

            (1) either:

                  (a) the Company shall be surviving or continuing corporation;
            or

                  (b) the Person (if other than the Company) formed by such
            consolidation or into which the Company is merged or the Person
            which acquires by sale, assignment, transfer, lease, conveyance or
            other disposition the properties and assets of the Company and of
            the Company's Restricted Subsidiaries substantially as an entirety
            (the "Surviving Entity"):

                        (x) shall be a corporation organized and validly
                  existing under the laws of the United States or any state
                  thereof or the District of Columbia; and

                        (y) shall expressly assume, by supplemental indenture
                  (in form and substance reasonably satisfactory to the Trustee
                  in all respects), executed and delivered to the Trustee, the
                  due and punctual payment of the principal of, and premium, if
                  any, and interest on all of the Notes and the performance of
                  every covenant of the Notes, this Indenture and the
                  Registration Rights Agreement on the part of the Company to be
                  performed or observed;

            (2) except in the case of a consolidation or merger of the Company
      with or into a Wholly Owned Restricted Subsidiary, or a sale, assignment,
      transfer, lease, conveyance or other disposition of all or substantially
      all of the Company's assets to a Wholly Owned Restricted Subsidiary,
      immediately after giving effect to such transaction and the assumption
      contemplated by clause (1)(b)(y) above (including giving effect to any
      Indebtedness (including Acquired Indebtedness) incurred or anticipated to
      be incurred in connection with or in respect of such transaction), the
      Company or such Surviving Entity, as the case may be, shall be able to
      incur at least $1.00 of additional Indebtedness (other than Permitted
      Indebtedness) pursuant to Section 4.9 hereof;


                                      -61-

                  (3) immediately before and immediately after giving effect to
         such transaction and the assumption contemplated by clause (1)(b)(y)
         above (including, without limitation, giving effect to any Indebtedness
         (including Acquired Indebtedness) incurred or anticipated to be
         incurred and any Lien granted in connection with or in respect of the
         transaction), no Default or Event of Default shall have occurred or be
         continuing; and

                  (4) the Company or the Surviving Entity shall have delivered
         to the Trustee an Officers' Certificate and an Opinion of Counsel, each
         stating that such consolidation, merger, sale, assignment, transfer,
         lease, conveyance or other disposition and, if a supplemental indenture
         is required in connection with such transaction, such supplemental
         indenture comply with the applicable provisions of this Indenture and
         that all conditions precedent in this Indenture relating to such
         transaction have been satisfied.

                  For purposes of the foregoing, the transfer (by lease,
assignment, sale or otherwise, in a single transaction or series of
transactions) of all or substantially all of the properties or assets of one or
more Restricted Subsidiaries of the Company, the Capital Stock of which
constitutes all or substantially all of the properties and assets of the
Company, shall be deemed to be the transfer of all or substantially all of the
properties and assets of the Company.

                  Upon any consolidation, combination or merger or any transfer
of all or substantially all of the assets of the Company in accordance with the
foregoing in which the Company is not the continuing corporation, the Surviving
Entity formed by such consolidation or into which the Company is merged or to
which such conveyance, lease or transfer is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
the Notes, this Indenture and the Registration Rights Agreement with the same
effect as if such Surviving Entity had been named as such.

                  Each Guarantor (other than any Guarantor whose Guarantee is to
be released in accordance with the terms of the Guarantee and this Indenture in
connection with any transaction complying with the provisions of Section 4.10
hereof) will not, and the Company will not cause or permit any Guarantor to,
consolidate with or merge with or into any Person other than the Company or any
other Guarantor unless:

                  (1) the entity formed by or surviving any such consolidation
         or merger (if other than the Guarantor) or to which such sale, lease,
         conveyance or other disposition shall have been made is a corporation
         organized and existing under the laws of the United States or any state
         thereof or the District of Columbia;

                  (2) such entity assumes by supplemental indenture all of the
         obligations of the Guarantor under the Guarantee, this Indenture and
         the Registration Rights Agreement;

                  (3) immediately after giving effect to such transaction, no
         Default or Event of Default shall have occurred and be continuing; and

                                      -62-

                  (4) immediately after giving effect to such transaction and
         the use of any net proceeds therefrom on a pro forma basis, the Company
         could satisfy the provisions of clause (2) of this Section 5.1.

                  Any merger or consolidation, or sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the
property or assets, (a) of a Guarantor with and into the Company (with the
Company being the surviving entity) or another Guarantor or (b) of the Company
with an Affiliate incorporated solely for the purpose of reincorporating the
Company in another jurisdiction in the United States or any state thereof or the
District of Columbia need only comply with clause (4) of the first paragraph of
this Section 5.1.

Section 5.2.      Successor Corporation Substituted.

                  Upon any consolidation or merger, or any sale, lease,
conveyance or other disposition of all or substantially all of the assets of the
Company in accordance with Section 5.1 hereof, the Surviving Entity shall
succeed to and be substituted for, and may exercise every right and power of,
the Company under this Indenture with the same effect as if such Surviving
Entity had been named as the Company herein.

                                   ARTICLE VI.

                              DEFAULTS AND REMEDIES

Section 6.1.      Events of Default.

                  Each of the following constitutes an "Event of Default":

                  (a) the failure to pay interest on any Note when the same
         becomes due and payable and the default continues for a period of 30
         days;

                  (b) the failure to pay the principal of any Note, when such
         principal becomes due and payable, at maturity, upon redemption or
         otherwise (including the failure to make a payment to purchase Notes
         tendered pursuant to a Change of Control Offer or a Net Proceeds
         Offer);

                  (c) a default in the observance or performance of any other
         covenant or agreement contained in this Indenture which default
         continues for a period of 45 days after the Company receives written
         notice specifying the default (and demanding that such default be
         remedied) from the Trustee or the Holders of at least 25% of the
         outstanding principal amount of the Notes (except in the case of a
         default with respect to Section 5.1 hereof, which will constitute an
         Event of Default with such notice requirement but without such passage
         of time requirement);

                  (d) the failure to pay at final maturity (giving effect to any
         applicable grace periods and any extensions thereof) the principal
         amount of any Indebtedness of the Company or any Restricted Subsidiary
         of the Company, or the acceleration of the final stated maturity of

                                      -63-

         any such Indebtedness, if the aggregate principal amount of such
         Indebtedness, together with the principal amount of any other such
         Indebtedness in default for failure to pay principal at final maturity
         or which has been accelerated, aggregates $20.0 million or more at any
         time;

                  (e) one or more judgments in an aggregate amount in excess of
         $20.0 million shall have been rendered against the Company or any of
         its Restricted Subsidiaries and such judgments remain undischarged,
         unpaid or unstayed for a period of 60 days after such judgment or
         judgments become final and non-appealable;

                  (f) the Company or any Significant Subsidiary of the Company:

                  (i) commences a voluntary case under any Bankruptcy Law,

                  (ii) consents to the entry of an order for relief against it
         in an involuntary case,

                  (iii) consents to the appointment of a custodian or receiver
         of it or for all or substantially all of its property,

                  (iv) makes a general assignment for the benefit of its
         creditors, or

                  (v) admits in writing its inability to pay its debts as they
         become due; or

                  (g) a court of competent jurisdiction enters an order or
         decree under any Bankruptcy Law that:

                  (i) is for relief in an involuntary case against the Company
         or any Significant Subsidiary of the Company;

                  (ii) appoints a custodian or receiver of the Company or any
         Significant Subsidiary or for all or substantially all of the property
         of any of the foregoing;

                  (iii) orders the liquidation of the Company or any of its
         Significant Subsidiaries;

         and the order or decree remains unstayed and in effect for 60
         consecutive days; or

                  (h) any Guarantee of a Significant Subsidiary ceases to be in
         full force and effect or any Guarantee of a Significant Subsidiary is
         declared to be null and void and unenforceable or any Guarantee of a
         Significant Subsidiary is found to be invalid or any Guarantor that is
         a Significant Subsidiary denies its liability under its Guarantee
         (other than by reason of release of a Guarantor in accordance with the
         terms of this Indenture).

Section 6.2.      Acceleration.

                  If any Event of Default (other than an Event of Default
specified in clause (f) or (g) of Section 6.1 hereof with respect to the
Company) shall occur and be continuing, the Trustee or the Holders of at least
25% in principal amount of the then outstanding Notes by written notice to the

                                      -64-

Company (and the Trustee, if such notice is given by such Holders) may declare
the principal of and accrued and unpaid interest on the Notes to be due and
payable immediately, which notice shall specify the respective Events of Default
and that it is a "Notice of Acceleration". Upon any such declaration, the entire
principal amount of, and accrued and unpaid interest and Additional Interest, if
any, on the Notes shall become immediately due and payable.

                  Notwithstanding the foregoing, if an Event of Default
specified in clause (f) or (g) of Section 6.1 hereof with respect to the Company
occurs and is continuing, then all unpaid principal of, and premium, if any, and
accrued and unpaid interest on all of the outstanding Notes shall ipso facto
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any Holder.

                  The Holders of not less than a majority in aggregate principal
amount of the then outstanding Notes by written notice to the Company and the
Trustee may, on behalf of the Holders of all of the Notes, rescind an
acceleration and its consequences:

                  (1) if the rescission would not conflict with any judgment or
         decree;

                  (2) if all existing Events of Default have been cured or
         waived except nonpayment of principal or interest that has become due
         solely because of the acceleration;

                  (3) to the extent the payment of such interest is lawful, if
         interest on overdue installments of interest and overdue principal,
         which has become due otherwise than by such declaration of
         acceleration, has been paid; and

                  (4) if the Company has paid the Trustee its reasonable
         compensation and reimbursed the Trustee for its expenses, disbursements
         and advances.

                  No such rescission shall affect any subsequent Default or
         Event of Default or impair any right consequent thereto.

Section 6.3.      Other Remedies.

                  If an Event of Default occurs and is continuing, the Trustee
may pursue any available remedy to collect the payment of principal, premium, if
any, interest or Additional Interest, if any, on the Notes or to enforce the
performance of any provision of the Notes or this Indenture.

                  The Trustee may maintain a proceeding even if it does not
possess any of the Notes or does not produce any of them in the proceeding, and
any recovery or judgment shall, after provision for the payment of the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, be for the ratable benefit of the Holders of the Notes.
A delay or omission by the Trustee or any Holder in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

                                      -65-

Section 6.4.      Waiver of Past Defaults.

                  The Holders of a majority in principal amount of the Notes may
waive any existing or past Default or Event of Default under this Indenture, and
its consequences, except a default in the payment of the principal of or
interest on any Notes. Upon any such waiver, such Default shall cease to exist,
and any Event of Default arising therefrom shall be deemed to have been cured
for every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other Default or impair any right consequent thereon.

Section 6.5.      Control by Majority.

                  Holders of a majority in principal amount of the then
outstanding Notes may direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee or exercising any
trust or power conferred on it. However, the Trustee may refuse to follow any
direction that conflicts with applicable law or this Indenture that the Trustee
reasonably determines may be unduly prejudicial to the rights of other Holders
of Notes or that may subject the Trustee to personal liability and shall be
entitled to the benefit of Sections 7.1(c)(iii) and 7.1(e) hereof.

Section 6.6.      Limitation on Suits.

                  A Holder of a Note may pursue a remedy with respect to this
Indenture or the Notes only if:

                  (a) the Holder of a Note gives to the Trustee written notice
         of a continuing Event of Default;

                  (b) the Holders of at least 25% in principal amount of the
         then outstanding Notes make a written request to the Trustee to pursue
         the remedy;

                  (c) such Holder or Holders of Notes offer and, if requested,
         provide to the Trustee indemnity satisfactory to the Trustee against
         any loss, liability or expense;

                  (d) the Trustee does not comply with the request within 60
         days after receipt of the request and the offer and, if requested, the
         provision of indemnity; and

                  (e) during such 60-day period the Holders of a majority in
         principal amount of the then outstanding Notes do not give the Trustee
         a direction inconsistent with the request.

A Holder of a Note may not use this Indenture to prejudice the rights of another
Holder of a Note or to obtain a preference or priority over another Holder of a
Note.

Section 6.7.      Rights of Holders of Notes to Receive Payment.

                  Notwithstanding any other provision of this Indenture, the
right of any Holder of a Note to receive payment of principal of, or premium, if
any, interest or Additional Interest, if any, on the Note, on or after the
respective due dates thereon (including in connection with an offer to

                                      -66-

repurchase), or to bring suit for the enforcement of any such payment on or
after such respective dates, shall not be impaired or affected without the
written consent of such Holder.

Section 6.8.      Collection Suit by Trustee.

                  If an Event of Default specified in Section 6.l(a) or (b)
occurs and is continuing, the Trustee is authorized to recover judgment in its
own name and as trustee of an express trust against the Company for the whole
amount of principal of, premium and Additional Interest, if any, and interest
remaining unpaid on the Notes and interest on overdue principal and, to the
extent lawful, interest and Additional Interest, if any, and such further
amounts as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expense, disbursements and advances of
the Trustee, its agents and counsel.

Section 6.9.      Trustee May File Proofs of Claim.

                  The Trustee is authorized to file such proofs of claim and
other papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents (including
accountants, experts or such other processionals as the Trustee deems necessary,
advisable or appropriate) and counsel and the Holders of the Notes allowed in
any judicial proceedings relative to the Company (or any other obligor upon the
Notes), its creditors or its property and shall be entitled and empowered to
collect, receive and distribute any money or other property payable or
deliverable on any such claims, and any custodian in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee, and in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due to it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.7 hereof. To the extent that the payment of any such compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 7.7 hereof out of the estate in
any such proceeding, shall be denied for any reason, payment of the same shall
be secured by a lien on, and shall be paid out of, any and all distributions,
dividends, money, securities and other properties that the Holders may be
entitled to receive in such proceeding whether in liquidation or under any plan
of reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.10.     Priorities.

                  If the Trustee collects any money pursuant to this Article, it
shall pay out the money in the following order:

                  First: to the Trustee, its agents and attorneys for amounts
         due under Section 7.7 hereof, including payment of all compensation,
         expense and liabilities incurred, and all advances made, by the Trustee
         and the costs and expenses of collection;

                                      -67-

                  Second: to Holders of Notes for amounts due and unpaid on the
         Notes for principal, Purchase Price, Redemption Price and Additional
         Interest, if any, and interest, ratably, without preference or priority
         of any kind, according to the amounts due and payable on the Notes for
         principal, Purchase Price, Redemption Price and Additional Interest, if
         any, and interest, respectively; and

                  Third: to the Company, the Guarantors or to such party as a
         court of competent jurisdiction shall direct.

The Trustee may fix a special record date and payment date for any payment to
Holders of Notes pursuant to this Section 6.10.

Section 6.11.     Undertaking for Costs.

                  In any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken or
omitted by it as a Trustee, a court in its discretion may require the filing by
any party litigant in the suit of an undertaking to pay the costs of the suit,
and the court in its discretion may assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section does not apply to a suit by the Trustee, a suit by a
Holder pursuant to Section 6.7 hereof, or a suit by Holders of more than 10% in
principal amount of the then outstanding Notes.

                                  ARTICLE VII.

                                     TRUSTEE

Section 7.1.      Duties of Trustee.

                  (a) If an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in its exercise thereof, as
a prudent man would exercise or use under the circumstances in the conduct of
his own affairs.

                  (b) Except during the continuance of an Event of Default:

                  (i) the duties of the Trustee shall be determined solely by
         the express provisions of this Indenture and the TIA and the Trustee
         need perform only those duties that are specifically set forth in this
         Indenture and no others, and no implied covenants or obligations shall
         be read into this Indenture or the TIA against the Trustee; and

                  (ii) in the absence of bad faith on its part, the Trustee may
         conclusively rely, without investigation, as to the truth or the
         statements and the correctness of the opinions expressed therein, upon
         and statements, certificates or opinions furnished to the Trustee and
         conforming to the requirements of this Indenture. However, the Trustee
         shall examine the

                                      -68-

         certificates and opinions to determine whether or not they conform on
         their face to the requirements of this Indenture.

                  (c) The Trustee may not be relieved from liabilities for its
own negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

                  (i) this paragraph does not limit the effect of paragraph (b)
         of this Section;

                  (ii) the Trustee shall not be liable for any error of judgment
         made in good faith by a Responsible Officer, unless it is proved that
         the Trustee was negligent in ascertaining the pertinent facts; and

                  (iii) the Trustee shall not be liable with respect to any
         action it takes or omits to take in good faith in accordance with a
         direction received by it pursuant to Section 6.5 hereof.

                  (d) Whether or not therein expressly so provided, every
provision of this Indenture that in any way relates to the Trustee is subject to
this Section 7.1.

                  (e) No provision of this Indenture shall require the Trustee
to expend or risk its own funds or incur any liability. The Trustee shall be
under no obligation to exercise any of its rights and powers under this
Indenture at the request of any Holders, pursuant to the provisions of this
Indenture, including, without limitation, Section 6.5 thereof, unless such
Holder shall have offered to the Trustee security and indemnity satisfactory to
it against any loss, liability or expense which might be incurred by it in
compliance with such request or direction.

                  (f) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Company.
Money held in trust by the Trustee need not be segregated from other funds
except to the extent required by law.

Section 7.2.      Rights of Trustee.

                  (a) The Trustee may conclusively rely and shall be protected
in acting or refraining from acting upon any document believed by it to be
genuine and to have been signed or presented by the proper Person. The Trustee
need not investigate any fact or matter stated in the document.

                  (b) Before the Trustee acts or refrain from acting, it may
require an Officers' Certificate or an Opinion of Counsel or both. The Trustee
shall not be liable for any action it takes or omits to take in good faith in
reliance on such Officers' Certificate or Opinion of Counsel. The Trustee may
consult with counsel and the written advice of such counsel and Opinions of
Counsel shall be full and complete authorization and protection from liability
in respect of any action taken, suffered or omitted by it hereunder in good
faith and in reliance thereon.

                  (c) The Trustee may act through its attorneys, accountants,
experts and such other professionals as the Trustee deems necessary, advisable
or appropriate and shall not be

                                      -69-

responsible for the misconduct or negligence of any attorney, accountant, expert
or other such professional appointed with due care.

                  (d) The Trustee shall not be liable for any action it takes or
omits to take in good faith that it believes to be authorized or within the
rights or powers conferred upon it by this Indenture.

                  (e) Unless otherwise specifically provided in this Indenture,
any demand, request, direction or notice from the Company shall be sufficiently
evidenced by a written order signed by two Officers of the Company.

                  (f) The Trustee shall not be charged with knowledge of any
Default or Event of Default under Section 6.1 hereof (other than under Section
6.1(a) (subject to the following sentence) or Section 6.1(b) hereof) unless
either (i) a Responsible Officer shall have actual knowledge thereof, or (ii)
the Trustee shall have received notice thereof in accordance with Section 12.2
hereof from the Company or any Holder of the Notes. The Trustee shall not be
charged with knowledge of the Company's obligation to pay Additional Interest,
or the cessation of such obligation, unless the Trustee receives written notice
thereof from the Company or any Holder.

Section 7.3.      Individual Rights of Trustee.

                  The Trustee in its individual or any other capacity may become
the owner or pledgee of Notes and may otherwise deal with the Company or any
Affiliate of the Company with the same rights it would have if it were not
Trustee. However, in the event that the Trustee acquires any conflicting
interest within the meaning of the TIA it must eliminate such conflict within 90
days, apply (subject to the consent of the Company) to the Commission for
permission to continue as trustee or resign. Any Agent may do the same with like
rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

Section 7.4.      Trustee's Disclaimer.

                  The Trustee shall not be responsible for and makes no
representation as to the validity or adequacy of this Indenture, or the Notes,
it shall not be accountable for the Company's use of the proceeds from the Notes
or any money paid to the Company or upon the Company's direction under any
provision of this Indenture, it shall not be responsible for the use or
application of any money received by any Paying Agent other than the Trustee,
and it shall not be responsible for any statement or recital herein or any
statement in the Notes or any other document in connection with the sale of the
Notes or pursuant to this Indenture other than its certificate of
authentication.

Section 7.5.      Notice of Defaults.

                  If a Default or Event of Default occurs and is continuing, the
Trustee shall mail to Holders of Notes a notice of the Default or Event of
Default within 90 days after it occurs. Except in the case of a Default in
payment on any Note (including the failure to make a mandatory repurchase
pursuant hereto), the Trustee may withhold the notice if and so long as a
committee of its Responsible

                                      -70-

Officers in good faith determines that withholding the notice is in the
interests of the Holders of the Notes.

Section 7.6.      Reports by Trustee to Holders of the Notes.

                  Within 60 days after each May 15 beginning with the May 15
following the date of this Indenture, and for so long as Notes remain
outstanding, the Trustee shall mail to the Holders of the Notes a brief report
dated as of such reporting date that complies with TIA Section 313(a) (but if no
event described in TIA Section 313(a) has occurred within the twelve months
preceding the reporting date, no report need be transmitted). The Trustee also
shall comply with TIA Section 313(b). The Trustee shall also transmit by mail
all reports as required by TIA Section 313(c).

                  A copy of each report at the time of its mailing to the
Holders of Notes shall be mailed to the Company and filed with the Commission
and each stock exchange on which the Notes are listed in accordance with TIA
Section 313(d). The Company shall promptly notify the Trustee when the Notes are
listed on any stock exchange.

Section 7.7.      Compensation, Reimbursement and Indemnity.

                  The Company shall pay to the Trustee from time to time
reasonable compensation for its acceptance of this Indenture and the rendering
by it of the services required hereunder. The Trustee's compensation shall not
be limited by any law on compensation of a trustee of an express trust. The
Company shall reimburse the Trustee promptly upon request for all reasonable
disbursements, advances and expenses incurred or made by or on behalf of it in
addition to the compensation for its services. Such expenses shall include the
reasonable compensation, disbursements and expenses of the Trustee's attorneys,
accountants, experts and such other professionals as the Trustee deems
necessary, advisable or appropriate.

                  The Company shall indemnify the Trustee against any and all
losses, liabilities or expenses incurred by it arising out of or in connection
with the acceptance or administration of its duties under this Indenture
(including its duties under Section 9.6 hereof), including the costs and
expenses of enforcing this Indenture or any Guarantee against the Company or a
Guarantor (including this Section 7.7) and defending itself against or
investigating any claim (whether asserted by the Company, any Guarantor, any
Holder or any other Person) or liability in connection with the exercise or
performance of any of its powers or duties hereunder, except to the extent any
such loss, liability or expense may be attributable to its negligence or willful
misconduct. The Trustee shall notify the Company promptly of any claim for which
it may seek indemnity. Failure by the Trustee to so notify the Company shall not
relieve the Company of its obligations hereunder. The Company shall defend any
claim or threatened claim asserted against the Trustee, and the Trustee shall
cooperate in the defense. The Trustee may have separate counsel and the Company
shall pay the reasonable fees and expenses of such counsel. The Company need not
pay for any settlement made without its consent, which consent shall not be
unreasonably withheld.

                                      -71-

                  The obligations of the Company under this Section 7.7 shall
survive the resignation or removal of the Trustee, the satisfaction and
discharge of this Indenture and the termination of this Indenture.

                  To secure the Company's payment obligations in this Section
7.7, the Trustee shall have a Lien prior to the Notes on all money or property
held or collected by the Trustee, except that held in trust to pay principal,
Redemption Price or Purchase Price of or Additional Interest, if any, or
interest on, particular Notes. Such Lien shall survive the resignation or
removal of the Trustee, the satisfaction and discharge of this Indenture and the
termination of this Indenture.

                  When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.1(f) or (g) hereof occurs, the expenses
and the compensation for the services (including the fees and expenses of its
agents and counsel) are intended to constitute expenses of administration under
any Bankruptcy Law.

Section 7.8.      Replacement of Trustee.

                  A resignation or removal of the Trustee and appointment of a
successor Trustee shall become effective only upon the successor Trustee's
acceptance of appointment as provided in this Section.

                  The Trustee may resign in writing at any time and be
discharged from the trust hereby created by so notifying the Company. The
Holders of Notes of a majority in principal amount of the then outstanding Notes
may remove the Trustee by so notifying the Trustee and the Company in writing.
The Company may remove the Trustee if:

                  (a) the Trustee fails to comply with Section 7.10 hereof;

                  (b) the Trustee is adjudged a bankrupt or an insolvent or an
         order for relief is entered with respect to the Trustee under any
         Bankruptcy Law;

                  (c) a custodian, receiver or public officer takes charge of
         the Trustee or its property for the purpose of rehabilitation,
         conversation or liquidation; or

                  (d) the Trustee becomes incapable of acting.

                  If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, the Company shall promptly appoint a
successor Trustee. Within one year after the date on which the successor Trustee
takes office, the Holders of a majority in principal amount of the then
outstanding Notes may appoint a successor Trustee to replace the successor
Trustee appointed by the Company.

                  If a successor Trustee does not take office within 30 days
after the retiring trustee resigns or is removed, the retiring Trustee, the
Company, or the Holders of Notes of at least 10% in principal amount of the then
outstanding Notes may petition any court of competent jurisdiction for the
appointment of a successor Trustee.

                                      -72-

                  If the Trustee, after written request by any Holder of a Note
who has been a bona fide holder of a Note or Notes for at least six months,
fails to comply with Section 7.10, such Holder of a Note may petition any court
of competent jurisdiction for the removal of the Trustee and the appointment of
a successor Trustee.

                  A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The Company shall mail a notice of its succession to
Holder of the Notes. The retiring Trustee shall promptly transfer all property
held by it as Trustee to the successor Trustee, provided all sums owing to the
Trustee hereunder have been paid and subject to the Lien provided for in Section
7.7 hereof. Notwithstanding replacement of the Trustee pursuant to this Section
7.8, the Company's obligations under Section 7.7 hereof shall continue for the
benefit of the retiring Trustee.

Section 7.9.      Successor Trustee by Merger, Etc.

                  If the Trustee consolidates, merges or converts into, or
transfers all or substantially all of its corporate trust business to, another
corporation that is eligible under Section 7.10 hereof, the successor
corporation without any further act shall be the successor Trustee.

Section 7.10.     Eligibility; Disqualification.

                  There shall at all times be a Trustee hereunder that is a
corporation organized and doing business under the laws of the United States of
America or of any state thereof (including the District of Columbia) that is
authorized under such laws to exercise corporate trust power, that is subject to
supervision or examination by federal or state authorities and that has a
combined capital and surplus of at least $100 million as set forth in its most
recent published annual report of condition.

                  This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1), (2) and (5). The Trustee is subject to
TIA Section 310(b).

Section 7.11.     Preferential Collection of Claims Against Company.

                  The Trustee is subject to TIA Section 311(a), excluding any
creditor relationship listed in TIA Section 311(b). A Trustee who has resigned
or been removed shall be subject to TIA Section 311(a) to the extent indicated
therein.

                                  ARTICLE VIII.

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.1.      Option to Effect Legal Defeasance or Covenant Defeasance.

                  The Company may, at the option of its Board of Directors
evidenced by a resolution set forth in an Officers' Certificate, at any time,
elect to have either Section 8.2 or 8.3 hereof be

                                      -73-

applied to all outstanding Notes upon compliance with the conditions set forth
below in this Article VIII.

Section 8.2.      Legal Defeasance and Discharge.

                  Upon the Company's exercise under Section 8.1 hereof of the
option applicable to this Section 8.2, the Company shall, subject to the
satisfaction of the conditions set forth in Section 8.4 hereof, be deemed to
have been discharged from its obligations with respect to all outstanding Notes
on the date the conditions set forth below are satisfied (hereinafter, "Legal
Defeasance"). For this purpose, Legal Defeasance means that the Company shall be
deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Notes, which shall thereafter be deemed to the "outstanding" only
for the purposes of Section 8.5 hereof and the other Sections of this Indenture
referred to in clauses (a) through (d) below, and to have satisfied all their
other obligations under such Notes and this Indenture (and the Trustee, on
demand of and at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following provisions which shall survive
until otherwise terminated or discharged hereunder:

                  (a) the rights of Holders to receive payments in respect of
         the principal of, premium, if any, and interest on the Notes when such
         payments are due;

                  (b) the Company's obligations with respect to the Notes
         concerning issuing temporary Notes, registration of Notes, mutilated,
         destroyed, lost or stolen Notes and the maintenance of an office or
         agency for payments;

                  (c) the rights, powers, trust, duties and immunities of the
         Trustee and the Company's obligations in connection therewith; and

                  (d) the Legal Defeasance provisions of this Article VIII.

                  Subject to compliance with this Article VIII, the Company may
exercise its option under this Section 8.2, notwithstanding the prior exercise
of its option under Section 8.3 hereof.

Section 8.3.      Covenant Defeasance.

                  Upon the Company's exercise under Section 8.1 hereof of the
option applicable to this Section 8.3, the Company shall, subject to the
satisfaction of the conditions set forth in Section 8.4 hereof, be released from
its obligations under the covenants contained in Sections 3.9, 3.10, 4.5, 4.7
through 4.12 and 4.14 through 4.18 hereof, both inclusive, and Section 5.1(2)
with respect to the outstanding Notes on and after the date the conditions set
forth below are satisfied (hereinafter, "Covenant Defeasance"), and the Notes
shall thereafter be deemed not "outstanding" for the purposes of any direction,
waiver, consent or declaration or Act of Holders (and the consequences of any
thereof) in connection with such covenants, but shall continue to be deemed
"outstanding" for all other purposes hereunder (it being understood that such
Notes shall not be deemed outstanding for accounting purposes). For this
purpose, Covenant Defeasance means that, with respect to the outstanding Notes,
the Company may omit to comply with and shall have no liability in respect of
any

                                      -74-

term, condition or limitation set forth in any such covenant, whether directly
or indirectly, by reason of any reference elsewhere herein to any such covenant
or by reason of any reference in any such covenant to any other provision herein
or in any other document, and such omission to comply shall not constitute a
Default or an Event of Default under Section 6.1 hereof, but, except as
specified above, the remainder of this Indenture and such Notes shall be
unaffected thereby. In addition, upon the Company's exercise under Section 8.1
hereof of the option applicable to this Section 8.3, subject to the satisfaction
of the conditions set forth in Section 8.4 hereof, Sections 6.1(c), 6.1(e) and
6.1(g) hereof shall not constitute Events of Default.

Section 8.4.      Conditions to Legal or Covenant Defeasance.

                  The following are the conditions precedent to the application
of either Section 8.2 or 8.3 hereof to the outstanding Notes:

                  In order to exercise either Legal Defeasance or Covenant
Defeasance:

                  (1) the Company must irrevocably deposit with the Trustee, in
         trust, for the benefit of the Holders cash in U.S. dollars, U.S.
         Government Securities, or a combination thereof, in such amounts as
         will be sufficient, in the opinion of a nationally recognized firm of
         independent public accountants selected by the Company, to pay the
         principal of, premium, if any, and interest on the Notes on the stated
         date for payment thereof or on the applicable redemption date, as the
         case may be;

                  (2) in the case of Legal Defeasance, the Company shall have
         delivered to the Trustee an Opinion of Counsel reasonably acceptable to
         the Trustee confirming that:

                           (a) the Company has received from, or there has been
                  published by, the Internal Revenue Service a ruling; or

                           (b) since the date of this Indenture, there has been
                  a change in the applicable federal income tax law,

         in either case to the effect that, and based thereon such Opinion of
         Counsel shall confirm that, the Holders will not recognize income, gain
         or loss for federal income tax purposes as a result of such Legal
         Defeasance and will be subject to federal income tax on the same
         amounts, in the same manner and at the same times as would have been
         the case if such Legal Defeasance had not occurred;

                  (3) in the case of Covenant Defeasance, the Company shall have
         delivered to the Trustee an Opinion of Counsel reasonably acceptable to
         the Trustee confirming that the Holders will not recognize income, gain
         or loss for federal income tax purposes as a result of such Covenant
         Defeasance and will be subject to federal income tax on the same
         amounts, in the same manner and at the same times as would have been
         the case if such Covenant Defeasance had not occurred;

                                      -75-

                  (4) no Default or Event of Default shall have occurred and be
         continuing on the date of such deposit or insofar as Events of Default
         from bankruptcy or insolvency events are concerned, at any time in the
         period ending on the 91st day after the date of deposit (other than a
         Default or Event of Default arising in connection with the borrowing of
         funds to fund the deposit referred to in clause (1) above);

                  (5) such Legal Defeasance or Covenant Defeasance shall not
         result in a breach or violation of, or constitute a default under this
         Indenture or any other material agreement or instrument to which the
         Company or any of its Subsidiaries is a party or by which the Company
         or any of its Subsidiaries is bound where such default would have a
         material adverse effect on the Company and its Subsidiaries, taken as a
         whole;

                  (6) the Company shall have delivered to the Trustee an
         officers' certificate stating that the deposit was not made by the
         Company with the intent of preferring the Holders over any other
         creditors of the Company or with the intent of defeating, hindering,
         delaying or defrauding any other creditors of the Company or others;

                  (7) the Company shall have delivered to the Trustee an
         officers' certificate and an Opinion of Counsel, each stating that all
         conditions precedent provided for or relating to the Legal Defeasance
         or the Covenant Defeasance have been complied with; and

                  (8) the Company shall have delivered to the Trustee an Opinion
         of Counsel to the effect that, assuming no intervening bankruptcy of
         the Company between the date of deposit and the 91st day following the
         date of deposit and that no Holder is an insider of the Company, after
         the 91st day following the date of deposit, the trust funds will not be
         subject to the effect of any applicable bankruptcy, insolvency,
         reorganization or similar laws affecting creditors' rights generally.

                  Notwithstanding the foregoing, the Opinion of Counsel required
by clause (2) above with respect to a Legal Defeasance need not be delivered if
all Notes not theretofore delivered to the Trustee for cancellation (1) have
become due and payable or (2) will become due and payable on the maturity date
within one year under arrangements satisfactory to the Trustee for the giving of
notice of redemption by the Trustee in the name, and at the expense, of the
Company.

Section 8.5.      Deposited Money and U.S. Government Securities to Be Held in
                  Trust; Other Miscellaneous Provisions.

                  Subject to Section 8.6 hereof, all money and U.S. Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.5 only, the
"Trustee") pursuant to Section 8.4 hereof in respect of the outstanding Notes
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (other than the Company) as the Trustee may determine,
to the Holders of such Notes of all sums due and to become due thereon in
respect of principal or Redemption Price of, and Additional Interest, if any,
interest on,

                                      -76-

the Notes, that such money need not be segregated from other funds except to the
extent required by law.

                  The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the cash or U.S.
Government Securities deposited pursuant to Section 8.4 hereof or the principal
and interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.

                  Anything in this Article VIII to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon the
request of the Company any money or U.S. Government Securities held by it as
provided in Section 8.4 hereof which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee (which may be the opinion delivered under
Section 8.4(a) hereof), are in excess of the amount thereof that would then be
required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.

Section 8.6.      Repayment to the Company.

                  Any money deposited with the Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of the principal, Redemption
Price or Purchase Price of, or Additional Interest, if any, or interest on any
Note and remaining unclaimed for two years after such amount has become due and
payable shall be paid to the Company on its request or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Note shall
thereafter look only to the Company for payment thereof as a general creditor,
and all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, at the expense of the Company, if required
by applicable law cause to be published once, in The New York Times and The Wall
Street Journal (national editions), notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days after
the date of such notification or publication, any unclaimed balance of such
money then remaining will be repaid to the Company.

Section 8.7.      Reinstatement.

                  If the Trustee or Paying Agent is unable to apply any United
States dollars or U.S. Government Securities in accordance with Section 8.2 or
8.3 hereof, as the case may be, by reason of any order of judgment of any court
or governmental authority enjoining, restraining or otherwise prohibiting such
application, then the obligations of the Company under this Indenture, and the
Notes shall be revived and reinstated as though no deposit had occurred pursuant
to Section 8.2 or 8.3 hereof until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance with Section 8.2 or 8.3 hereof,
as the case may be; provided, however, that, if the Company makes any payment
with respect to any Note following the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of such Notes to
receive such payment from the money held by the Trustee or Paying Agent.

                                      -77-

                                   ARTICLE IX.

                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.1.      Without Consent of Holders of Notes.

                  Notwithstanding Section 9.2 of this Indenture, the Company and
the Trustee may amend or supplement this Indenture or the Notes without the
consent of any Holder of a Note:

                  (a) to cure any ambiguity, defect or inconsistency so long as
         such changes do not, in the opinion of the Trustee, adversely affect
         the rights of any of the Holders in any material respect.

                  (b) to provide for uncertificated notes in addition to or in
         place of certificated Notes;

                  (c) to provide for the assumption of the Company's obligations
         to the Holders of the Notes in the case of a merger or consolidation or
         sale of all or substantially all of the Company's assets pursuant to
         Article V hereof;

                  (d) to comply with the requirements of the Commission in order
         to effect or maintain the qualification of this Indenture under the
         TIA; or

                  (e) to make any change that would provide any additional
         rights or benefits to the Holders of the Notes or that does not
         adversely affect the legal rights hereunder of any Holder of the Notes
         in any material respect.

                  Upon the request of the Company, accompanied by a resolution
of the Board (evidenced by an Officers' Certificate) authorizing the execution
of any such amended or supplemental indenture, and upon receipt by the Trustee
of the documents described in Section 7.2 hereof, the Trustee shall join with
the Company in the execution of any amended or supplemental Indenture authorized
or permitted by the terms of this Indenture and to make any further appropriate
agreements and stipulations that may be therein contained, but the Trustee shall
not be obligated to enter into such amended or supplemental Indenture that
affects its own rights, duties or immunities under this Indenture or otherwise.

Section 9.2.      With Consent of Holders of Notes.

                  Except as provided below in this Section 9.2, the Company and
the Trustee may amend or supplement this Indenture and the Notes may be amended
or supplemented with the consent of the Holders of at least a majority in
principal amount of the Notes then outstanding (including, without limitation,
consents obtained in connection with a tender offer or exchange offer for the
Notes), and, subject to Sections 6.2, 6.4 and 6.7 hereof, any existing Default
or Event of Default or compliance with any provision of this Indenture or the
Notes may be waived with the consent of the Holders of a majority in principal
amount of the then outstanding Notes (including consents obtained in connection
with a tender offer or exchange offer for the Notes).

                                      -78-

                  Without the consent of each Holder affected, an amendment or
waiver may not (with respect to any Notes held by a non-consenting Holder):

                  (1) reduce the principal amount of Notes at maturity whose
         Holders must consent to an amendment;

                  (2) reduce the rate of or change or have the effect of
         changing the time for payment of interest, including defaulted
         interest, on any Notes;

                  (3) reduce the principal of or change or have the effect of
         changing the fixed maturity of any Notes, or change the date on which
         any Notes may be subject to redemption or reduce the redemption price
         therefor;

                  (4) make any Notes payable in money other than that stated in
         the Notes;

                  (5) make any change in provisions of this Indenture protecting
         the right of each Holder to receive payment of principal of and
         interest on such Holder's Note or Notes on or after the due date
         thereof or to bring suit to enforce such payment, or permitting Holders
         of a majority in principal amount of Notes to waive Defaults or Events
         of Default;

                  (6) after the Company's obligation to purchase Notes arises
         hereunder, amend, change or modify in any material adverse respect the
         obligation of the Company to make and consummate a Change of Control
         Offer in the event of a Change of Control or make and consummate a Net
         Proceeds Offer with respect to any Asset Sale that has been consummated
         or, after such Change of Control has occurred or such Asset Sale has
         been consummated, modify any of the provisions or definitions with
         respect thereto;

                  (7) modify or change any provision of this Indenture or the
         related definitions affecting the ranking of the Notes or any Guarantee
         in a manner which adversely affects the Holders in any material
         respect; or

                  (8) release any Guarantor that is a Significant Subsidiary
         from any of its obligations under its Guarantee or this Indenture
         otherwise than in accordance with the terms of this Indenture.

                  Upon the written request of the Company accompanied by a
resolution of the Board (evidenced by an Officers' Certificate) authorizing the
execution of any such amended or supplemental indenture, and upon the filing
with the Trustee of evidence satisfactory to the Trustee of the consent of the
Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents
described in Section 7.2 hereof, the Trustee shall join with the Company in the
execution of such amended or supplemental indenture unless such amended or
supplemental Indenture affects the Trustee's own rights, duties or immunities
under this Indenture or otherwise, in which case the Trustee may in its
discretion, but shall not be obligated to, enter into such amended or
supplemental indenture.

                                      -79-

                  It shall not be necessary for the consent of the Holders of
Notes under this Section 9.2 to approve the particular form of any proposed
amendment or waiver, but it shall be sufficient if such consent approves the
substance thereof.

                  After an amendment, supplement or waiver under this Section
9.2 becomes effective, the Company shall mail to the Holders of Notes affected
thereby a notice briefly describing the amendment, supplement or waiver. Any
failure of the Company to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such amended or
supplemental Indenture or waiver.

Section 9.3.      Compliance with Trust Indenture Act.

                  Every amendment or supplement to this Indenture or the Notes
shall be set forth in a amended or supplemental indenture that complies with the
TIA as then in effect.

Section 9.4.      Revocation and Effect of Consents.

                  Until an amendment, supplement or waiver becomes effective, a
consent to it by a Holder of a Note is a continuing consent by the Holder of a
Note and every subsequent Holder of a Note or portion of a Note that evidences
the same debt as the consenting Holder's Note, even if notation of the consent
is not made on any Note. However, any such Holder of a Note or subsequent Holder
of a Note may revoke the consent as to its Note if the Trustee receives written
notice of revocation before the date the waiver, supplement or amendment becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and therefore binds every Holder.

Section 9.5.      Notation on or Exchange of Notes.

                  The Trustee may place an appropriate notation about an
amendment, supplement or waiver on any Note thereafter authenticated. The
Company in exchange for all Notes may issue and the Trustee shall authenticate
new Notes that reflect the amendment, supplement or waiver.

                  Failure to make the appropriate notation or issue a new Note
shall not affect the validity and effect of such amendment, supplement or
waiver.

Section 9.6.      Trustee to Sign Amendment, Etc.

                  The Trustee shall sign any amended or supplemental indenture
authorized pursuant to this Article IX if the amendment or supplement does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
The Company may not sign an amendment or supplemental Indenture until the Board
approves such amendment or supplemental indenture. In executing any amended or
supplemental indenture, the Trustee shall be entitled to receive, in addition to
the documents required by Sections 12.4 and 12.5 hereof, and, subject to Section
7.1, shall be fully protected in relying upon, an Officers' Certificate and an
Opinion of Counsel stating that (i) the execution of such amended or
supplemental indenture is authorized or permitted by this Indenture, (ii) no
Event of Default shall occur as a result of the execution of such Officers'
Certificate or the delivery of such Opinion of Counsel and (iii) the amended or
supplemental indenture complies with the terms of this Indenture.

                                      -80-



                                   ARTICLE X.

                                    GUARANTEE

Section 10.1.      Unconditional Guarantee.

                  Each Guarantor hereby unconditionally guarantees (such
guarantee to be referred to herein as a "Guarantee"), on a senior basis jointly
and severally, to each Holder of a Note authenticated and delivered by the
Trustee and to the Trustee and its successors and assigns, the Notes or the
obligations of the Company hereunder or thereunder, that: (i) the principal of
and interest on the Notes will be promptly paid in full when due, subject to any
applicable grace period, whether at maturity, by acceleration or otherwise and
interest on the overdue principal, if any, and interest on any interest, to the
extent lawful, of the Notes and all other obligations of the Company to the
Holders or the Trustee hereunder or thereunder will be promptly paid in full or
performed, all in accordance with the terms hereof and thereof; and (ii) in case
of any extension of time of payment or renewal of any Notes or of any such other
obligations, the same will be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, subject to any applicable
grace period, whether at stated maturity, by acceleration or otherwise, subject,
however, in the case of clauses (i) and (ii) above, to the limitations set forth
in Section 10.3. Each Guarantor hereby agrees that its obligations hereunder
shall be unconditional, irrespective of the validity, regularity or
enforceability of the Notes or this Indenture, the absence of any action to
enforce the same, any waiver or consent by any Holder of the Notes with respect
to any provisions hereof or thereof, the recovery of any judgment against the
Company, and action to enforce the same or any other circumstance which might
otherwise constitute a legal or equitable discharge or defense of a guarantor.
Each Guarantor hereby waives diligence, presentment, demand of payment, filing
of claims with a court in the event of insolvency or bankruptcy of the Company,
any right to require a proceeding first against the Company, protest, notice and
all demands whatsoever and covenants that this Guarantee will not be discharged
except by complete performance of the obligations contained in the Notes, this
Indenture and in this Guarantee. If any Holder or the Trustee is required by any
court or otherwise to return to the Company, any Guarantor, or any custodian,
trustee, liquidator or other similar official acting in relation to the Company
or any Guarantor, any amount paid by the Company or any Guarantor to the Trustee
or such Holder, this Guarantee, to the extent theretofore discharged, shall be
reinstated in full force and effect. Each Guarantor further agrees that, as
between each Guarantor, on the one hand, and the Holders and the Trustee, on the
other hand, (x) the maturity of the obligations guaranteed hereby may be
accelerated as provided in Article VI for the purposes of this Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed hereby, and (y) in the
event of any acceleration of such obligations as provided in Article VI, such
obligations (whether or not due and payable) shall forthwith become due and
payable by each Guarantor for the purpose of this Guarantee.



                                      -81-


Section 10.2. Severability.

            In case any provision of this Guarantee shall be invalid, illegal or
unenforceable, the validity, legality, and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

Section 10.3. Limitation of Guarantor's Liability.

            Each Guarantor and by its acceptance hereof each Holder hereby
confirms that it is the intention of all such parties that the guarantee by such
Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or
conveyance for purposes of any Bankruptcy Law, the Uniform Fraudulent Conveyance
Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To
effectuate the foregoing intention, the Holders and such Guarantor hereby
irrevocably agree that the obligations of such Guarantor under the Guarantee
shall be limited to the maximum amount as will, after giving effect to all other
contingent and fixed liabilities of such Guarantor and after giving effect to
any collections from or payments made by or on behalf of any other Guarantor in
respect of the obligations of such other Guarantor under its Guarantee or
pursuant to Section 10.5, result in the obligations of such Guarantor under the
Guarantee not constituting such fraudulent transfer or conveyance.

Section 10.4. Release of Guarantor.

            (a)   Upon the sale or disposition (whether by merger, stock
purchase, asset sale or otherwise) of a Guarantor (or all or substantially all
its assets) to a Person which is not a Subsidiary of the Company and which sale
or disposition is otherwise in compliance with Section 4.10, 5.1 and the other
terms of this Indenture, such Guarantor shall be deemed released from all
obligations under this Article X without any further action required on the part
of the Trustee or any Holder.

            (b)   The Trustee shall deliver an appropriate instrument evidencing
such release upon receipt of a request by the Company accompanied by an
Officers' Certificate and Opinion of Counsel certifying as to the compliance
with this Section 10.4. Any Guarantor not so released remains liable for the
full amount of principal of and interest on the Securities as provided in this
Article X.

            (c)   All Guarantees shall be of no further force and effect upon
the occurrence of a Legal Defeasance or a Covenant Defeasance, subject to
reinstatement pursuant to Section 8.7 hereof under the circumstances described
therein.

Section 10.5. Contribution.

            In order to provide for just and equitable contribution among the
Guarantors, the Guarantors agree, inter se, that in the event any payment or
distribution is made by any Guarantor (a "Funding Guarantor") under the
Guarantee, such Funding Guarantor shall be entitled to a contribution from all
other Guarantors in a pro rata amount based on the Adjusted Net Assets (as
defined below) of each Guarantor (including the Funding Guarantor) for all
payments, damages and expenses in-

                                      -82-


curred by that Funding Guarantor in discharging the Company's obligations with
respect to the Securities or any other Guarantor's obligations with respect to
the Guarantee. "Adjusted Net Assets" of such Guarantor at any date shall mean
the lesser of the amount by which (x) the fair value of the property of such
Guarantor exceeds the total amount of liabilities, including, without
limitation, contingent liabilities (after giving effect to all other fixed and
contingent liabilities incurred or assumed on such date), but excluding
liabilities under the Guarantee, of such Guarantor at such date and (y) the
present fair salable value of the assets of such Guarantor at such date exceeds
the amount that will be required to pay the probable liability of such Guarantor
on its debts (after giving effect to all other fixed and contingent liabilities
incurred or assumed on such date), excluding debt in respect of the Guarantee of
such Guarantor, as they become absolute and matured.

Section 10.6. Waiver of Subrogation.

            Until all Obligations are paid in full, each Guarantor hereby
irrevocably waives any claims or other rights which it may now or hereafter
acquire against the Company that arise from the existence, payment, performance
or enforcement of such Guarantor's obligations under the Guarantee and this
Indenture, including, without limitation, any right of subrogation,
reimbursement, exoneration, indemnification, and any right to participate in any
claim or remedy of any Holder against the Company, whether or not such claim,
remedy or right arises in equity, or under contract, statute or common law,
including, without limitation, the right to take or receive from the Company,
directly or indirectly, in cash or other property or by set-off or in any other
manner, payment or security on account of such claim or other rights. If any
amount shall be paid to any Guarantor in violation of the preceding sentence and
the Notes shall not have been paid in full, such amount shall have been deemed
to have been paid to such Guarantor for the benefit of, and held in trust for
the benefit of, the Holders, and shall, forthwith be paid to the Trustee for the
benefit of such Holders to be credited and applied upon the Notes, whether
matured or unmatured, in accordance with the terms of this Indenture. Each
Guarantor acknowledges that it will receive direct and indirect benefits from
the financing arrangements contemplated by this Indenture and that the waiver
set forth in this Section 10.6 is knowingly made in contemplation of such
benefits.

Section 10.7. Execution of Guarantee.

            To evidence their guarantee to the Holders set forth in this Article
X, the Guarantors hereby agree to execute the Guarantee in substantially the
form attached hereto as Exhibit C, which shall be endorsed on each Note ordered
to be authenticated and delivered by the Trustee. Each Guarantor hereby agrees
that its Guarantee set forth in this Article X shall remain in full force and
effect notwithstanding any failure to endorse on each Note a notation of such
Guarantee. Each such Guarantee shall be signed on behalf of each Guarantor by
two Officers, or an Officer and an Assistant Secretary or one Officer shall sign
and one Officer or an Assistant Secretary (each of whom shall, in each case,
have been duly authorized by all requisite corporate actions) shall attest to
such Guarantee prior to the authentication of the Security on which it is
endorsed, and the delivery of such Security by the Trustee, after the
authentication thereof hereunder, shall constitute due delivery of such
Guarantee on behalf of such Guarantor. Such signatures upon the Guarantee may be
by manual or facsimile signature of such officers and may be imprinted or
otherwise reproduced on the Guarantee, and in case any such officer who shall
have signed the Guarantee shall cease to be such officer before the Note on

                                      -83-


which such Guarantee is endorsed shall have been authenticated and delivered by
the Trustee or disposed of by the Company, such Note nevertheless may be
authenticated and delivered or disposed of as though the Person who signed the
Guarantee had not ceased to be such officer of the Guarantor.

Section 10.8. Waiver of Stay, Extension or Usury Laws.

            Each Guarantor covenants (to the extent that it may lawfully do so)
that it will not at any time insist upon, plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay or extension law or any
usury law or other law that would prohibit or forgive each such Guarantor from
performing its Guarantee as contemplated herein, wherever enacted, now or at any
time hereafter in force, or which may affect the covenants or the performance of
this Indenture; and (to the extent that it may lawfully do so) each such
Guarantor hereby expressly waives all benefit or advantage of any such law, and
covenants that it will not hinder, delay or impede the execution of any power
herein granted to the Trustee, but will suffer and permit the execution of every
such power as though no such law had been enacted.

                                   ARTICLE XI.

                           SATISFACTION AND DISCHARGE

Section 11.1. Satisfaction and Discharge.

            This Indenture will be discharged and will cease to be of further
effect (except as set forth below) and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture when:

            (1)   either:

                  (a)   all the Notes theretofore authenticated and delivered
            (except lost, stolen or destroyed Notes which have been replaced or
            paid as provided in Section 2.7 and Notes for whose payment money
            has theretofore been deposited in trust or segregated and held in
            trust by the Company and thereafter repaid to the Company or
            discharged from such trust) have been delivered to the Trustee for
            cancellation; or

                  (b)   all Notes not theretofore delivered to the Trustee for
            cancellation have become due and payable and the Company has
            irrevocably deposited or caused to be deposited with the Trustee
            funds in an amount sufficient to pay and discharge the entire
            Indebtedness on the Notes not theretofore delivered to the Trustee
            for cancellation, for principal of, premium, if any, and interest on
            the Notes to the date of deposit together with irrevocable
            instructions from the Company directing the Trustee to apply such
            funds to the payment thereof at maturity or redemption, as the case
            may be;

            (2)   the Company has paid all other sums payable under this
      Indenture by the Company; and

                                      -84-


            (3)   the Company has delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel stating that all conditions
      precedent under this Indenture relating to the satisfaction and discharge
      of this Indenture have been complied with.

            Notwithstanding the satisfaction and discharge of this Indenture,
the Company's obligations in Sections 2.3, 2.4, 2.6, 2.7, 2.11, 7.7, 7.8, 12.2,
12.3 and 12.4, and the Trustee's and Paying Agent's obligations in Section 11.2
shall survive until the Notes are no longer outstanding. Thereafter, only the
Company's obligations in Section 7.7 shall survive.

Section 11.2. Application of Trust.

            All money deposited with the Trustee pursuant to Section 11.1 shall
be held in trust and, at the written direction of the Company, be invested prior
to maturity in U.S. Government Securities, and applied by the Trustee in
accordance with the provisions of the Notes and this Indenture, to the payment,
either directly or through any Paying Agent as the Trustee may determine, to the
Persons entitled thereto, of the principal (and premium, if any) and interest
for the payment of which money has been deposited with the Trustee; but such
money need not be segregated from other funds except to the extent required by
law.

                                  ARTICLE XII.

                                  MISCELLANEOUS

Section 12.1. Trust Indenture Act Controls.

            If any provision hereof limits, qualifies or conflicts with a
provision of the TIA or another provision that would be required or deemed under
such Act to be part of and govern this Indenture if this Indenture were subject
thereto, the latter provision shall control. If any provision of this Indenture
modifies or excludes any provision of the TIA that may be so modified or
excluded, the latter provision shall be deemed to apply to this Indenture as so
modified or to be excluded, as the case may be.

Section 12.2. Notices.

            Any notice or communication by the Company or the Trustee to others
is duly given if in writing and delivered in Person or mailed by first class
mail (registered or certified, return receipt requested), telex, telecopier or
overnight air courier guaranteeing next day delivery, to the others' address:

                                      -85-


            If to the Company:

                  INTERMET Corporation
                  5445 Corporate Drive
                  Suite 200
                  Troy, Michigan  48098-2683
                  Attention:  Chief Financial Officer
                  Fax:  (248) 952-2501

            With a copy to:

                  Foley & Lardner
                  150 W. Jefferson Avenue
                  Suite 1000
                  Detroit, Michigan  48226
                  Attention:  Patrick Daugherty, Esq.
                  Fax:  (313) 963-9308

            If to the Trustee:

                  U.S. Bank National Association
                  Attention:  Corporate Trust Administration
                  180 East 5th Street
                  Suite 200
                  St Paul, MN 55101
                  Fax:  (651) 244-0711

            The Company or the Trustee, by notice to the others, may designate
additional or different addresses for subsequent notices or communications.

            All notices and communications (other than those sent to Holders)
shall be deemed to have been duly given: at the time delivered by hand, if
personally delivered; five Business Days after being deposited in the mail,
postage prepaid, if mailed; when answered back, if telexed; when receipt
acknowledged, if telecopied; and the next Business Day after timely delivery to
the courier, if sent by overnight air courier guaranteeing next day delivery.

            Any notice or communication to a Holder shall be mailed by first
class mail, certified or registered, return receipt requested, or by overnight
air courier guaranteeing next day delivery to its address shown on the register
kept by the Registrar. Any notice or communication shall also be so mailed to
any Person described in TIA Section 313(c), to the extent required by the TIA.
Failure to mail a notice or communication to a Holder or any defect in it shall
not affect its sufficiency with respect to other Holders.

            If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the address
receives it.

                                      -86-


            If the Company mails a notice or communication to Holders, it shall
mail a copy to the Trustee and each Agent at the same time.

Section 12.3. Communication by Holders of Notes with Other Holders of Notes.

            Holders may communicate pursuant to TIA Section 312(b) with other
Holders with respect to their rights under this Indenture or the Notes. The
Company, the Trustee, the Registrar and anyone else shall have the protection of
TIA Section 312(c).

Section 12.4. Certificate and Opinion as to Conditions Precedent.

            Upon any request or application by the Company and/or any Guarantor
to the Trustee to take any action under this Indenture, the Company and/or any
Guarantor shall furnish to the Trustee:

            (a)   an Officers' Certificate in form and substance reasonably
      satisfactory to the Trustee (which shall include the statements set forth
      in Section 12.5 hereof) stating that, in the opinion of the signers, all
      conditions precedent and covenants, if any, provided for in this Indenture
      relating to the proposed action have been satisfied; and

            (b)   an Opinion of Counsel in form and substance reasonably
      satisfactory to the Trustee (which shall include the statements set forth
      in Section 12.5 hereof) stating that, in the opinion of such counsel, all
      such conditions precedent and covenants have been satisfied.

Section 12.5. Statements Required in Certificate or Opinion.

            Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to TIA Section 314(a)(4)) shall comply with the provisions of
TIA Section 314(e) and shall include:

            (a)   a statement that the Person making such certificate or opinion
      has read such covenant or condition;

            (b)   a brief statement as to the nature and scope of the
      examination or investigation upon which the statements or opinions
      contained in such certificate or opinion are based;

            (c)   a statement that, in the opinion of such Person, he or she has
      made such examination or investigation as is necessary to enable him to
      express an informed opinion as to whether or not such covenant or
      condition has been satisfied; and

            (d)   a statement as to whether or not, in the opinion of such
      Person, such condition or covenant has been satisfied.

                                      -87-


Section 12.6. Rules by Trustee and Agents.

            The Trustee may make reasonable rules for action by or at a meeting
of Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

Section 12.7. No Personal Liability of Directors, Officers, Employees and
              Stockholders.

            No past, present or future director, officer, employee,
incorporator, agent or stockholder or Affiliate of the Company, as such, shall
have any liability for any obligations of the Company under the Notes, this
Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. No past, present or future director, officer,
employee, incorporator, agent or stockholder or Affiliate of any of the
Guarantors, as such, shall have any liability for any obligations of the
Guarantors under the Guarantees, this Indenture or for any claim based on, in
respect of, or by reason of, such obligations or their creation. Each Holder of
Notes and Guarantees by accepting a Note and a Guarantee waives and releases all
such liabilities. The waiver and release are part of the consideration for
issuance of the Notes and the Guarantees. Such waiver may not be effective to
waive liabilities under the federal securities law and it is the view of the
Commission that such a waiver is against public policy.

Section 12.8. Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.

            THIS INDENTURE, THE GUARANTEES AND THE NOTES SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, BUT WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
THE COMPANY AND EACH GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF
ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW
YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW
YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
THIS INDENTURE, THE GUARANTEES AND THE NOTES, AND IRREVOCABLY ACCEPTS FOR ITSELF
AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, JURISDICTION OF
THE AFORESAID COURTS. THE TRUSTEE, THE COMPANY AND EACH GUARANTOR IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT THAT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE
LAW, TRIAL BY JURY AND ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH
COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH
COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING HEREIN SHALL AFFECT THE
RIGHT OF THE TRUSTEE OR ANY HOLDER OF THE NOTES TO SERVE PROCESS IN ANY OTHER
MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED
AGAINST THE COMPANY OR ANY GUARANTOR IN ANY OTHER JURISDICTION.

                                      -88-


Section 12.9. No Adverse Interpretation of Other Agreements.

            This Indenture may not be used to interpret any other indenture,
loan or debt agreement of the Company or its Subsidiaries or of any other
Person. Any such indenture, loan or debt agreement may not be used to interpret
this Indenture.

Section 12.10. Successors.

            All agreements of the Company in this Indenture and the Notes shall
bind their successors. All agreements of the Trustee in this Indenture shall
bind its successors.

Section 12.11. Severability.

            In case any provision in this Indenture or in the Notes shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

Section 12.12. Counterpart Originals.

            The parties may sign any number of copies of this Indenture. Each
signed copy shall be an original, but all of them together represent the same
agreement.

Section 12.13. Table of Contents, Headings, Etc.

            The Table of Contents, Cross-Reference Table and Headings of the
Articles and Sections of this Indenture, which have been inserted for
convenience of reference only, are not to be considered a part of this Indenture
and shall in no way modify or restrict any of the terms or provisions hereof.

Section 12.14. Qualification of Indenture.

            The Company shall qualify this Indenture under the TIA in accordance
with the terms and conditions of the Registration Rights Agreement and shall pay
all reasonable costs and expenses (including attorneys' fees for the Company,
the Trustee and the Holders of the Notes) incurred in connection therewith,
including, but not limited to, costs and expenses of qualification of this
Indenture and the Notes and printing this Indenture and the Notes. The Trustee
shall be entitled to receive from the Company any such Officers' Certificates,
Opinions of Counsel or other documentation as it may reasonably request in
connection with any such qualification of this Indenture under the TIA.

                         [Signatures on following page]

                                     -S-1-


                                   SIGNATURES


                                      INTERMET CORPORATION

                                      By:  /s/ John Doddridge
                                           -----------------------------------
                                           Name:  John Doddridge
                                           Title: Chairman of the Board and
                                                    Chief Executive Officer

                                      By:  /s/ Doretha Christoph
                                           -----------------------------------
                                           Name:  Doretha Christoph
                                           Title: Vice President Finance and
                                                    Chief Financial Officer

                                      U.S. BANK NATIONAL ASSOCIATION,
                                      as Trustee

                                      By:  /s/ Rick Prokosch
                                           -----------------------------------
                                           Name:  Rick Prokosch
                                           Title: Vice President

                                     -S-2-


                                 THE GUARANTORS:

                                            LYNCHBURG FOUNDRY COMPANY
                                            NORTHERN CASTINGS CORPORATION
                                            IRONTON IRON, INC.
                                            INTERMET U.S. HOLDING, INC.
                                            COLUMBUS FOUNDRY, L.P.
                                              BY: INTERMET U.S. HOLDING, INC.
                                                 its General Partner
                                            SUDM, INC.
                                            ALEXANDER CITY CASTING COMPANY, INC.
                                            TOOL PRODUCTS, INC.
                                            SUDBURY, INC.
                                            CAST-MATIC CORPORATION
                                            FRISBY P.M.C., INCORPORATED
                                            WAGNER CASTINGS COMPANY
                                            WAGNER HAVANA, INC.
                                            DIVERSIFIED DIEMAKERS, INC.
                                            GANTON TECHNOLOGIES, INC.


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



                                      By:  /s/ Michael Skrzypczak
                                           -----------------------------------
                                           Name:  Michael Skrzypczak
                                           Title: Treasurer

                                                                      SCHEDULE A


                          Guarantors of the Securities



                                                    Jurisdiction of
Name                                                Organization
- ----                                                ------------
                                                 

Lynchburg Foundry Company                           Virginia

Northern Castings Corporation                       Georgia

Ironton Iron, Inc.                                  Ohio

Intermet U.S. Holding, Inc.                         Delaware

Columbus Foundry, L.P.                              Delaware

SUDM, Inc.                                          Michigan

Alexander City Casting Company, Inc.                Alabama

Tool Products, Inc.                                 Delaware

Sudbury, Inc.                                       Delaware

Cast-Matic Corporation                              Michigan

Frisby P.M.C., Incorporated                         Illinois

Wagner Castings Company                             Delaware

Wagner Havana, Inc.                                 Delaware

Diversified Diemakers, Inc.                         Delaware

Ganton Technologies, Inc.                           Illinois


                                                                       EXHIBIT A

                              FORM OF SERIES A NOTE

                                 (Face of Note)

                              INTERMET CORPORATION

                           9 3/4% SENIOR NOTE DUE 2009

[THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A
DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER
OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE
DEPOSITARY TO ANYONE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.](1)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS
EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS
THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT), (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY
IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES
ACT OR (C) IT IS AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3),
OR (7) UNDER THE SECURITIES ACT (AN "ACCREDITED



- ----------
(1)   To be included only if the Note is issued in global form.

INVESTOR"), (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL
ISSUANCE OF THIS NOTE RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO
INTERMET CORPORATION OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO
A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE
SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR THAT,
PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S.
BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS
AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE
FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS NOTE), (D)
OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904
UNDER THE SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM
REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F)
IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO
INTERMET CORPORATION IF INTERMET CORPORATION SO REQUESTS), OR (G) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT
WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY
TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE
WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE, IF THE PROPOSED
TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER,
FURNISH TO THE TRUSTEE AND INTERMET CORPORATION SUCH CERTIFICATIONS, LEGAL
OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO
CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S.
PERSON" HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.





                                       A-2

                              INTERMET CORPORATION

                           9 3/4% SENIOR NOTE DUE 2009

                                                     CUSIP No.
                                                              ------------------
No.                                                  $
    --------                                          --------------------------

Interest Payment Dates: June 15 and December 15
Record Dates: June 1 and December 1

            INTERMET CORPORATION, a Georgia corporation (the "Company," which
term includes any successor corporation under the indenture hereinafter referred
to), for value received promises to pay to _____________________________________
_______________ or registered assigns, the principal sum of ____________________
Dollars on June 15, 2009.

            Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as set forth at this place.

            Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Note
shall not be entitled to any benefits under the Indenture referred to on the
reverse hereof or be valid or obligatory for any purpose.

            IN WITNESS WHEREOF, the Company has caused this Note to be duly
executed under its corporate seal.

[SEAL]                                    Dated:

                                          INTERMET CORPORATION

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

                                          By:
                                              ----------------------------------
                                              Name:
                                              Title:
This is one of the Notes referred to
in the within-mentioned Indenture:

U.S. BANK NATIONAL ASSOCIATION
as Trustee

By:
     -------------------------
     Authorized Signatory



                                       A-3

                                 (Back of Note)

                          9 3/4% Senior Notes due 2009

            Capitalized terms used herein shall have the meanings assigned to
them in the Indenture referred to below unless otherwise indicated.

            1.    Interest. The Company promises to pay interest on the
principal amount of this Note at the rate of 9 3/4% per annum from the date of
original issuance until maturity and shall pay the Additional Interest pursuant
to the registration rights agreement referred below. The Company will pay
interest and Additional Notes semi-annually on June 15 and December 15 of each
year, or if any such day is not a Business Day, on the next succeeding Business
Day (each an "Interest Payment Date"). Interest on the Note will accrue from the
most recent date to which interest has been paid or, if no interest has been
paid, from the date of issuance; provided that if there is no existing Default
in the payment of interest, and if this Note is authenticated between a record
date referred to on the face hereof and the next succeeding Interest Payment
Date, interest shall accrue from such next succeeding Interest Payment Date;
provided, further, that the first Interest Payment Date shall be [           ],
200[ ]. The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue payments of the principal,
Purchase Price and Redemption Price of this Note from time to time on demand at
a rate that is 1% per annum in excess of the rate then in effect; it shall pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest and Additional Interest, if
any, (without regard to any applicable grace periods) hereon from time to time
on demand at the same rate to the extent lawful. Interest will be computed on
the basis of a 360-day year of twelve 30-day months.

            2.    Method of Payment. The Company will pay interest on the Notes
(except defaulted interest) and Additional Interest, if any, to the Persons who
are registered Holders of Notes at the close of business on the June 1 and
December 1 next preceding the Interest Payment Date, even if such Notes are
canceled after such record date and on or before such Interest Payment Date,
except as provided in Section 2.12 of the Indenture with respect to defaulted
interest. Any such installment of interest or Additional Interest, if any, not
punctually paid or duly provided for shall forthwith cease to be payable to the
registered Holders on such Interest Payment Date, and may be paid to the
registered Holders at the close of business on a special interest payment date
to be fixed by the Trustee for the payment of such defaulted interest, notice
whereof shall be given to the registered Holders not less than 10 days prior to
such special interest payment date, or may be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Notes may be listed, and upon such notice as may be required by
such exchange, all as more fully provided in the Indenture. The Notes will be
payable as to principal, Redemption Price, Purchase Price, interest and
Additional Interest, if any, at the office or agency of the Company maintained
for such purpose within or without the City and State of New York, or, at the
option of the Company, payment of interest and Additional Interest may be made
by check mailed to the Holders at their addresses set forth in the register of
Holders, provided that payment by wire transfer of immediately available funds
will be required with respect to principal, Redemption Price and Purchase Price
of, and interest and Additional Interest (if any) on, all Global Notes and all
other Notes the Holders of which shall have provided wire transfer instructions
to the Trustee or the Paying Agent. Such payment shall be in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.


                                      A-4

            3.    Paying Agent and Registrar. Initially, U.S. Bank National
Association, the Trustee under the Indenture, will act as Paying Agent and
Registrar. The Company may change any Paying Agent or Registrar without notice
to any Holder. The Company may act in any such capacity.

            4.    Indenture and Guarantees. The Company issued $175.0 million in
aggregate principal amount of the Notes under an Indenture dated as of June 13,
2002 (the "Indenture") between the Company, the Guarantors and the Trustee. The
terms of the Notes include those stated in the Indenture and those made part of
the Indenture by reference to the Trust Indenture Act of 1939, as amended (15
U.S.C. Code Sections 77aaa-77bbbb). The Notes are subject to all such
terms, and Holders are referred to the Indenture and such Act for a statement of
such terms. The Notes are general obligations of the Company. Payment on each
Note is guaranteed on a senior basis, jointly and severally, by the Guarantors
pursuant to Article Ten of the Indenture. The Company may issue Additional Notes
under the Indenture.

            5.    Optional Redemption. The Company may redeem any or all of the
Notes at any time on or after June 15, 2006, upon not less than 30 nor more than
60 days' prior notice in amounts of $1,000 or an integral multiple thereof at
the Redemption Prices (expressed as a percentage of the principal amount) set
forth below, if redeemed during the 12-month period beginning June 15 of the
years indicated below:



            Year                                  Redemption Price
            ----                                  ----------------
                                               
            2006...............................       104.875%
            2007...............................       102.438%
            2008 and thereafter................       100.000%


in each case together with accrued and unpaid interest and Additional Interest,
if any, to the Redemption Date.

            If less than all the Notes are to be redeemed, the Trustee will
select the particular Notes or portions thereof to be redeemed by lot, pro rata
or by any other method the Trustee shall deem fair and reasonable.

            6.    Special Redemption. In the event the Company completes one or
more Public Equity Offerings on or before June 15, 2005, the Company, at its
option, may use the net cash proceeds from any such Public Equity Offering to
redeem up to 35% of the original principal amount of the Notes (a "Special
Redemption") at a Redemption Price of 109.750% of the principal amount,
together with accrued and unpaid interest and Additional Interest (if any), to
the date of redemption, provided, however, that at least 65% of the original
principal amount of the Notes issued will remain outstanding immediately after
each such redemption; and provided, further, that each such redemption shall
occur within 120 days after the date of the closing of the applicable Public
Equity Offering. If less than all the Notes are to be redeemed, the Trustee will
select the particular Notes or portions thereof to be redeemed by lot, only pro
rata or on as nearly a pro rata basis as is practicable (subject to DTC
procedures).



                                      A-5

            7.    Mandatory Redemption. Except as set forth in Paragraph 9 below
with respect to repurchases of Notes in certain events, the Company shall not be
required to make mandatory redemption payments with respect to the Notes.

            8.    Notice of Redemption. Subject to the provisions of the
Indenture, a notice of redemption will be mailed at least 30 days but not more
than 60 days (or 45 days in the case of mandatory redemption) before the
Redemption Date to each Holder whose Notes are to be redeemed at its registered
address. Notes in denominations larger than $1,000 may be redeemed in part but
only in whole multiples of $1,000, unless all of the Notes held by a Holder are
to be redeemed. On and after the redemption date interest ceases to accrue on
Notes or portions thereof called for redemption.

            9.    Repurchase at Option of Holder.

            (a)   If there is a Change of Control, the Company shall be required
to make an offer (a "Change of Control Offer") to repurchase all or any part
(equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a
Purchase Price equal to 101% of the principal amount thereof plus accrued and
unpaid interest and Additional Interest, if any, to the date of repurchase, in
accordance with the procedures set forth in the Indenture. Within 30 days
following any Change of Control, the Company shall mail a notice to each Holder
setting forth the procedures governing the Change of Control Offer as required
by the Indenture.

            (b)   On the 366th day after an Asset Sale or such earlier date, if
any, as the Board of Directors of the Company or of such Restricted Subsidiary
determines not to apply the Net Cash Proceeds relating to such Asset Sale as set
forth in clauses (3)(a), (3)(b) and (3)(c) of paragraph (A) of Section 4.10 of
the Indenture (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount
of Net Cash Proceeds which have not been applied on or before such Net Proceeds
Offer Trigger Date as permitted in clauses (3)(a), (3)(b) and (3)(c) of
paragraph (A) of Section 4.10 of the Indenture (each, a "Net Proceeds Offer
Amount") shall be applied by the Company or such Restricted Subsidiary to make
an offer to purchase (the "Net Proceeds Offer") to all Holders and, on a
Purchase Date not less than 30 nor more than 45 days following the applicable
Net Proceeds Offer Trigger Date, from all Holders pro rata, that amount of Notes
to be purchased, plus accrued and unpaid interest thereon, if any, to the date
of purchase.

            (c)   Each Net Proceeds Offer will be mailed to the record Holders
as shown on the register of Holders within 30 days following the Net Proceeds
Offer Trigger Date, with a copy to the Trustee, and shall comply with the
procedures set forth in the Indenture. Upon receiving notice of the Net Proceeds
Offer, Holders may elect to tender their Notes in whole or in part in integral
multiples of $1,000 in exchange for cash. To the extent Holders properly tender
Notes in an amount exceeding the Net Proceeds Offer Amount, the tendered Notes
will be purchased pro rata based on the aggregate amounts of Notes tendered (and
the Trustee shall select the tendered Notes of tendering Holders pro rata based
on the amount of Notes tendered). A Net Proceeds Offer shall remain open for a
period of 20 business days or such longer period as may be required by law.

            10.   Denominations, Transfer, Exchange. The Notes are in registered
form without coupons in denominations of $1,000 and integral multiples of
$1,000. The transfer of Notes may be registered and Notes may be exchanged as
provided in the Indenture. The Registrar and the Trustee may require a Holder,
among other things, to furnish appropriate endorsements and transfer docu-


                                      A-6

ments and the Company may require a Holder to pay any taxes and fees required by
law or permitted by the Indenture. The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, it need not
exchange or register the transfer of any Notes for a period of 15 days before a
selection of Notes to be redeemed or during the period between a record date and
the corresponding Interest Payment Date.

            11.   Persons Deemed Owners. The registered Holder of a Note may be
treated as its owner for all purposes.

            12.   Amendment, Supplement and Waiver. Subject to certain
exceptions, the Indenture and the Notes may be amended or supplemented with the
consent of the Holders of at least a majority in principal amount of the then
outstanding Notes, and any existing default or compliance with any provision of
the Indenture or the Notes may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes. Without the consent
of any Holder of a Note, the Indenture and the Notes may be amended or
supplemented to cure any ambiguity, defect or inconsistency, to provide for
uncertificated Notes in addition to or in place of certificated Notes, to
provide for the assumption of the Company's obligations to Holders of the Notes
in case of a merger or consolidation, to make any change that would provide any
additional rights or benefits to the Holders of the Notes or that does not
adversely affect the legal rights under the Indenture of any such Holder, or to
comply with the requirements of the Commission in order to effect or maintain
the qualification of the Indenture under the Trust Indenture Act.

            13.   Defaults and Remedies. Events of Default include: (i) default
for 30 days in the payment when due of interest or Additional Interest, if any,
on the Notes; (ii) default in payment when due of principal, Redemption Price or
Purchase Price of the Notes when the same becomes due and payable at maturity,
upon redemption, repurchase or otherwise (including the failure to make a
payment to purchase Notes tendered pursuant to a Change of Control Offer or a
Net Proceeds Offer); (iii) failure by the Company to comply with any covenant
contained in the Indenture for 45 days after notice to the Company by the
Trustee or the Holders of at least 25% of the aggregate principal amount of the
Notes outstanding; (iv) default under certain other agreements relating to
Indebtedness of the Company which default (a) is caused by a failure to pay any
amount due at the stated maturity thereof or (b) results in the acceleration of
such Indebtedness prior to its express maturity and, in each case, the principal
amount of such Indebtedness, together with the principal amount of any other
such Indebtedness under which there has been a default for failure to pay
principal at final maturity or the maturity of which has been so accelerated,
aggregates $20.0 million or more; (v) certain final judgments for the payment of
money that remain undischarged for a period of 60 days, provided that the
aggregate of all such undischarged judgments exceeds $20.0 million; and (vi)
certain events of bankruptcy or insolvency with respect to the Company or any
Significant Subsidiary of the Company. If any Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the then outstanding Notes may declare all the Notes to be due and payable
immediately. Upon any such declaration, the entire principal amount of, and
accrued and unpaid interest and Additional Interest, if any, on the Notes shall
become immediately due and payable. Notwithstanding the foregoing, in the case
of an Event of Default arising from certain events of bankruptcy or insolvency,
all outstanding Notes will become due and payable without further action or
notice. Holders may not enforce the Indenture or the Notes except as provided in
the Indenture. Subject to certain limitations, Holders of a majority in
principal amount of the then outstanding Notes may direct the Trustee in its


                                      A-7

exercise of any trust or power. The Trustee may withhold from Holders of the
Notes notice of any continuing Default or Event of Default (except a Default or
Event of Default relating to payment on any Note) if it determines that
withholding notice is in their interest. The Holders of a majority in principal
amount of the Notes may waive any existing or past Default or Event of Default
under the Indenture, and its consequences, except a default in the payment of
the principal of, or interest on any Notes. The Company is required to deliver
to the Trustee annually a statement regarding compliance with the Indenture, and
the Company is required upon becoming aware of any Default or Event of Default,
to deliver to the Trustee a statement specifying such Default or Event of
Default.

            14.   Trustee Dealings with Company. Subject to certain limitations,
the Trustee under the Indenture, in its individual or any other capacity, may
become owner or pledge of Notes and may otherwise deal with the Company or its
Affiliates as if it were not Trustee.

            15.   No Recourse Against Others. No past, present or future
director, officer, employee, incorporator or stockholder of the Company, as
such, shall have any liability for any obligations of the Company under the
Notes or the Indenture or for any claim based on, in respect of, or by reason
of, such obligations or their creation. Each Holder by accepting a Note waives
and releases all such liability. The waiver and release are part of the
consideration for the issuance of the Notes.

            16.   Authentication. This Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.

            17.   Abbreviations. Customary abbreviations may be used in the name
of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

            18.   Discharge Prior to Maturity. If the Company deposits with the
Trustee or Paying Agent cash or U.S. Government Securities sufficient to pay the
principal or Redemption Price of, and interest and Additional Interest, if any,
on, the Notes to maturity or a specified Redemption Date and satisfies certain
conditions specified in the Indenture, the Company will be discharged from the
Indenture, except for certain Sections thereof.

            19.   Governing Law. The Indenture and Guarantees and this Note
shall be governed by and construed in accordance with the laws of the State of
New York but without giving effect to applicable principles of conflicts of law
to the extent that the application of the law of another jurisdiction would be
required thereby. Each of the Company and each Guarantor hereby irrevocably
submits to the jurisdiction of any New York state court sitting in the Borough
of Manhattan in the City of New York or any Federal court sitting in the Borough
of Manhattan in the City of New York in respect of any suit, action or
proceeding arising out of or relating to the Indenture and the Notes, and
irrevocably accept for itself and in respect of its property, generally and
unconditionally, jurisdiction of the aforesaid courts. Each of the Company and
each Guarantor irrevocably waives, to the fullest extent that it may effectively
do so under applicable law, trial by jury and any objection which it may now or
hereafter have to the laying of the venue of any such suit, action or proceeding
brought in any such court and any claim that any such suit, action or proceeding
brought in any such court has been brought in an inconvenient forum. Nothing
herein shall affect the right of the Trustee or any


                                      A-8

Holder of the Notes to serve process in any other manner permitted by law or to
commence legal proceedings or otherwise proceed against the Company or any
Guarantor in any other jurisdiction.

            20.   CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the correctness or accuracy of such numbers either as printed on the Notes
or as contained in any notice of redemption or repurchase and reliance may be
placed only on the other identification numbers placed thereon.

            21.   Registration Rights. Pursuant to a registration rights
agreement, the Company will be obligated upon the occurrence of certain events
to consummate an exchange offer pursuant to which the Holder of this Note shall
have the right to exchange this Series A Note for the Company's 9-3/4% Senior
Notes due 2009, Series B, which have been registered under the Securities Act,
in like principal amount and having terms identical in all material respects as
the Series A Notes. The Holders shall be entitled to receive certain additional
interest payments in the event such exchange offer is not consummated and upon
certain other conditions, all pursuant to and in accordance with the terms of
such registration rights agreement.

            The Company will furnish to any Holder upon written request and
without charge a copy of the Indenture. Request may be made to:

                        INTERMET Corporation
                        5445 Corporate Drive
                        Suite 200
                        Troy, Michigan 48098-2683
                        Attention:  Secretary



                                      A-9

                                 ASSIGNMENT FORM

            To assign this Note, fill in the form below:

            (I) or (we) assign and transfer this Note to

- --------------------------------------------------------------------------------
                  (Insert assignee's soc. sec. or tax I.D. no.)

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

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

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

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

- --------------------------------------------------------------------------------
              (Print or type assignee's name address and zip code)

and irrevocably appoint
                       ---------------------------------------------------------
agent to transfer this Note on the books of the Company. The agent may
substitute another to act for him.

      Date: _____________________

                                    Your Signature:
                                                   -----------------------------
                                                   (Sign exactly as your name
                                                   appears on the face of this
                                                   Note)

            Signature Guarantee:
                                -----------------------------------------------
                                (Participant in recognized signature guarantee
                                medallion program)





                                      A-10

                       OPTION OF HOLDER TO ELECT PURCHASE

            If you wish to elect to have all or any portion of this Note
purchased by the Company pursuant to Section 4.10 ("Net Proceeds Offer") or
Section 4.15 ("Change of Control Offer") of the Indenture, check the applicable
boxes

           [ ] Net Proceeds Offer:       [ ] Change of Control Offer:

               in whole    [ ]               in whole    [ ]

               in part     [ ]               in part     [ ]

               Amount to be                  Amount to be
               purchased: $                  purchased: $
                           -----------                   -----------

            Dated:                        Signature:
                   -------------------              ----------------------------
                                                    (Sign exactly as your name
                                                    appears on the other side of
                                                    this Note)

            Signature Guarantee:
                                ------------------------------------------------
                                (Participant in recognized signature guarantee
                                medallion program)

            Social Security Number or
            Taxpayer Identification Number:
                                           ------------------------------------


                                      A-11

                                                                       EXHIBIT B

                              FORM OF SERIES B NOTE

                                 (Face of Note)

                              INTERMET CORPORATION

                           9 3/4% SENIOR NOTE DUE 2009

[THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A
DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER
OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE
DEPOSITARY TO ANYONE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.](2)





- ----------
(2)   To be included only if the Note is issued in global form.

                              INTERMET CORPORATION

                           9 3/4% SENIOR NOTE DUE 2009

                                                       CUSIP No.
                                                                 ---------------
No.                                                    $
    --------                                            ------------------------

Interest Payment Dates: June 15 and December 15
Record Dates: June 1 and December 1

            INTERMET CORPORATION, a Georgia corporation (the "Company," which
term includes any successor corporation under the indenture hereinafter referred
to ), for value received promises to pay to ____________________________________
________________ or registered assigns, the principal sum of ___________________
Dollars on June 15, 2009.

            Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as set forth at this place.

            Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Note
shall not be entitled to any benefits under the Indenture referred to on the
reverse hereof or be valid or obligatory for any purpose.

            IN WITNESS WHEREOF, the Company has caused this Note to be duly
executed under its corporate seal.

[SEAL]                                    Dated:

                                          INTERMET CORPORATION

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

                                          By:
                                              ----------------------------------
                                              Name:
                                              Title:
This is one of the Notes referred to
in the within-mentioned Indenture:

U.S. BANK NATIONAL ASSOCIATION,
as Trustee

By:
   ------------------------------
   Authorized Signatory




                                      B-2

                                 (Back of Note)

                          9 3/4% Senior Notes due 2009

            Capitalized terms used herein shall have the meanings assigned to
them in the Indenture referred to below unless otherwise indicated.

            1.    Interest. The Company promises to pay interest on the
principal amount of this Note at the rate of 9 3/4 % per annum from the date of
original issuance until maturity. The Company will pay interest and Additional
Interest semi-annually on June 15 and December 15 of each year, or if any such
day is not a Business Day, on the next succeeding Business Day (each an
"Interest Payment Date"). Interest on the Note will accrue from the most recent
date to which interest has been paid or, if no interest has been paid, from the
date of issuance; provided that if there is no existing Default in the payment
of interest, and if this Note is authenticated between a record date referred to
on the face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date; provided, further, that
the first Interest Payment Date shall be [              ], 200[ ]. The Company
shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue payments of the principal, Purchase Price and
Redemption Price of this Note from time to time on demand at a rate that is 1%
per annum in excess of the rate then in effect; it shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest and Additional Interest, if any, (without regard to any
applicable grace periods) hereon from time to time on demand at the same rate to
the extent lawful. Interest will be computed on the basis of a 360-day year of
twelve 30-day months.

            2.    Method of Payment. The Company will pay interest on the Notes
(except defaulted interest) and Additional Interest, if any, to the Persons who
are registered Holders of Notes at the close of business on the June 1 and
December 1 next preceding the Interest Payment Date, even if such Notes are
canceled after such record date and on or before such Interest Payment Date,
except as provided in Section 2.12 of the Indenture with respect to defaulted
interest. Any such installment of interest or Additional Interest, if any, not
punctually paid or duly provided for shall forthwith cease to be payable to the
registered Holders on such Interest Payment Date, and may be paid to the
registered Holders at the close of business on a special interest payment date
to be fixed by the Trustee for the payment of such defaulted interest, notice
whereof shall be given to the registered Holders not less than 10 days prior to
such special interest payment date, or may be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Notes may be listed, and upon such notice as may be required by
such exchange, all as more fully provided in the Indenture. The Notes will be
payable as to principal, Redemption Price, Purchase Price, interest and
Additional Interest, if any, at the office or agency of the Company maintained
for such purpose within or without the City and State of New York, or, at the
option of the Company, payment of interest and Additional Interest may be made
by check mailed to the Holders at their addresses set forth in the register of
Holders, provided that payment by wire transfer of immediately available funds
will be required with respect to principal, Redemption Price and Purchase Price
of, and interest and Additional Interest (if any) on, all Global Notes and all
other Notes the Holders of which shall have provided wire transfer instructions
to the Trustee or the Paying Agent. Such payment shall be in such


                                      B-3

coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts.

            3.    Paying Agent and Registrar. Initially, U.S. Bank National
Association, the Trustee under the Indenture, will act as Paying Agent and
Registrar. The Company may change any Paying Agent or Registrar without notice
to any Holder. The Company may act in any such capacity.

            4.    Indenture and Guarantees. The Company issued $175.0 million in
aggregate principal amount of the Notes under an Indenture dated as of June 13,
2002 (the "Indenture") between the Company, the Guarantors and the Trustee. The
terms of the Notes include those stated in the Indenture and those made part of
the Indenture by reference to the Trust Indenture Act of 1939, as amended (15
U.S.C. Code Sections 77aaa-77bbbb). The Notes are subject to all such
terms, and Holders are referred to the Indenture and such Act for a statement of
such terms. The Notes are general obligations of the Company. Payment on each
Note is guaranteed on a senior basis, jointly and severally, by the Guarantors
pursuant to Article Ten of the Indenture. The Company may issue Additional Notes
under the Indenture.

            5.    Optional Redemption. The Company may redeem any or all of the
Notes at any time on or after June 15, 2006, upon not less than 30 nor more than
60 days' prior notice in amounts of $1,000 or an integral multiple thereof at
the Redemption Prices (expressed as a percentage of the principal amount) set
forth below, if redeemed during the 12-month period beginning June 15 of the
years indicated below:



            Year                                   Redemption Price
            ----                                   ----------------
                                                
            2006...............................        104.875%
            2007...............................        102.438%
            2008 and thereafter................        100.000%


in each case together with accrued and unpaid interest and Additional Interest,
if any, to the Redemption Date.

            If less than all the Notes are to be redeemed, the Trustee will
select the particular Notes or portions thereof to be redeemed by lot, pro rata
or by any other method the Trustee shall deem fair and reasonable.

            6.    Special Redemption. In the event the Company completes one or
more Public Equity Offerings on or before June 15, 2005, the Company, at its
option, may use the net cash proceeds from any such Public Equity Offering to
redeem up to 35% of the original principal amount of the Notes (a "Special
Redemption") at a Redemption Price of 109.750% of the principal amount,
together with accrued and unpaid interest and Additional Interest (if any), to
the date of redemption, provided, however, that at least 65% of the original
principal amount of the Notes issued will remain outstanding immediately after
each such redemption; and provided, further, that each such redemption shall
occur within 120 days after the date of the closing of the applicable Public
Equity Offering. If less than all the Notes are to be redeemed, the Trustee will
select the particular Notes or portions


                                      B-4

thereof to be redeemed by lot, only pro rata or on as nearly a pro rata basis as
is practicable (subject to DTC procedures).

            7.    Mandatory Redemption. Except as set forth in Paragraph 9 below
with respect to repurchases of Notes in certain events, the Company shall not be
required to make mandatory redemption payments with respect to the Notes.

            8.    Notice of Redemption. Subject to the provisions of the
Indenture, a notice of redemption will be mailed at least 30 days but not more
than 60 days (or 45 days in the case of Mandatory redemption) before the
Redemption Date to each Holder whose Notes are to be redeemed at its registered
address. Notes in denominations larger than $1,000 may be redeemed in part but
only in whole multiples of $1,000, unless all of the Notes held by a Holder are
to be redeemed. On and after the redemption date interest ceases to accrue on
Notes or portions thereof called for redemption.

            9.    Repurchase at Option of Holder.

            (a)   If there is a Change of Control, the Company shall be required
to make an offer (a "Change of Control Offer") to repurchase all or any part
(equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a
Purchase Price equal to 101% of the principal amount thereof plus accrued and
unpaid interest and Additional Interest, if any, to the date of repurchase, in
accordance with the procedures set forth in the Indenture. Within 30 days
following any Change of Control, the Company shall mail a notice to each Holder
setting forth the procedures governing the Change of Control Offer as required
by the Indenture.

            (b)   On the 366th day after an Asset Sale or such earlier date, if
any, as the Board of Directors of the Company or of such Restricted Subsidiary
determines not to apply the Net Cash Proceeds relating to such Asset Sale as set
forth in clauses (3)(a), (3)(b) and (3)(c) of paragraph (A) of Section 4.10 of
the Indenture (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount
of Net Cash Proceeds which have not been applied on or before such Net Proceeds
Offer Trigger Date as permitted in clauses (3)(a), (3)(b) and (3)(c) of
paragraph (A) of Section 4.10 of the Indenture (each, a "Net Proceeds Offer
Amount") shall be applied by the Company or such Restricted Subsidiary to make
an offer to purchase (the "Net Proceeds Offer") to all Holders on a Purchase
Date not less than 30 nor more than 45 days following the applicable Net
Proceeds Offer Trigger Date, from all Holders pro rata, that amount of Notes to
be purchased, plus accrued and unpaid interest thereon, if any, to the date of
purchase.

            (c)   Each Net Proceeds Offer will be mailed to the record Holders
as shown on the register of Holders within 30 days following the Net Proceeds
Offer Trigger Date, with a copy to the Trustee, and shall comply with the
procedures set forth in the Indenture. Upon receiving notice of the Net Proceeds
Offer, Holders may elect to tender their Notes in whole or in part in integral
multiples of $1,000 in exchange for cash. To the extent Holders properly tender
properly tender such Indebtedness in an amount exceeding the Net Proceeds Offer
Amount, the tendered will be purchased pro rata based on the aggregate amounts
of Notes tendered (and the Trustee shall select the tendered Notes of tendering
Holders pro rata based on the amount of Notes tendered). A Net Proceeds Offer
shall remain open for a period of 20 business days or such longer period as may
be required by law.



                                      B-5

            10.   Denominations, Transfer, Exchange. The Notes are in registered
form without coupons in denominations of $1,000 and integral multiples of
$1,000. The transfer of Notes may be registered and Notes may be exchanged as
provided in the Indenture. The Registrar and the Trustee may require a Holder,
among other things, to furnish appropriate endorsements and transfer documents
and the Company may require a Holder to pay any taxes and fees required by law
or permitted by the Indenture. The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, it need not
exchange or register the transfer of any Notes for a period of 15 days before a
selection of Notes to be redeemed or during the period between a record date and
the corresponding Interest Payment Date.

            11.   Persons Deemed Owners. The registered Holder of a Note may be
treated as its owner for all purposes.

            12.   Amendment, Supplement and Waiver. Subject to certain
exceptions, the Indenture and the Notes may be amended or supplemented with the
consent of the Holders of at least a majority in principal amount of the then
outstanding Notes, and any existing default or compliance with any provision of
the Indenture or the Notes may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes. Without the consent
of any Holder of a Note, the Indenture and the Notes may be amended or
supplemented to cure any ambiguity, defect or inconsistency, to provide for
uncertificated Notes in addition to or in place of certificated Notes, to
provide for the assumption of the Company's obligations to Holders of the Notes
in case of a merger or consolidation, to make any change that would provide any
additional rights or benefits to the Holders of the Notes or that does not
adversely affect the legal rights under the Indenture of any such Holder, or to
comply with the requirements of the Commission in order to effect or maintain
the qualification of the Indenture under the Trust Indenture Act.

            13.   Defaults and Remedies. Events of Default include: (i) default
for 30 days in the payment when due of interest or Additional Interest, if any,
on the Notes; (ii) default in payment when due of principal, Redemption Price or
Purchase Price of the Notes when the same becomes due and payable at maturity,
upon redemption, repurchase or otherwise (including the failure to make a
payment to purchase Notes tendered pursuant to a Change of Control Offer or a
Net Proceeds Offer); (iii) failure by the Company to comply with any covenant
contained in the Indenture for 45 days after notice to the Company by the
Trustee or the Holders of at least 25% of the aggregate principal amount of the
Notes outstanding; (iv) default under certain other agreements relating to
Indebtedness of the Company which default (a) is caused by a failure to pay any
amount due at the stated maturity thereof or (b) results in the acceleration of
such Indebtedness prior to its express maturity and, in each case, the principal
amount of such Indebtedness, together with the principal amount of any other
such Indebtedness under which there has been a default for failure to pay
principal at final maturity or the maturity of which has been so accelerated,
aggregates $20.0 million or more; (v) certain final judgments for the payment of
money that remain undischarged for a period of 60 days, provided that the
aggregate of all such undischarged judgments exceeds $20.0 million; and (vi)
certain events of bankruptcy or insolvency with respect to the Company or any
Significant Subsidiary of the Company. If any Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the then outstanding Notes may declare all the Notes to be due and payable
immediately. Upon any such declaration, the entire principal amount of, and
accrued and unpaid interest and Addi-


                                      B-6

tional Interest, if any, on the Notes shall become immediately due and payable.
Notwithstanding the foregoing, in the case of an Event of Default arising from
certain events of bankruptcy or insolvency, all outstanding Notes will become
due and payable without further action or notice. Holders may not enforce the
Indenture or the Notes except as provided in the Indenture. Subject to certain
limitations, Holders of a majority in principal amount of the then outstanding
Notes may direct the Trustee in its exercise of any trust or power. The Trustee
may withhold from Holders of the Notes notice of any continuing Default or Event
of Default (except a Default or Event of Default relating to payment on any
Note) if it determines that withholding notice is in their interest. The Holders
of a majority in principal amount of the Notes may waive any existing or past
Default or Event of Default under the Indenture, and its consequences, except a
default in the payment of the principal of, or interest on any Notes. The
Company is required to deliver to the Trustee annually a statement regarding
compliance with the Indenture, and the Company is required upon becoming aware
of any Default or Event of Default, to deliver to the Trustee a statement
specifying such Default or Event of Default.

            14.   Trustee Dealings with Company. Subject to certain limitations,
the Trustee under the Indenture, in its individual or any other capacity, may
become owner or pledge of Notes and may otherwise deal with the Company or its
Affiliates as if it were not Trustee.

            15.   No Recourse Against Others. No past, present or future
director, officer, employee, incorporator or stockholder of the Company, as
such, shall have any liability for any obligations of the Company under the
Notes or the Indenture or for any claim based on, in respect of, or by reason
of, such obligations or their creation. Each Holder by accepting a Note waives
and releases all such liability. The waiver and release are part of the
consideration for the issuance of the Notes.

            16.   Authentication. This Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.

            17.   Abbreviations. Customary abbreviations may be used in the name
of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

            18.   Discharge Prior to Maturity. If the Company deposits with the
Trustee or Paying Agent cash or U.S. Government Securities sufficient to pay the
principal or Redemption Price of, and interest and Additional Interest, if any,
on, the Notes to maturity or a specified Redemption Date and satisfies certain
conditions specified in the Indenture, the Company will be discharged from the
Indenture, except for certain Sections thereof.

            19.   Governing Law. The Indenture and Guarantees and this Note
shall be governed by and construed in accordance with the laws of the State of
New York but without giving effect to applicable principles of conflicts of law
to the extent that the application of the law of another jurisdiction would be
required thereby. Each of the Company and each Guarantor hereby irrevocably
submits to the jurisdiction of any New York state court sitting in the Borough
of Manhattan in the City of New York or any Federal court sitting in the Borough
of Manhattan in the City of New York in respect of any suit, action or
proceeding arising out of or relating to the Indenture and the Notes, and
irrevocably accept for itself and in respect of its property, generally and
unconditionally, jurisdic-


                                      B-7

tion of the aforesaid courts. Each of the Company and each Guarantor irrevocably
waives, to the fullest extent that it may effectively do so under applicable
law, trial by jury and any objection which it may now or hereafter have to the
laying of the venue of any such suit, action or proceeding brought in any such
court and any claim that any such suit, action or proceeding brought in any such
court has been brought in an inconvenient forum. Nothing herein shall affect the
right of the Trustee or any Holder of the Notes to serve process in any other
manner permitted by law or to commence legal proceedings or otherwise proceed
against the Company or any Guarantor in any other jurisdiction.

            20.   CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the correctness or accuracy of such numbers either as printed on the Notes
or as contained in any notice of redemption or repurchase and reliance may be
placed only on the other identification numbers placed thereon.

            The Company will furnish to any Holder upon written request and
without charge a copy of the Indenture. Request may be made to:

                        INTERMET Corporation
                        5445 Corporate Drive
                        Suite 200
                        Troy, Michigan 49098-2083
                        Attention:  Secretary






                                      B-8

                                 ASSIGNMENT FORM

            To assign this Note, fill in the form below:

            (I) or (we) assign and transfer this Note to

- --------------------------------------------------------------------------------
                  (Insert assignee's soc. sec. or tax I.D. no.)

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

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

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

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

- --------------------------------------------------------------------------------
              (Print or type assignee's name address and zip code)

and irrevocably appoint
                       ---------------------------------------------------------
agent to transfer this Note on the books of the Company. The agent may
substitute another to act for him.

      Date:
            --------------------

                                    Your Signature:
                                                   ----------------------------
                                                   (Sign exactly as your name
                                                   appears on the face of this
                                                   Note)

            Signature Guarantee:
                                 -----------------------------------------------
                                 (Participant in recognized signature guarantee
                                  medallion program)




                                      B-9

                       OPTION OF HOLDER TO ELECT PURCHASE

            If you wish to elect to have all or any portion of this Note
purchased by the Company pursuant to Section 4.10 ("Net Proceeds Offer") or
Section 4.15 ("Change of Control Offer") of the Indenture, check the applicable
boxes

            [ ] Net Proceeds Offer:       [ ] Change of Control Offer:

                in whole    [ ]               in whole    [ ]

                in part     [ ]               in part     [ ]

                Amount to be                  Amount to be
                purchased: $                  purchased: $
                            -----------                   -----------


            Dated:                       Signature:
                   ------------------              -----------------------------
                                                   (Sign exactly as your name
                                                   appears on the other side of
                                                   this Note)

            Signature Guarantee:
                                ------------------------------------------------
                                (Participant in recognized signature guarantee
                                medallion program)

            Social Security Number or
            Taxpayer Identification Number:
                                           -------------------------------------



                                      B-10

                                                                       EXHIBIT C

                                    GUARANTEE

            For value received, [each of] the undersigned hereby unconditionally
guarantees, as principal obligor and not only as a surety, to the Holder of this
Note the cash payments in United States dollars of principal of, premium, if
any, and interest on this Note (and including Additional Interest payable
thereon) in the amounts and at the times when due and interest on the overdue
principal, premium, if any, and interest, if any, of this Note, if lawful, and
the payment or performance of all other Obligations of the Company under the
Indenture (as defined below) or the Note, to the Holder of this Note and the
Trustee, all in accordance with and subject to the terms and limitations of this
Note, Article Ten of the Indenture and this Guarantee. This Guarantee will
become effective in accordance with Article Ten of the Indenture and its terms
shall be evidenced therein. The validity and enforceability of this Guarantee
shall not be affected by the fact that it is not affixed to any particular Note.
Capitalized terms used but not defined herein shall have the meanings ascribed
to them in the Indenture dated as of June 13, 2002, among INTERMET Corporation,
a Georgia corporation, as issuer (the "Company"), each of the Guarantors named
therein and U.S. Bank National Association, as trustee (the "Trustee") (as
amended or supplemented, the "Indenture").

            THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to
submit to the jurisdiction of the courts of the State of New York in any action
or proceeding arising out of or relating to this Guarantee.

            This Guarantee is subject to release upon the terms set forth in the
Indenture.

                                          [GUARANTOR(S)]


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




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

                                                                    EXHIBIT D(1)


                        FORM OF REGULATION S CERTIFICATE

                                                   -------------------,-------


U.S. Bank National Association
U.S. Bank Corporate Trust Center
180 East 5th Street
Suite 200
St. Paul, MN  55101

Attention: Corporate Trust Administration

            Re:   INTERMET Corporation (the "Company")
                  9 3/4% Senior Notes due 2009 (the "Notes")

Dear Sirs:

            This letter relates to U.S. $ ______________ principal amount at
maturity of Notes represented by a certificate (the "Legended Certificate")
which bears a legend outlining restrictions upon transfer of such Legended
Certificate. Pursuant to Section 2.1 of the Indenture (the "Indenture") dated as
of June 13, 2002 relating to the Notes, we hereby certify that we are (or we
will hold such securities on behalf of) a person outside the United States to
whom the Notes could be transferred in accordance with Rule 904 of Regulation S
promulgated under the U.S. Securities Act of 1933, as amended.

            You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby. Terms used in this letter have the
meanings set forth in Regulation S.

                                    Very truly yours,

                                    [Name of Holder]


                                    By:
                                       ----------------------------------
                                              Authorized Signature

                                                                    EXHIBIT D(2)


                           CERTIFICATE TO BE DELIVERED
               UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES

                                                       -----------------, ------


U.S. Bank National Association
U.S. Bank Corporate Trust Center
180 East 5th Street
Suite 200
St. Paul, MN  55101

Attention: Corporate Trust Administration

            Re:   INTERMET Corporation (the "Company")
                  9 3/4% Senior Notes due 2009 (the "Notes")

Dear Sirs:

            This Certificate relates to $ _____________ principal amount of
Notes held in

            [ ] book-entry* or [ ] certificated form*

            by ___________________________________(the "Transferor").

            The Transferor:*

            [ ] has requested the Trustee by written order to deliver in
exchange for its beneficial interest in the Global Note held by the Depositary a
Note or Notes in certificated, registered form of authorized denominations in an
aggregate principal amount equal to its beneficial interest in such Global Note
(or the portion thereof indicated above); or

            [ ] has requested the Trustee by written order to exchange or
register the transfer of a Note or Notes.

            In connection with such request and in respect of each such Note,
the Transferor does hereby certify that Transferor is familiar with the
Indenture relating to the above captioned Notes and as provided in Section 2.6
of such Indenture, the transfer of this Note does not require registration under
the Securities Act (as defined below) because:*



- ----------
*     Check applicable box

            [ ] Such Note is being acquired for the Transferor's own account,
without transfer.

            [ ] Such Note is being transferred to a "qualified institutional
buyer" (as defined in Rule 144A under the Securities Act of 1933, as amended
(the "Securities Act")) in reliance on Rule 144A.

            [ ] Such Note is being transferred to an "Accredited Investor" (as
defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in
accordance with Regulation D under the Securities Act.

            [ ] Such Note is being transferred pursuant to an exemption from
registration in accordance with Regulation S under the Securities Act.

            [ ] Such Note is being transferred in accordance with Rule 144 under
the Securities Act, or pursuant to an effective registration statement under the
Securities Act.

            [ ] Such Note is being transferred in reliance on and in compliance
with an exemption from the registration requirements of the Securities Act,
other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of
Counsel to the effect that such transfer does not require registration under the
Securities Act accompanies this Certificate.

                                    Very truly yours,


                                    -----------------------------------------
                                    [INSERT NAME OF TRANSFEROR]


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

Date:
      ------------------




                                     D(2)-2

                                                                       EXHIBIT E

                            FORM OF CERTIFICATE TO BE
                          DELIVERED IN CONNECTION WITH
                    TRANSFERS TO NON-QIB ACCREDITED INVESTORS


                                                ----------------------,-------


U.S. Bank National Association
U.S. Bank Corporate Trust Center
180 East 5th Street
Suite 200
St. Paul, MN  55101

Attention: Corporate Trust Administration

            Re:   INTERMET Corporation (the "Company")
                  9 3/4% Senior Notes due 2009 (the "Notes")

Dear Sirs:

            In connection with our proposed purchase of 9 3/4% Senior Notes due
2009 (the "Notes") of the Company, we confirm that:

            1.    We understand that any subsequent transfer of the Notes is
subject to certain restrictions and conditions set forth in the Indenture dated
as of June 13, 2002 relating to the Notes (the "Indenture") and the undersigned
agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes
except in compliance with such restrictions and conditions and the Securities
Act of 1933, as amended (the "Securities Act").

            2.    We understand that the Notes have not been registered under
the Securities Act or any other applicable securities law, and that the Notes
may not be offered, sold or otherwise transferred except as permitted in the
following sentence. We agree, on our own behalf and on behalf of any accounts
for which we are acting as hereinafter stated, that if we should offer, sell,
transfer, pledge, hypothecate or otherwise dispose of any Notes within two years
after the original issuance of the Notes, we will do so only (A) to the Company
or any Subsidiary thereof, (B) inside the United States to a "qualified
institutional buyer" in compliance with Rule 144A under the Securities Act, (C)
inside the United States to an institutional "accredited investor" (as defined
below) that, prior to such transfer, furnishes to you a signed letter
substantially in the form of this letter, (D) outside the United States to a
foreign person in compliance with Rule 904 of Regulation S under the Securities
Act, (E) pursuant to the exemption from registration provided by Rule 144 under
the Securities Act (if available), (F) in accordance with another exemption from
the registration requirements of the Securities Act, or (G) pursuant to an
effective registration statement under the Securities Act, and we further agree
to provide to any person purchasing any of the Notes from us a notice advising
such purchaser that resales of the Notes are restricted as stated herein and in
the Indenture.

            3.    We understand that, on any proposed transfer of any Notes
prior to the later of the original issue date of the Notes and the last date the
Notes were held by an affiliate of the Company pursuant to paragraphs 2(C), 2(D)
and 2(E) above, we will be required to furnish to you and the Company such
certifications, legal opinions and other information as you and the Company may
reasonably require to confirm that the proposed transfer complies with the
foregoing restrictions. We further understand that the Notes purchased by us
will bear a legend to the foregoing effect.

            4.    We are an institutional "accredited investor" (as defined in
Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and have such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of our investment in the Notes, and we and any
accounts for which we are acting are acquiring the Notes for investment purposes
and not with a view to, or offer of sale in connection with, any distribution in
violation of the Securities Act, and we are each able to bear the economic risk
of our or its investment.

            5.    We are acquiring the Notes purchased by us for our own account
or for one or more accounts (each of which is an institutional "accredited
investor") as to each of which we exercise sole investment discretion.

            You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.

                                    Very truly yours,

                                    (Name of Transferee)


                                    By:
                                       ----------------------------------------
                                                 Authorized Signature







                                      E-2

                                                                       EXHIBIT F

                       FORM OF CERTIFICATE TO BE DELIVERED
                          IN CONNECTION WITH TRANSFERS
                            PURSUANT TO REGULATION S


                                                    ------------------, ------


U.S. Bank National Association
U.S. Bank Corporate Trust Center
180 East 5th Street
Suite 200
St. Paul, MN 55101

            Re:   INTERMET Corporation (the "Company")
                  9-3/4% Senior Notes due 2009 (the "Notes")

Dear Sirs:

            In connection with our proposed sale of $_________ aggregate
principal amount at maturity of the Notes, we confirm that such sale has been
effected pursuant to and in accordance with Regulation S under the Securities
Act of 1933, as amended, and, accordingly, we represent that:

            (1)   the offer of the Securities was not made to a person in the
      United States;

            (2)   at the time the buy order was originated, the transferee was
      outside the United States or we and any person acting on our behalf
      reasonably believed that the transferee was outside the United States;

            (3)   no directed selling efforts have been made by us in the United
      States in contravention of the requirements of Rule 903(b) or Rule 904(b)
      of Regulation S, as applicable; and

            (4)   the transaction is not part of a plan or scheme to evade the
      registration requirements of the U.S. Securities Act of 1933.

            You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby. Terms used in this letter have the
meanings set forth in Regulation S.

                                    Very truly yours,

                                    [Name of Transferor]


                                    By:
                                       ----------------------------------
                                             Authorized Signature

EX-4.3

                                                                     Exhibit 4.3



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


                          REGISTRATION RIGHTS AGREEMENT

                            Dated as of June 13, 2002

                                      Among

                              INTERMET CORPORATION

                                       and

                           THE GUARANTORS NAMED HEREIN

                                   as Issuers,

                                       and

         DEUTSCHE BANK SECURITIES INC., BANC OF AMERICA SECURITIES LLC,
           SCOTIA CAPITAL (USA) INC., SUNTRUST CAPITAL MARKETS, INC.,
         BANC ONE CAPITAL MARKETS, INC., COMERICA SECURITIES, INC., and
                              ABN AMRO INCORPORATED
                              as Initial Purchasers

                          9-3/4% Senior Notes due 2009

                                TABLE OF CONTENTS



                                                                            Page
                                                                            ----
                                                                      
1.    Definitions......................................................       1

2.    Exchange Offer...................................................       5

3.    Shelf Registration...............................................       9

4.    Additional Interest..............................................      10

5.    Registration Procedures..........................................      12

6.    Registration Expenses............................................      21

7.    Indemnification and Contribution.................................      22

8.    Rules 144 and 144A...............................................      27

9.    Underwritten Registrations.......................................      27

10.   Miscellaneous....................................................      27





                                       -i-

                          REGISTRATION RIGHTS AGREEMENT

            This Registration Rights Agreement (this "Agreement") is dated as of
June 13, 2002, among INTERMET CORPORATION, a Georgia corporation (the
"Company"), the subsidiaries of the Company that are listed on the signature
pages hereto (collectively, and together with any entity that in the future
executes a supplemental indenture pursuant to which such entity agrees to
guarantee the Notes (as hereinafter defined), the "Guarantors" and, together
with the Company, the "Issuers"), and DEUTSCHE BANK SECURITIES INC., BANC OF
AMERICA SECURITIES LLC, SCOTIA CAPITAL (USA) INC., SUNTRUST CAPITAL MARKETS,
INC., BANC ONE CAPITAL MARKETS, INC., COMERICA SECURITIES, INC., and ABN AMRO
INCORPORATED, as initial purchasers (the "Initial Purchasers").

            This Agreement is entered into in connection with the Purchase
Agreement by and among the Issuers and the Initial Purchasers, dated as of June
10, 2002 (the "Purchase Agreement"), which provides for, among other things, the
sale by the Company to the Initial Purchasers of $175,000,000 aggregate
principal amount of the Company's 9-3/4% Senior Notes due 2009 (the "Notes"),
guaranteed by the Guarantors (the "Guarantees"). The Notes and the Guarantees
are collectively referenced to herein as the "Securities". In order to induce
the Initial Purchasers to enter into the Purchase Agreement, the Issuers have
agreed to provide the registration rights set forth in this Agreement for the
benefit of the Initial Purchasers and any subsequent holder or holders of the
Securities. The execution and delivery of this Agreement is a condition to the
Initial Purchasers' obligation to purchase the Securities under the Purchase
Agreement.

            The parties hereby agree as follows:

      1.    Definitions

            As used in this Agreement, the following terms shall have the
following meanings:

            Additional Interest: See Section 4(a) hereof.

            Advice: See the last paragraph of Section 5 hereof.

            Agreement: See the introductory paragraphs hereto.

            Applicable Period: See Section 2(b) hereof.

            Business Day: Any day that is not a Saturday, Sunday or a day on
which banking institutions in New York are authorized or required by law to be
closed.

                                      -2-


            Company: See the introductory paragraphs hereto.

            Effectiveness Date: With respect to (i) the Exchange Offer
Registration Statement, the 165th day after the Issue Date and (ii) any Shelf
Registration Statement, the 90th day after the Filing Date with respect thereto;
provided, however, that if the Effectiveness Date would otherwise fall on a day
that is not a Business Day, then the Effectiveness Date shall be the next
succeeding Business Day.

            Effectiveness Period: See Section 3(a) hereof.

            Event Date: See Section 4 hereof.

            Exchange Act: The Securities Exchange Act of 1934, as amended, and
the rules and regulations of the SEC promulgated thereunder.

            Exchange Notes: See Section 2(a) hereof.

            Exchange Offer: See Section 2(a) hereof.

            Exchange Offer Registration Statement: See Section 2(a) hereof.

            Filing Date: (A) If no Registration Statement has been filed by the
Issuers pursuant to this Agreement, the 75th day after the Issue Date; and (B)
in any other case (which may be applicable notwithstanding the consummation of
the Exchange Offer), the 75th day after the delivery of a Shelf Notice as
required pursuant to Section 2(c) hereof; provided, however, that if the Filing
Date would otherwise fall on a day that is not a Business Day, then the Filing
Date shall be the next succeeding Business Day.

            Guarantees: See the introductory paragraphs hereto.

            Guarantors: See the introductory paragraphs hereto.

            Holder: Any holder of a Registrable Note or Registrable Notes.

            Indenture: The Indenture, dated as of June 13, 2002, by and among
the Issuers and U.S. Bank National Association, as Trustee, pursuant to which
the Notes are being issued, as amended or supplemented from time to time in
accordance with the terms thereof.

            Information: See Section 5(o) hereof.

            Initial Purchasers: See the introductory paragraphs hereto.

            Initial Shelf Registration: See Section 3(a) hereof.

                                      -3-


            Inspectors: See Section 5(o) hereof.

            Issue Date: June 13, 2002, the date of original issuance of the
Notes.

            Issuers: See the introductory paragraphs hereto.

            NASD: See Section 5(s) hereof.

            Notes: See the introductory paragraphs hereto.

            Participant: See Section 7(a) hereof.

            Participating Broker-Dealer: See Section 2(b) hereof.

            Person: An individual, trustee, corporation, partnership, limited
liability company, joint stock company, trust, unincorporated association,
union, business association, firm or other legal entity.

            Private Exchange: See Section 2(b) hereof.

            Private Exchange Notes: See Section 2(b) hereof.

            Prospectus: The prospectus included in any Registration Statement
(including, without limitation, any prospectus subject to completion and a
prospectus that includes any information previously omitted from a prospectus
filed as part of an effective registration statement in reliance upon Rule 430A
under the Securities Act and any term sheet filed pursuant to Rule 434 under the
Securities Act), as amended or supplemented by any prospectus supplement, and
all other amendments and supplements to the Prospectus, including post-effective
amendments, and all material incorporated by reference or deemed to be
incorporated by reference in such Prospectus.

            Purchase Agreement: See the introductory paragraphs hereof.

            Records: See Section 5(o) hereof.

            Registrable Notes: Each Note (and the related Guarantees) upon its
original issuance and at all times subsequent thereto, each Exchange Note (and
the related guarantees) as to which Section 2(c)(iv) hereof is applicable upon
original issuance and at all times subsequent thereto and each Private Exchange
Note (and the related guarantees) upon original issuance thereof and at all
times subsequent thereto, until, in each case, the earliest to occur of (i) a
Registration Statement (other than, with respect to any Exchange Note as to
which Section 2(c)(iv) hereof is applicable, the Exchange Offer Registration
Statement) covering such Note, Exchange Note or Private Exchange Note has been
declared effective by the SEC and

                                      -4-


such Note, Exchange Note or such Private Exchange Note (and the related
guarantees), as the case may be, has been disposed of in accordance with such
effective Registration Statement, (ii) such Note has been exchanged pursuant to
the Exchange Offer for an Exchange Note or Exchange Notes (and the related
guarantees) that may be resold without restriction under state and federal
securities laws, (iii) such Note, Exchange Note or Private Exchange Note (and
the related guarantees), as the case may be, ceases to be outstanding for
purposes of the Indenture or (iv) such Note, Exchange Note or Private Exchange
Note (and the related guarantees), as the case may be, may be resold without
restriction pursuant to Rule 144(k) (as amended or replaced) under the
Securities Act.

            Registration Statement: Any registration statement of the Issuers
that covers any of the Notes, the Exchange Notes or the Private Exchange Notes
(and the related Guarantees) filed with the SEC under the Securities Act,
including the Prospectus, amendments and supplements to such registration
statement, including post-effective amendments, all exhibits, and all material
incorporated by reference or deemed to be incorporated by reference in such
registration statement.

            Rule 144: Rule 144 under the Securities Act.

            Rule 144A: Rule 144A under the Securities Act.

            Rule 405: Rule 405 under the Securities Act.

            Rule 415: Rule 415 under the Securities Act.

            Rule 424: Rule 424 under the Securities Act.

            SEC: The U.S. Securities and Exchange Commission.

            Securities: See the introductory paragraphs hereto.

            Securities Act: The Securities Act of 1933, as amended, and the
rules and regulations of the SEC promulgated thereunder.

            Shelf Notice: See Section 2(c) hereof.

            Shelf Registration: See Section 3(b) hereof.

            Shelf Registration Statement: Any Registration Statement relating to
a Shelf Registration.

            Subsequent Shelf Registration: See Section 3(b) hereof.

                                      -5-


            TIA: The Trust Indenture Act of 1939, as amended.

            Trustee: The trustee under the Indenture and the trustee (if any)
under any indenture governing the Exchange Notes and Private Exchange Notes (and
the related guarantees).

            Underwritten registration or underwritten offering: A registration
in which securities of one or more of the Issuers are sold to an underwriter for
reoffering to the public.

            Except as otherwise specifically provided, all references in this
Agreement to acts, laws, statutes, rules, regulations, releases, forms,
no-action letters and other regulatory requirements (collectively, "Regulatory
Requirements") shall be deemed to refer also to any amendments thereto and all
subsequent Regulatory Requirements adopted as a replacement thereto having
substantially the same effect therewith; provided that Rule 144 shall not be
deemed to amend or replace Rule 144A.

      2.    Exchange Offer

            (a)   Unless the Exchange Offer would violate applicable law or any
applicable interpretation of the staff of the SEC, the Issuers shall file with
the SEC, no later than the Filing Date, a Registration Statement (the "Exchange
Offer Registration Statement") on an appropriate registration form with respect
to a registered offer (the "Exchange Offer") to exchange any and all of the
Registrable Notes for a like aggregate principal amount of debt securities of
the Company (the "Exchange Notes"), guaranteed by the Guarantors, that are
identical in all material respects to the Securities, except that (i) the
Exchange Notes shall contain no restrictive legend thereon and (ii) interest
thereon shall accrue from the last date on which interest was paid on the Notes
or, if no such interest has been paid, from the Issue Date, and which are
entitled to the benefits of the Indenture or a trust indenture which is
identical in all material respects to the Indenture (other than such changes to
the Indenture or any such identical trust indenture as are necessary to comply
with the TIA) and which, in either case, has been qualified under the TIA. The
Exchange Offer shall comply with all applicable tender offer rules and
regulations under the Exchange Act and other applicable laws. The Issuers shall
use their reasonable best efforts to (x) cause the Exchange Offer Registration
Statement to be declared effective under the Securities Act on or before the
Effectiveness Date; (y) keep the Exchange Offer open for at least 30 days (or
longer if required by applicable law) after the date that notice of the Exchange
Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior to
the 200th day following the Issue Date.

            Each Holder (including, without limitation, each Participating
Broker-Dealer) who participates in the Exchange Offer will be required to
represent to the Issuers in writing (which may be contained in the applicable
letter of transmittal) that: (i) any Exchange Notes acquired in exchange for
Registrable Notes tendered are being acquired in the ordinary course

                                      -6-


of business of the Person receiving such Exchange Notes, whether or not such
recipient is such Holder itself; (ii) at the time of the commencement or
consummation of the Exchange Offer neither such Holder nor, to the actual
knowledge of such Holder, any other Person receiving Exchange Notes from such
Holder has an arrangement or understanding with any Person to participate in the
distribution of the Exchange Notes in violation of the provisions of the
Securities Act; (iii) neither the Holder nor, to the actual knowledge of such
Holder, any other Person receiving Exchange Notes from such Holder is an
"affiliate" (as defined in Rule 405) of the Company or, if it is an affiliate of
the Company, it will comply with the registration and prospectus delivery
requirements of the Securities Act to the extent applicable and will provide
information to be included in the Shelf Registration Statement in accordance
with Section 5 hereof in order to have their Notes included in the Shelf
Registration Statement and benefit from the provisions regarding Additional
Interest in Section 4 hereof; (iv) neither such Holder nor, to the actual
knowledge of such Holder, any other Person receiving Exchange Notes from such
Holder is engaging in or intends to engage in a distribution of the Exchange
Notes; and (v) if such Holder is a Participating Broker-Dealer, such Holder has
acquired the Registrable Notes as a result of market-making activities or other
trading activities and that it will comply with the applicable provisions of the
Securities Act (including, but not limited to, the prospectus delivery
requirements thereunder).

            Upon consummation of the Exchange Offer in accordance with this
Section 2, the provisions of this Agreement shall continue to apply, mutatis
mutandis, solely with respect to Registrable Notes that are Private Exchange
Notes, Exchange Notes as to which Section 2(c)(iv) is applicable and Exchange
Notes held by Participating Broker-Dealers, and the Issuers shall have no
further obligation to register Registrable Notes (other than Private Exchange
Notes and Exchange Notes as to which clause 2(c)(iv) hereof applies) pursuant to
Section 3 hereof.

            No securities other than the Exchange Notes shall be included in the
Exchange Offer Registration Statement.

            (b)   The Issuers shall include within the Prospectus contained in
the Exchange Offer Registration Statement a section entitled "Plan of
Distribution," reasonably acceptable to the Initial Purchasers, which shall
contain a summary statement of the positions taken or policies made by the staff
of the SEC with respect to the potential "underwriter" status of any
broker-dealer that is the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act) of Exchange Notes received by such broker-dealer in the Exchange
Offer (a "Participating Broker-Dealer"), whether such positions or policies have
been publicly disseminated by the staff of the SEC or such positions or policies
represent the prevailing views of the staff of the SEC. Such "Plan of
Distribution" section shall also expressly permit, to the extent permitted by
applicable policies and regulations of the SEC, the use of the Prospectus by all
Persons subject to the prospectus delivery requirements of the Securities Act,
including,

                                      -7-


to the extent permitted by applicable policies and regulations of the SEC, all
Participating Broker-Dealers, and include a statement describing the means by
which Participating Broker-Dealers may resell the Exchange Notes in compliance
with the Securities Act.

            The Issuers shall use their reasonable best efforts to keep the
Exchange Offer Registration Statement effective and to amend and supplement the
Prospectus contained therein in order to permit such Prospectus to be lawfully
delivered by all Persons subject to the prospectus delivery requirements of the
Securities Act for such period of time as is necessary to comply with applicable
law in connection with any resale of the Exchange Notes; provided, however, that
such period shall not be required to exceed 90 days or such longer period if
extended pursuant to the last paragraph of Section 5 hereof (the "Applicable
Period").

            If, prior to consummation of the Exchange Offer, the Initial
Purchasers hold any Notes acquired by them that have the status of an unsold
allotment in the initial distribution, the Issuers upon the request of the
Initial Purchasers shall simultaneously with the delivery of the Exchange Notes
issue and deliver to the Initial Purchasers, in exchange (the "Private
Exchange") for such Notes held by any such Holder, a like principal amount of
notes (the "Private Exchange Notes") of the Issuers, guaranteed by the
Guarantors, that are identical in all material respects to the Exchange Notes
except for the placement of a restrictive legend on such Private Exchange Notes.
The Private Exchange Notes shall be issued pursuant to the same indenture as the
Exchange Notes and bear the same CUSIP number as the Exchange Notes if permitted
by the CUSIP Service Bureau.

            In connection with the Exchange Offer, the Issuers shall:

            (1)   mail, or cause to be mailed, to each Holder of record entitled
      to participate in the Exchange Offer a copy of the Prospectus forming part
      of the Exchange Offer Registration Statement, together with an appropriate
      letter of transmittal and related documents;

            (2)   use their reasonable best efforts to keep the Exchange Offer
      open for not less than 30 days after the date that notice of the Exchange
      Offer is mailed to Holders (or longer if required by applicable law);

            (3)   utilize the services of a depositary for the Exchange Offer
      with an address in the Borough of Manhattan, The City of New York;

            (4)   permit Holders to withdraw tendered Securities at any time
      prior to the close of business, New York time, on the last Business Day on
      which the Exchange Offer remains open; and

                                      -8-


            (5)   otherwise comply in all material respects with all applicable
      laws, rules and regulations.

            As soon as practicable after the close of the Exchange Offer and the
Private Exchange, if any, the Issuers shall:

            (1)   accept for exchange all Registrable Notes validly tendered and
      not validly withdrawn pursuant to the Exchange Offer and the Private
      Exchange, if any;

            (2)   deliver to the Trustee for cancellation all Registrable Notes
      so accepted for exchange; and

            (3)   cause the Trustee to authenticate and deliver promptly to each
      Holder of Securities, Exchange Notes or Private Exchange Notes, as the
      case may be, equal in principal amount to the Securities of such Holder so
      accepted for exchange; provided that, in the case of any Securities held
      in global form by a depositary, authentication and delivery to such
      depositary of one or more replacement Securities in global form in an
      equivalent principal amount thereto for the account of such Holders in
      accordance with the Indenture shall satisfy such authentication and
      delivery requirement.

            The Exchange Offer and the Private Exchange shall not be subject to
any conditions, other than that (i) the Exchange Offer or Private Exchange, as
the case may be, does not violate applicable law or any applicable
interpretation of the staff of the SEC; (ii) no action or proceeding shall have
been instituted or threatened in any court or by any governmental agency which
might materially impair the ability of the Issuers to proceed with the Exchange
Offer or the Private Exchange, and no material adverse development shall have
occurred in any existing action or proceeding with respect to the Issuers; and
(iii) all governmental approvals shall have been obtained, which approvals the
Issuers deem necessary for the consummation of the Exchange Offer or Private
Exchange.

            The Exchange Notes and the Private Exchange Notes shall be issued
under (i) the Indenture or (ii) an indenture identical in all material respects
to the Indenture and which, in either case, has been qualified under the TIA or
is exempt from such qualification and shall provide that the Exchange Notes
shall not be subject to the transfer restrictions set forth in the Indenture.
The Indenture or such indenture shall provide that the Exchange Notes, the
Private Exchange Notes and the Securities shall vote and consent together on all
matters as one class and that none of the Exchange Notes, the Private Exchange
Notes or the Securities will have the right to vote or consent as a separate
class on any matter.

            (c)   If, (i) because of any change in law or in currently
prevailing interpretations of the staff of the SEC, the Issuers are not
permitted to effect the Exchange Offer, (ii) the Exchange Offer is not
consummated within 200 days of the Issue Date, (iii) the Initial Pur-

                                      -9-


chasers or any other holder of Private Exchange Notes so requests in writing to
the Company at any time after the consummation of the Exchange Offer, or (iv) in
the case of any Holder that participates in the Exchange Offer, such Holder does
not receive Exchange Notes on the date of the exchange that may be sold without
restriction under state and federal securities laws (other than due solely to
the status of such Holder as an affiliate of the Issuers within the meaning of
the Securities Act) and so notifies the Company within 30 days after such Holder
first becomes aware of such restrictions, in the case of each of clauses (i) to
and including (iv) of this sentence, then the Issuers shall promptly deliver to
the Holders and the Trustee written notice thereof (the "Shelf Notice") and
shall file a Shelf Registration pursuant to Section 3 hereof.

      3.    Shelf Registration

            If at any time a Shelf Notice is delivered as contemplated by
Section 2(c) hereof, then:

            (a)   Shelf Registration. The Issuers shall as promptly as
      practicable file with the SEC a Registration Statement for an offering to
      be made on a continuous basis pursuant to Rule 415 covering all of the
      Registrable Notes (the "Initial Shelf Registration"). The Issuers shall
      use their reasonable best efforts to file with the SEC the Initial Shelf
      Registration on or prior to the applicable Filing Date. The Initial Shelf
      Registration shall be on Form S-1 or another appropriate form permitting
      registration of such Registrable Notes for resale by Holders in the manner
      or manners designated by them (including, without limitation, one or more
      underwritten offerings). The Issuers shall not permit any securities other
      than the Registrable Notes and the Guarantees to be included in the
      Initial Shelf Registration or any Subsequent Shelf Registration (as
      defined below).

            The Issuers shall use their reasonable best efforts to cause the
      Shelf Registration to be declared effective under the Securities Act on or
      prior to the Effectiveness Date and to keep the Initial Shelf Registration
      continuously effective under the Securities Act until the date that is two
      years from the Issue Date or such shorter period ending when all
      Registrable Notes covered by the Initial Shelf Registration have been sold
      in the manner set forth and as contemplated in the Initial Shelf
      Registration or, if applicable, a Subsequent Shelf Registration (the
      "Effectiveness Period"); provided, however, that the Effectiveness Period
      in respect of the Initial Shelf Registration shall be extended to the
      extent required to permit dealers to comply with the applicable prospectus
      delivery requirements of Rule 174 under the Securities Act and as
      otherwise provided herein and shall be subject to reduction to the extent
      that the applicable provisions of Rule 144(k) are amended or revised to
      reduce the two year holding period set forth therein.

                                      -10-


            (b)   Withdrawal of Stop Orders; Subsequent Shelf Registrations. If
      the Initial Shelf Registration or any Subsequent Shelf Registration ceases
      to be effective for any reason at any time during the Effectiveness Period
      (other than because of the sale of all of the Notes registered
      thereunder), the Issuers shall use their reasonable best efforts to obtain
      the prompt withdrawal of any order suspending the effectiveness thereof,
      and in any event shall within 30 days of such cessation of effectiveness
      amend such Shelf Registration Statement in a manner to obtain the
      withdrawal of the order suspending the effectiveness thereof, or file an
      additional Shelf Registration Statement pursuant to Rule 415 covering all
      of the Registrable Notes covered by and not sold under the Initial Shelf
      Registration or an earlier Subsequent Shelf Registration (each, a
      "Subsequent Shelf Registration"). If a Subsequent Shelf Registration is
      filed, the Issuers shall use their reasonable best efforts to cause the
      Subsequent Shelf Registration to be declared effective under the
      Securities Act as soon as practicable after such filing and to keep such
      subsequent Shelf Registration continuously effective for a period equal to
      the number of days in the Effectiveness Period less the aggregate number
      of days during which the Initial Shelf Registration or any Subsequent
      Shelf Registration was previously continuously effective. As used herein
      the term "Shelf Registration" means the Initial Shelf Registration and any
      Subsequent Shelf Registration.

            (c)   Supplements and Amendments. The Issuers shall promptly
      supplement and amend the Shelf Registration if required by the rules,
      regulations or instructions applicable to the registration form used for
      such Shelf Registration, if required by the Securities Act, or if
      reasonably requested by the Holders of a majority in aggregate principal
      amount of the Registrable Notes (or their counsel) covered by such
      Registration Statement with respect to the information included therein
      with respect to one or more of such Holders, or by any underwriter of such
      Registrable Notes with respect to the information included therein with
      respect to such underwriter.

      4.    Additional Interest

            (a)   The Issuers and the Initial Purchasers agree that the Holders
will suffer damages if the Issuers fail to fulfill their obligations under
Section 2 or Section 3 hereof and that it would not be feasible to ascertain the
extent of such damages with precision. Accordingly, the Issuers agree to pay,
jointly and severally, as liquidated damages, additional interest on the Notes
("Additional Interest") under the circumstances and to the extent set forth
below (each of which shall be given independent effect):

            (i)   if (A) neither the Exchange Offer Registration Statement nor
      the Initial Shelf Registration has been filed on or prior to the Filing
      Date applicable thereto or (B) notwithstanding that the Issuers have
      consummated or will consummate the Exchange Offer, the Issuers are
      required to file a Shelf Registration and such Shelf Reg-

                                      -11-


      istration is not filed on or prior to the Filing Date applicable thereto,
      then, commencing on the day after any such Filing Date, Additional
      Interest shall accrue on the principal amount of the Notes at a rate of
      0.25% per annum for the first 90 days immediately following such
      applicable Filing Date, and such Additional Interest rate shall increase
      by an additional 0.25% per annum at the beginning of each subsequent
      90-day period; or

            (ii)  if (A) neither the Exchange Offer Registration Statement nor
      the Initial Shelf Registration is declared effective by the SEC on or
      prior to the Effectiveness Date applicable thereto or (B) notwithstanding
      that the Issuers have consummated or will consummate the Exchange Offer,
      the Issuers are required to file a Shelf Registration and such Shelf
      Registration is not declared effective by the SEC on or prior to the
      Effectiveness Date applicable to such Shelf Registration, then, commencing
      on the day after such Effectiveness Date, Additional Interest shall accrue
      on the principal amount of the Notes at a rate of 0.25% per annum for the
      first 90 days immediately following the day after such Effectiveness Date,
      and such Additional Interest rate shall increase by an additional 0.25%
      per annum at the beginning of each subsequent 90-day period; or

            (iii) if (A) the Issuers have not exchanged Exchange Notes for all
      Notes validly tendered in accordance with the terms of the Exchange Offer
      on or prior to the 200th day after the Issue Date or (B) if applicable, a
      Shelf Registration has been declared effective and such Shelf Registration
      ceases to be effective at any time during the Effectiveness Period, then
      Additional Interest shall accrue on the principal amount of the Notes at a
      rate of 0.25% per annum for the first 90 days commencing on the (x) 201st
      day after the Issue Date, in the case of (A) above, or (y) the day such
      Shelf Registration ceases to be effective in the case of (B) above, and
      such Additional Interest rate shall increase by an additional 0.25% per
      annum at the beginning of each such subsequent 90-day period;

provided, however, that the Additional Interest rate on the Notes may not accrue
under more than one of the foregoing clauses (i) - (iii) at any one time and at
no time shall the aggregate amount of additional interest accruing exceed in the
aggregate 1.0% per annum; provided, further, however, that (1) upon the filing
of the applicable Exchange Offer Registration Statement or the applicable Shelf
Registration as required hereunder (in the case of clause (i) above of this
Section 4), (2) upon the effectiveness of the Exchange Offer Registration
Statement or the applicable Shelf Registration Statement as required hereunder
(in the case of clause (ii) of this Section 4), or (3) upon the exchange of the
Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this
Section 4), or upon the effectiveness of the applicable Shelf Registration
Statement which had ceased to remain effective (in the case of (iii)(B) of this
Section 4), Additional Interest on the Notes in respect of which such events
re-

                                      -12-


late as a result of such clause (or the relevant subclause thereof), as the case
may be, shall cease to accrue.

            (b)   The Issuers shall notify the Trustee within one business day
after each and every date on which an event occurs in respect of which
Additional Interest is required to be paid (an "Event Date"). Any amounts of
Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section
4 will be payable in cash semiannually on each June 15 and December 15 (to the
holders of record on the June 1 and December 1 immediately preceding such
dates), commencing with the first such date occurring after any such Additional
Interest commences to accrue. The amount of Additional Interest will be
determined by multiplying the applicable Additional Interest rate by the
principal amount of the Registrable Notes, multiplied by a fraction, the
numerator of which is the number of days such Additional Interest rate was
applicable during such period (determined on the basis of a 360 day year
comprised of twelve 30 day months and, in the case of a partial month, the
actual number of days elapsed), and the denominator of which is 360.

      5.    Registration Procedures

            In connection with the filing of any Registration Statement pursuant
to Section 2 or 3 hereof, the Issuers shall effect such registrations to permit
the sale of the securities covered thereby in accordance with the intended
method or methods of disposition thereof, and pursuant thereto and in connection
with any Registration Statement filed by the Issuers hereunder each of the
Issuers shall:

            (a)   Prepare and file with the SEC on or prior to the applicable
      Filing Date a Registration Statement or Registration Statements as
      prescribed by Section 2 or 3 hereof, and use its reasonable best efforts
      to cause each such Registration Statement to become effective and remain
      effective as provided herein; provided, however, that if (1) such filing
      is pursuant to Section 3 hereof or (2) a Prospectus contained in the
      Exchange Offer Registration Statement filed pursuant to Section 2 hereof
      is required to be delivered under the Securities Act by any Participating
      Broker-Dealer who seeks to sell Exchange Notes during the Applicable
      Period relating thereto from whom any Issuer has received prior written
      notice that it will be a Participating Broker-Dealer in the Exchange
      Offer, before filing any Registration Statement or Prospectus or any
      amendments or supplements thereto, the Issuers shall furnish to and afford
      the Holders of the Registrable Notes covered by such Registration
      Statement (with respect to a Registration Statement filed pursuant to
      Section 3 hereof) or each such Participating Broker-Dealer (with respect
      to any such Registration Statement), as the case may be, their counsel and
      the managing underwriters, if any and in each case of which the Issuers
      have notice, a reasonable opportunity to review copies of all such
      documents (including copies of any documents to be incorporated by
      reference therein and all exhib-

                                      -13-


      its thereto) proposed to be filed (in each case at least five business
      days prior to such filing). The Issuers shall not file any Registration
      Statement or Prospectus or any amendments or supplements thereto if the
      Holders of a majority in aggregate principal amount of the Registrable
      Notes covered by such Registration Statement, their counsel, or the
      managing underwriters, if any, shall reasonably object on a timely basis.

            (b)   Prepare and file with the SEC such amendments and
      post-effective amendments to each Shelf Registration Statement or Exchange
      Offer Registration Statement, as the case may be, as may be necessary to
      keep such Registration Statement continuously effective for the
      Effectiveness Period, the Applicable Period or until consummation of the
      Exchange Offer, as the case may be; cause the related Prospectus to be
      supplemented by any Prospectus supplement required by applicable law, and
      as so supplemented to be filed pursuant to Rule 424; and comply with the
      provisions of the Securities Act and the Exchange Act applicable to it
      with respect to the disposition of all securities covered by such
      Registration Statement as so amended or in such Prospectus as so
      supplemented and with respect to the subsequent resale of any securities
      being sold by an Participating Broker-Dealer covered by any such
      Prospectus. The Issuers shall be deemed not to have used their reasonable
      best efforts to keep a Registration Statement effective if any Issuer
      voluntarily takes any action that would result in selling Holders of the
      Registrable Notes covered thereby or Participating Broker-Dealers seeking
      to sell Exchange Notes not being able to sell such Registrable Notes or
      such Exchange Notes during that period unless such action is required by
      applicable law or permitted by this Agreement (including as permitted
      pursuant to the final provision of Section 5(k) hereof).

            (c)   If (1) a Shelf Registration is filed pursuant to Section 3
      hereof, or (2) a Prospectus contained in the Exchange Offer Registration
      Statement filed pursuant to Section 2 hereof is required to be delivered
      under the Securities Act by any Participating Broker-Dealer who seeks to
      sell Exchange Notes during the Applicable Period relating thereto from
      whom any Issuer has received written notice that it will be a
      Participating Broker-Dealer in the Exchange Offer, notify the selling
      Holders of Registrable Notes (with respect to a Registration Statement
      filed pursuant to Section 3 hereof), or each such Participating
      Broker-Dealer (with respect to any such Registration Statement), as the
      case may be, their counsel and the managing underwriters, if any and in
      each case of which the Issuers have notice, promptly (but in any event
      within one business day), and confirm such notice in writing, (i) when a
      Prospectus or any Prospectus supplement or post-effective amendment has
      been filed, and, with respect to a Registration Statement or any
      post-effective amendment, when the same has become effective under the
      Securities Act (including in such notice a written statement that any
      Holder may, upon request, obtain, at the sole expense of the Issuers, one
      conformed copy of such Registration Statement or post-effective amendment
      including financial

                                      -14-


      statements and schedules, documents incorporated or deemed to be
      incorporated by reference and exhibits), (ii) of the issuance by the SEC
      of any stop order suspending the effectiveness of a Registration Statement
      or of any order preventing or suspending the use of any preliminary
      prospectus or the initiation of any proceedings for that purpose, (iii) if
      at any time when a prospectus is required by the Securities Act to be
      delivered in connection with sales of the Registrable Notes or resales of
      Exchange Notes by Participating Broker-Dealers the representations and
      warranties of the Issuers contained in any agreement (including any
      underwriting agreement) contemplated by Section 5(n) hereof cease to be
      true and correct, (iv) of the receipt by any Issuer of any notification
      with respect to the suspension of the qualification or exemption from
      qualification of a Registration Statement or any of the Registrable Notes
      or the Exchange Notes to be sold by any Participating Broker-Dealer for
      offer or sale in any jurisdiction, or the initiation or threatening of any
      proceeding for such purpose, (v) of the happening of any event, the
      existence of any condition or any information becoming known that makes
      any statement made in such Registration Statement or related Prospectus or
      any document incorporated or deemed to be incorporated therein by
      reference untrue in any material respect or that requires the making of
      any changes in or amendments or supplements to such Registration
      Statement, Prospectus or documents so that, in the case of the
      Registration Statement, it will not contain any untrue statement of a
      material fact or omit to state any material fact required to be stated
      therein or necessary to make the statements therein not misleading, and
      that in the case of the Prospectus, it will not contain any untrue
      statement of a material fact or omit to state any material fact required
      to be stated therein or necessary to make the statements therein, in the
      light of the circumstances under which they were made, not misleading, and
      (vi) of the Issuers' determination that a post-effective amendment to a
      Registration Statement would be appropriate.

            (d)   Use its reasonable best efforts to prevent the issuance of any
      order suspending the effectiveness of a Registration Statement or of any
      order preventing or suspending the use of a Prospectus or suspending the
      qualification (or exemption from qualification) of any of the Registrable
      Notes or the Exchange Notes to be sold by any Participating Broker-Dealer,
      for sale in any jurisdiction, and, if any such order is issued, to use its
      reasonable best efforts to obtain the withdrawal of any such order at the
      earliest practicable moment.

            (e)   If a Shelf Registration is filed pursuant to Section 3 and if
      requested during the Effectiveness Period by the managing underwriter or
      underwriters (if any), the Holders of a majority in aggregate principal
      amount of the Registrable Notes being sold in connection with an
      underwritten offering or any Participating Broker-Dealer, (i) as promptly
      as practicable incorporate in a prospectus supplement or post-effective
      amendment such information as the managing underwriter or underwriters (if
      any),

                                      -15-


      such Holders, any Participating Broker-Dealer or counsel for any of them
      reasonably request to be included therein, (ii) make all required filings
      of such prospectus supplement or such post-effective amendment as soon as
      practicable after the Company has received notification of the matters to
      be incorporated in such prospectus supplement or post-effective amendment,
      and (iii) supplement or make amendments to such Registration Statement.

            (f)   If (1) a Shelf Registration is filed pursuant to Section 3
      hereof, or (2) a Prospectus contained in the Exchange Offer Registration
      Statement filed pursuant to Section 2 hereof is required to be delivered
      under the Securities Act by any Participating Broker-Dealer who seeks to
      sell Exchange Notes during the Applicable Period, furnish to each selling
      Holder of Registrable Notes (with respect to a Registration Statement
      filed pursuant to Section 3 hereof) and to each such Participating
      Broker-Dealer who so requests (with respect to any such Registration
      Statement) and to their respective counsel and each managing underwriter,
      if any and in each case of which the Issuers have notice, at the sole
      expense of the Issuers, one conformed copy of the Registration Statement
      or Registration Statements and each post-effective amendment thereto,
      including financial statements and schedules, and, if requested, all
      documents incorporated or deemed to be incorporated therein by reference
      and all exhibits.

            (g)   If (1) a Shelf Registration is filed pursuant to Section 3
      hereof, or (2) a Prospectus contained in the Exchange Offer Registration
      Statement filed pursuant to Section 2 hereof is required to be delivered
      under the Securities Act by any Participating Broker-Dealer who seeks to
      sell Exchange Notes during the Applicable Period, deliver to each selling
      Holder of Registrable Notes (with respect to a Registration Statement
      filed pursuant to Section 3 hereof), or each such Participating
      Broker-Dealer (with respect to any such Registration Statement), as the
      case may be, their respective counsel, and the underwriters, if any, at
      the sole expense of the Issuers, as many copies of the Prospectus or
      Prospectuses (including each form of preliminary prospectus) and each
      amendment or supplement thereto and any documents incorporated by
      reference therein as such Persons may reasonably request; and, subject to
      the last paragraph of this Section 5, the Issuers hereby consent to the
      use of such Prospectus and each amendment or supplement thereto by each of
      the selling Holders of Registrable Notes or each such Participating
      Broker-Dealer, as the case may be, and the underwriters or agents, if any,
      and dealers, if any, in connection with the offering and sale of the
      Registrable Notes covered by, or the sale by Participating Broker-Dealers
      of the Exchange Notes pursuant to, such Prospectus and any amendment or
      supplement thereto.

            (h)   Prior to any public offering of Registrable Notes or any
      delivery of a Prospectus contained in the Exchange Offer Registration
      Statement by any Participating Broker-Dealer who seeks to sell Exchange
      Notes during the Applicable Period, use its

                                      -16-


      reasonable best efforts to register or qualify, and to cooperate with the
      selling Holders of Registrable Notes or each such Participating
      Broker-Dealer, as the case may be, the managing underwriter or
      underwriters, if any, and their respective counsel in connection with the
      registration or qualification (or exemption from such registration or
      qualification) of such Registrable Notes for offer and sale under the
      securities or Blue Sky laws of such jurisdictions within the United States
      as any selling Holder, Participating Broker-Dealer, or the managing
      underwriter or underwriters reasonably request in writing; provided,
      however, that where Exchange Notes held by Participating Broker-Dealers or
      Registrable Notes are offered other than through an underwritten offering,
      the Issuers agree to cause their counsel to perform Blue Sky
      investigations and file registrations and qualifications required to be
      filed pursuant to this Section 5(h), keep each such registration or
      qualification (or exemption therefrom) effective during the period such
      Registration Statement is required to be kept effective and do any and all
      other acts or things necessary or advisable to enable the disposition in
      such jurisdictions of the Exchange Notes held by Participating
      Broker-Dealers or the Registrable Notes covered by the applicable
      Registration Statement; provided, however, that no Issuer shall be
      required to (A) qualify generally to do business in any jurisdiction where
      it is not then so qualified, (B) take any action that would subject it to
      general service of process in any such jurisdiction where it is not then
      so subject or (C) subject itself to taxation in excess of a nominal dollar
      amount in any such jurisdiction where it is not then so subject.

            (i)   If a Shelf Registration is filed pursuant to Section 3 hereof,
      cooperate with the selling Holders of Registrable Notes and the managing
      underwriter or underwriters, if any, to facilitate the timely preparation
      and delivery of certificates representing Registrable Notes to be sold,
      which certificates shall not bear any restrictive legends and shall be in
      a form eligible for deposit with The Depository Trust Company; and enable
      such Registrable Notes to be in such denominations (subject to applicable
      requirements contained in the Indenture) and registered in such names as
      the managing underwriter or underwriters, if any, or Holders may request.

            (j)   Use its reasonable best efforts to cause the Registrable Notes
      covered by the Registration Statement to be registered with or approved by
      such other governmental agencies or authorities as may be necessary to
      enable the seller or sellers thereof or the underwriter or underwriters,
      if any, to consummate the disposition of such Registrable Notes, except as
      may be required solely as a consequence of the nature of such selling
      Holder's business, in which case the Issuers will cooperate in all
      respects with the filing of such Registration Statement and the granting
      of such approvals.

                                      -17-


            (k)   If (1) a Shelf Registration is filed pursuant to Section 3
      hereof, or (2) a Prospectus contained in the Exchange Offer Registration
      Statement filed pursuant to Section 2 hereof is required to be delivered
      under the Securities Act by any Participating Broker-Dealer who seeks to
      sell Exchange Notes during the Applicable Period, upon the occurrence of
      any event contemplated by paragraph 5(c)(v) or 5(c)(vi) hereof, as
      promptly as practicable prepare and (subject to Section 5(a) hereof) file
      with the SEC, at the sole expense of the Issuers, a supplement or
      post-effective amendment to the Registration Statement or a supplement to
      the related Prospectus or any document incorporated or deemed to be
      incorporated therein by reference, or file any other required document so
      that, as thereafter delivered to the purchasers of the Registrable Notes
      being sold thereunder (with respect to a Registration Statement filed
      pursuant to Section 3 hereof) or to the purchasers of the Exchange Notes
      to whom such Prospectus will be delivered by a Participating Broker-Dealer
      (with respect to any such Registration Statement), any such Prospectus
      will not contain an untrue statement of a material fact or omit to state a
      material fact required to be stated therein or necessary to make the
      statements therein, in the light of the circumstances under which they
      were made, not misleading; provided that the Issuers shall not be required
      to amend or supplement such Registration Statement, Prospectus or document
      incorporated therein by reference, for a period not to exceed an aggregate
      of 30 days in any calendar year, if the Issuers determine in good faith
      that the disclosure of such event at such time would have a material
      adverse effect on the business, operations, or prospects of the Issuers or
      the disclosure otherwise related to a pending material business
      transaction that has not yet been publicly disclosed.

            (l)   Use its reasonable best efforts to cause the Registrable Notes
      covered by a Registration Statement or the Exchange Notes, as the case may
      be, to be rated with the appropriate rating agencies, if so requested by
      the Holders of a majority in aggregate principal amount of Registrable
      Notes covered by such Registration Statement or the Exchange Notes, as the
      case may be, or the managing underwriter or underwriters, if any.

            (m)   Prior to the effective date of the first Registration
      Statement relating to the Registrable Notes, (i) provide the Trustee with
      certificates for the Registrable Notes in a form eligible for deposit with
      The Depository Trust Company and (ii) provide a CUSIP number for the
      Registrable Notes.

            (n)   In connection with any underwritten offering of Registrable
      Notes pursuant to a Shelf Registration, enter into an underwriting
      agreement as is customary in underwritten offerings of debt securities
      similar to the Securities, and take all such other actions as are
      reasonably requested by the managing underwriter or underwriters in order
      to expedite or facilitate the registration or the disposition of such
      Registrable

                                      -18-


      Notes and, in such connection, (i) make such representations and
      warranties to, and covenants with, the underwriters with respect to the
      business of the Issuers (including any acquired business, properties or
      entity, if applicable), and the Registration Statement, Prospectus and
      documents, if any, incorporated or deemed to be incorporated by reference
      therein, in each case, as are customarily made by issuers to underwriters
      in underwritten offerings of debt securities similar to the Securities,
      and confirm the same in writing if and when requested; (ii) obtain the
      written opinions of counsel to the Issuers, and written updates thereof in
      form, scope and substance reasonably satisfactory to the managing
      underwriter or underwriters, addressed to the underwriters covering the
      matters customarily covered in opinions reasonably requested in
      underwritten offerings; (iii) obtain "cold comfort" letters and updates
      thereof in form, scope and substance reasonably satisfactory to the
      managing underwriter or underwriters from the independent certified public
      accountants of the Issuers (and, if necessary, any other independent
      certified public accountants of the Issuers, or of any business acquired
      by the Issuers, for which financial statements and financial data are, or
      are required to be, included or incorporated by reference in the
      Registration Statement), addressed to each of the underwriters, such
      letters to be in customary form and covering matters of the type
      customarily covered in "cold comfort" letters in connection with
      underwritten offerings of debt securities similar to the Securities; and
      (iv) if an underwriting agreement is entered into, the same shall contain
      indemnification provisions and procedures no less favorable to the sellers
      and underwriters, if any, than those set forth in Section 7 hereof (or
      such other provisions and procedures reasonably acceptable to Holders of a
      majority in aggregate principal amount of Registrable Notes covered by
      such Registration Statement and the managing underwriter or underwriters
      or agents, if any). The above shall be done at each closing under such
      underwriting agreement, or as and to the extent required thereunder.

            (o)   If (1) a Shelf Registration is filed pursuant to Section 3
      hereof, or (2) a Prospectus contained in the Exchange Offer Registration
      Statement filed pursuant to Section 2 hereof is required to be delivered
      under the Securities Act by any Participating Broker-Dealer who seeks to
      sell Exchange Notes during the Applicable Period, make available for
      inspection by any Initial Purchaser, any selling Holder of such
      Registrable Notes being sold (with respect to a Registration Statement
      filed pursuant to Section 3 hereof), or each such Participating
      Broker-Dealer, as the case may be, any underwriter participating in any
      such disposition of Registrable Notes, if any, and any attorney,
      accountant or other agent retained by any such selling Holder or each such
      Participating Broker-Dealer (with respect to any such Registration
      Statement), as the case may be, or underwriter (any such Initial
      Purchasers, Holders, Participating Broker-Dealers, underwriters,
      attorneys, accountants or agents, collectively, the "Inspectors"), upon
      written request, at the offices where normally kept, during reasonable
      business hours, all pertinent financial and other records, pertinent
      corporate documents

                                      -19-


      and instruments of the Issuers and subsidiaries of the Issuers
      (collectively, the "Records"), as shall be reasonably necessary to enable
      them to exercise any applicable due diligence responsibilities, and cause
      the officers, directors and employees of the Issuers and any of their
      respective subsidiaries to supply all information ("Information")
      reasonably requested by any such Inspector in connection with such due
      diligence responsibilities. Each Inspector shall agree in writing that it
      will keep the Records and Information confidential and that it will not
      disclose any of the Records or Information that any Issuer determines, in
      good faith, to be confidential and notifies the Inspectors in writing are
      confidential unless (i) the disclosure of such Records or Information is
      necessary to avoid or correct a misstatement or omission in such
      Registration Statement or Prospectus and the Issuers have neither timely
      disclosed such Records or Information nor delayed such disclosure in
      accordance the final provision of Section 5(k) hereof, (ii) the release of
      such Records or Information is ordered pursuant to a subpoena or other
      order from a court of competent jurisdiction, (iii) disclosure of such
      Records or Information is necessary or advisable, in the opinion of
      counsel for any Inspector, in connection with any action, claim, suit or
      proceeding, directly or indirectly, involving or potentially involving
      such Inspector and arising out of, based upon, relating to, or involving
      this Agreement or the Purchase Agreement, or any transactions contemplated
      hereby or thereby or arising hereunder or thereunder, or (iv) the
      information in such Records or Information has been made generally
      available to the public other than by an Inspector or an "affiliate" (as
      defined in Rule 405) thereof; provided, however, that prior notice shall
      be provided as soon as practicable to any Issuer of the potential
      disclosure of any information by such Inspector pursuant to clauses (i) or
      (ii) of this sentence to permit the Issuers to obtain a protective order
      (or waive the provisions of this paragraph (o)) and that such Inspector
      shall take such actions as are reasonably necessary to protect the
      confidentiality of such information (if practicable) to the extent such
      action is otherwise not inconsistent with, an impairment of or in
      derogation of the rights and interests of the Holder or any Inspector.

            (p)   Provide an indenture trustee for the Registrable Notes or the
      Exchange Notes, as the case may be, and cause the Indenture or the trust
      indenture provided for in Section 2(a) hereof, as the case may be, to be
      qualified under the TIA not later than the effective date of the first
      Registration Statement relating to the Registrable Notes; and in
      connection therewith, cooperate with the trustee under any such indenture
      and the Holders of the Registrable Notes, to effect such changes (if any)
      to such indenture as may be required for such indenture to be so qualified
      in accordance with the terms of the TIA; and execute, and use its
      reasonable best efforts to cause such trustee to execute, all documents as
      may be required to effect such changes, and all other forms and documents
      required to be filed with the SEC to enable such indenture to be so
      qualified in a timely manner.

                                      -20-


            (q)   Comply with all applicable rules and regulations of the SEC
      and make generally available to its securityholders with regard to any
      applicable Registration Statement, a consolidated earning statement
      satisfying the provisions of Section 11(a) of the Securities Act and Rule
      158 thereunder (or any similar rule promulgated under the Securities Act)
      no later than 45 days after the end of any fiscal quarter (or 90 days
      after the end of any 12-month period if such period is a fiscal year) (i)
      commencing at the end of any fiscal quarter in which Registrable Notes are
      sold to underwriters in a firm commitment or best efforts underwritten
      offering and (ii) if not sold to underwriters in such an offering,
      commencing on the first day of the first fiscal quarter of the Company,
      after the effective date of a Registration Statement, which statements
      shall cover said 12-month periods.

            (r)   Upon consummation of the Exchange Offer or a Private Exchange,
      obtain an opinion of counsel to the Issuers, in a form customary for
      underwritten transactions, addressed to the Trustee for the benefit of all
      Holders of Registrable Notes participating in the Exchange Offer or the
      Private Exchange, as the case may be, that the Exchange Notes or Private
      Exchange Notes, as the case may be, the related guarantee and the related
      indenture constitute legal, valid and binding obligations of the Issuers,
      enforceable against the Issuers in accordance with their respective terms,
      subject to customary exceptions and qualifications, provided that, as to
      matters of New York law, such counsel may assume that the relevant laws of
      the state of Michigan are substantially similar to those of the state of
      New York. If the Exchange Offer or a Private Exchange is to be
      consummated, upon delivery of the Registrable Notes by Holders to the
      Company (or to such other Person as directed by the Company), in exchange
      for the Exchange Notes or the Private Exchange Notes, as the case may be,
      the Issuers shall mark, or cause to be marked, on such Registrable Notes
      that such Registrable Notes are being cancelled in exchange for the
      Exchange Notes or the Private Exchange Notes, as the case may be; in no
      event shall such Registrable Notes be marked as paid or otherwise
      satisfied.

            (s)   Cooperate with each seller of Registrable Notes covered by any
      Registration Statement and each underwriter, if any, participating in the
      disposition of such Registrable Notes and their respective counsel in
      connection with any filings required to be made with the National
      Association of Securities Dealers, Inc. (the "NASD").

            (t)   Use its reasonable best efforts to take all other steps
      necessary to effect the registration of the Exchange Notes and/or
      Registrable Notes covered by a Registration Statement contemplated hereby.

            The Issuers may require each seller of Registrable Notes as to which
any registration is being effected to furnish to the Issuers such information
regarding such seller and the

                                      -21-


distribution of such Registrable Notes as the Issuers may, from time to time,
reasonably request. The Issuers may exclude from such registration the
Registrable Notes of any seller so long as such seller fails to furnish such
information within a reasonable time after receiving such request. Each seller
as to which any Shelf Registration is being effected agrees to furnish promptly
to the Issuers all information required to be disclosed in order to make the
information previously furnished to the Issuers by such seller not materially
misleading.

            If any such Registration Statement refers to any Holder by name or
otherwise as the holder of any securities of the Company, then such Holder shall
have the right to require (i) the insertion therein of language, in form and
substance reasonably satisfactory to such Holder, to the effect that the holding
by such Holder of such securities is not to be construed as a recommendation by
such Holder of the investment quality of the securities covered thereby and that
such holding does not imply that such Holder will assist in meeting any future
financial requirements of the Company, or (ii) in the event that such reference
to such Holder by name or otherwise is not required by the Securities Act or any
similar federal statute then in force, the deletion of the reference to such
Holder in any amendment or supplement to the Registration Statement filed or
prepared subsequent to the time that such reference ceases to be required.

            Each Holder of Registrable Notes and each Participating
Broker-Dealer agrees by its acquisition of such Registrable Notes or Exchange
Notes to be sold by such Participating Broker-Dealer, as the case may be, that,
upon actual receipt of any notice from the Company of the happening of any event
of the kind described in Section 5(c)(ii), 5(c)(iv), 5(c)(v), or 5(c)(vi)
hereof, such Holder will forthwith discontinue disposition of such Registrable
Notes covered by such Registration Statement or Prospectus or Exchange Notes to
be sold by such Holder or Participating Broker-Dealer, as the case may be, until
such Holder's or Participating Broker-Dealer's receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 5(k) hereof, or until
it is advised in writing (the "Advice") by the Issuers that the use of the
applicable Prospectus may be resumed, and has received copies of any amendments
or supplements thereto. In the event that the Issuers shall give any such
notice, each of the Applicable Period and the Effectiveness Period shall be
extended by the number of days during such periods from and including the date
of the giving of such notice to and including the date when each seller of
Registrable Notes covered by such Registration Statement or Exchange Notes to be
sold by such Participating Broker-Dealer, as the case may be, shall have
received (x) the copies of the supplemented or amended Prospectus contemplated
by Section 5(k) hereof or (y) the Advice.

      6.    Registration Expenses

            All fees and expenses incident to the performance of or compliance
with this Agreement by the Issuers shall be borne by the Issuers, whether or not
the Exchange Offer

                                      -22-


Registration Statement or any Shelf Registration Statement is filed or becomes
effective or the Exchange Offer is consummated, including, without limitation,
(i) all registration and filing fees (including, without limitation, (A) fees
with respect to filings required to be made with the NASD in connection with an
underwritten offering and (B) fees and expenses of compliance with state
securities or Blue Sky laws (including, without limitation, fees and
disbursements of counsel in connection with Blue Sky qualifications of the
Registrable Notes or Exchange Notes and determination of the eligibility of the
Registrable Notes or Exchange Notes for investment under the laws of such
jurisdictions (x) where the holders of Registrable Notes are located, in the
case of the Exchange Notes, or (y) as provided in Section 5(h) hereof, in the
case of Registrable Notes or Exchange Notes to be sold by a Participating
Broker-Dealer during the Applicable Period)), (ii) printing expenses, including,
without limitation, expenses of printing certificates for Registrable Notes or
Exchange Notes in a form eligible for deposit with The Depository Trust Company
and of printing prospectuses if the printing of prospectuses is requested by the
managing underwriter or underwriters, if any, by the Holders of a majority in
aggregate principal amount of the Registrable Notes included in any Registration
Statement or in respect of Registrable Notes or Exchange Notes to be sold by any
Participating Broker-Dealer during the Applicable Period, as the case may be,
(iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of
counsel for the Issuers and, in the case of a Shelf Registration, reasonable
fees and disbursements of one special counsel for all of the sellers of
Registrable Notes selected by the Holder of a majority in aggregate principal
amount of Registrable Notes covered by such Shelf Registration (exclusive of any
counsel retained pursuant to Section 7 hereof), (v) fees and disbursements of
all independent certified public accountants referred to in Section 5(n)(iii)
hereof (including, without limitation, the expenses of any "cold comfort"
letters required by or incident to such performance), (vi) Securities Act
liability insurance, if the Issuers desire such insurance, (vii) fees and
expenses of all other Persons retained by the Issuers, (viii) internal expenses
of the Issuers (including, without limitation, all salaries and expenses of
officers and employees of the Issuers performing legal or accounting duties),
(ix) the expense of any annual audit, (x) any fees and expenses incurred in
connection with the listing of the securities to be registered on any securities
exchange, and the obtaining of a rating of the securities, in each case, if
applicable, but excluding fees and expenses of counsel to the underwriters or
the Holders (other than fees and expenses set forth in clause (iv) above) and
underwriting discounts and commissions and transfer taxes, if any, relating to
the sale or disposition of Notes by a Holder and (xi) the expenses relating to
printing, word processing and distributing all Registration Statements,
underwriting agreements, indentures and any other documents necessary in order
to comply with this Agreement.

      7.    Indemnification and Contribution. (a) Each of the Issuers agree,
jointly and severally, to indemnify and hold harmless each Holder of Registrable
Notes and each Participating Broker-Dealer selling Exchange Notes during the
Applicable Period, and each Person, if any, who controls such Person or its
affiliates within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act (each, a "Participant") against any losses, claims,

                                      -23-


damages or liabilities to which any Participant may become subject under the
Act, the Exchange Act or otherwise, insofar as any such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon:

            (i)   any untrue statement or alleged untrue statement made by any
      Issuer contained in any application or any other document or any amendment
      or supplement thereto executed by any Issuer based upon written
      information furnished by or on behalf of any Issuer filed in any
      jurisdiction in order to qualify the Notes under the securities or "Blue
      Sky" laws thereof or filed with the SEC or any securities association or
      securities exchange (each, an "Application");

            (ii)  any untrue statement or alleged untrue statement of any
      material fact contained in any Registration Statement (or any amendment
      thereto) or Prospectus (as amended or supplemented if any of the Issuers
      shall have furnished any amendments or supplements thereto) or any
      preliminary prospectus; or

            (iii) the omission or alleged omission to state, in any Registration
      Statement (or any amendment thereto) or Prospectus (as amended or
      supplemented if any of the Issuers shall have furnished any amendments or
      supplements thereto) or any preliminary prospectus or any Application or
      any other document or any amendment or supplement thereto, a material fact
      required to be stated therein or necessary to make the statements therein
      not misleading;

            and will reimburse, as incurred, the Participant for any reasonable
legal or other expenses incurred by the Participant in connection with
investigating, defending against or appearing as a third-party witness pursuant
to a lawful subpoena in connection with any such loss, claim, damage, liability
or action; provided, however, the Issuers will not be liable in any such case to
the extent that any such loss, claim, damage, or liability arises out of or is
based upon any untrue statement or alleged untrue statement or omission or
alleged omission made in any Registration Statement (or any amendment thereto)
or Prospectus (as amended or supplemented if any of the Issuers shall have
furnished any amendments or supplements thereto) or any preliminary prospectus
or Application or any amendment or supplement thereto in reliance upon and in
conformity with information relating to any Participant furnished to the Issuers
by such Participant specifically for use therein; and provided, further, that
the Issuers shall not be liable in any such case to a Participant to the extent
that any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement in or omission or alleged omission
from a Preliminary Prospectus and such Participant sold Securities to a person
to whom there was not sent or given, at or prior to the written confirmation of
such sale, a copy of the Final Prospectus or of the Final Prospectus as then
amended or supplemented (excluding documents incorporated by reference),
whichever is most recent, if the Issuers have previously timely furnished copies
thereof to such Participant

                                      -24-


that corrected such untrue statement or alleged untrue statement in or omission
or alleged omission from such Preliminary Memorandum. The indemnity provided for
in this Section 7 will be in addition to any liability that the Issuers may
otherwise have to the indemnified parties. The Issuers shall not be liable under
this Section 7 for any settlement of any claim or action effected without its
prior written consent, which shall not be unreasonably withheld. No Participant
shall, without the prior written consent of an Issuer, effect any settlement or
compromise of any pending or threatened proceeding in respect of which such
Issuer is or could have been a party, or indemnity could have been sought
hereunder by such Issuer, unless such settlement (A) includes an unconditional
written release of such Issuer, in form and substance reasonably satisfactory to
such Issuer, from all liability on claims that are the subject matter of such
proceeding and (B) does not include any statement as to an admission of fault,
culpability or failure to act by or on behalf of such Issuer.

            (b)   Each Participant, severally and not jointly, agrees to
indemnify and hold harmless the Issuers, their directors, their officers and
each person, if any, who controls the Issuers within the meaning of Section 15
of the Act or Section 20 of the Exchange Act against any losses, claims, damages
or liabilities to which the Issuers or any such director, officer or controlling
person may become subject under the Act, the Exchange Act or otherwise, insofar
as such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon (i) any untrue statement or alleged untrue
statement of any material fact contained in any Registration Statement or
Prospectus, any amendment or supplement thereto, or any preliminary prospectus,
or (ii) the omission or the alleged omission to state therein a material fact
necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with written information concerning such Participant, furnished to
the Issuers by the Participant, specifically for use therein; and subject to the
limitation set forth immediately preceding this clause, will reimburse, as
incurred, any reasonable legal or other expenses incurred by the Issuers or any
such director, officer or controlling person in connection with investigating or
defending against or appearing as a third party witness pursuant to a lawful
subpoena in connection with any such loss, claim, damage, liability or action in
respect thereof. The indemnity provided for in this Section 7 will be in
addition to any liability that the Participants may otherwise have to the
indemnified parties. The Participants shall not be liable under this Section 7
for any settlement of any claim or action effected without their consent, which
shall not be unreasonably withheld. The Issuers shall not, without the prior
written consent of such Participant, effect any settlement or compromise of any
pending or threatened proceeding in respect of which such Participant is or
could have been a party, or indemnity could have been sought hereunder by such
Participant, unless such settlement (A) includes an unconditional written
release of such Participant, in form and substance reasonably satisfactory to
such Participant, from all liability on claims that are the subject matter of
such proceeding and (B) does not include any

                                      -25-


statement as to an admission of fault, culpability or failure to act by or on
behalf of such Participant.

            (c)   Promptly after receipt by an indemnified party under this
Section 7 of notice of the commencement of any action for which such indemnified
party is entitled to indemnification under this Section 7, such indemnified
party will, if a claim in respect thereof is to be made against the indemnifying
party under this Section 7, notify the indemnifying party of the commencement
thereof in writing; but the omission to so notify the indemnifying party (i)
will not relieve it from any liability under paragraph (a) or (b) above unless
and to the extent such failure results in the forfeiture by the indemnifying
party of substantial rights and defenses and (ii) will not, in any event,
relieve the indemnifying party from any obligations to any indemnified party
other than the indemnification obligation provided in paragraphs (a) and (b)
above. In case any such action is brought against any indemnified party, and it
notifies the indemnifying party of the commencement thereof, the indemnifying
party will be entitled to participate therein and, to the extent that it may
wish, jointly with any other indemnifying party similarly notified, to assume
the defense thereof, with counsel reasonably satisfactory to such indemnified
party; provided, however, that if (i) the use of counsel chosen by the
indemnifying party to represent the indemnified party would present such counsel
with a conflict of interest, (ii) the defendants in any such action include both
the indemnified party and the indemnifying party and the indemnified party shall
have been advised by counsel that there may be one or more legal defenses
available to it and/or other indemnified parties that are different from or
additional to those available to the indemnifying party, or (iii) the
indemnifying party shall not have employed counsel reasonably satisfactory to
the indemnified party to represent the indemnified party within a reasonable
time after receipt by the indemnifying party of notice of the institution of
such action, then, in each such case, the indemnifying party shall not have the
right to direct the defense of such action on behalf of such indemnified party
or parties and such indemnified party or parties shall have the right to select
separate counsel to defend such action on behalf of such indemnified party or
parties. After notice from the indemnifying party to such indemnified party of
its election so to assume the defense thereof and approval by such indemnified
party of counsel appointed to defend such action, the indemnifying party will
not be liable to such indemnified party under this Section 7 for any legal or
other expenses, other than reasonable costs of investigation, subsequently
incurred by such indemnified party in connection with the defense thereof,
unless (i) the indemnified party shall have employed separate counsel in
accordance with the proviso to the immediately preceding sentence (it being
understood, however, that in connection with such action the indemnifying party
shall not be liable for the expenses of more than one separate counsel (in
addition to local counsel) in any one action or separate but substantially
similar actions in the same jurisdiction arising out of the same general
allegations or circumstances, designated by Participants who sold a majority in
interest of the Registrable Notes and Exchange Notes sold by all such
Participants in the case of paragraph (a) of this Section 7 or the Issuers in
the case of paragraph (b) of this Section 7, representing the indemnified
parties under such paragraph (a) or

                                      -26-


paragraph (b), as the case may be, who are parties to such action or actions) or
(ii) the indemnifying party has authorized in writing the employment of counsel
for the indemnified party at the expense of the indemnifying party. All fees and
expenses reimbursed pursuant to this paragraph (c) shall be reimbursed as they
are incurred. After such notice from the indemnifying party to such indemnified
party, the indemnifying party will not be liable for the costs and expenses of
any settlement of such action effected by such indemnified party without the
prior written consent of the indemnifying party (which consent shall not be
unreasonably withheld), unless such indemnified party waived in writing its
rights under this Section 7, in which case the indemnified party may effect such
a settlement without such consent.

            (d)   In circumstances in which the indemnity agreement provided for
in the preceding paragraphs of this Section 7 is unavailable to, or insufficient
to hold harmless, an indemnified party in respect of any losses, claims, damages
or liabilities (or actions in respect thereof), each indemnifying party, in
order to provide for just and equitable contribution, shall contribute to the
amount paid or payable by such indemnified party as a result of such losses,
claims, damages or liabilities (or actions in respect thereof) in such
proportion as is appropriate to reflect (i) the relative benefits received by
the indemnifying party or parties on the one hand and the indemnified party on
the other from the offering of the Notes or (ii) if the allocation provided by
the foregoing clause (i) is not permitted by applicable law, not only such
relative benefits but also the relative fault of the indemnifying party or
parties on the one hand and the indemnified party on the other in connection
with the statements or omissions or alleged statements or omissions that
resulted in such losses, claims, damages or liabilities (or actions in respect
thereof). The relative benefits received by the Issuers on the one hand and such
Participant on the other shall be deemed to be in the same proportion as the
total proceeds from the offering (before deducting expenses) of the Notes
received by the Issuers bear to the total net profit received by such
Participant in connection with the sale of the Notes. The relative fault of the
parties shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Issuers
on the one hand, or the Participants on the other, the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission or alleged statement or omission, and any other equitable
considerations appropriate in the circumstances. The parties agree that it would
not be equitable if the amount of such contribution were determined by pro rata
or per capita allocation or by any other method of allocation that does not take
into account the equitable considerations referred to in the first sentence of
this paragraph (d). Notwithstanding any other provision of this paragraph (d),
no Participant shall be obligated to make contributions hereunder that in the
aggregate exceed the total net profit received by such Participant in connection
with the sale of the Notes, less the aggregate amount of any damages that such
Participant has otherwise been required to pay by reason of the untrue or
alleged untrue statements or the omissions or alleged omissions to state a
material fact, and no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall

                                      -27-


be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this paragraph (d), each person,
if any, who controls a Participant within the meaning of Section 15 of the Act
or Section 20 of the Exchange Act shall have the same rights to contribution as
the Participants, and each director of any Issuer, each officer of any Issuer
and each person, if any, who controls any Issuer within the meaning of Section
15 of the Act or Section 20 of the Exchange Act, shall have the same rights to
contribution as the Issuers.

      8.    Rules 144 and 144A

            Each of the Issuers covenants and agrees that it will file the
reports required to be filed by it under the Securities Act and the Exchange Act
and the rules and regulations adopted by the SEC thereunder in a timely manner
in accordance with the requirements of the Securities Act and the Exchange Act
and, if at any time such Issuer is not required to file such reports, such
Issuer will, upon the request of any Holder or beneficial owner of Registrable
Notes, make available such information necessary to permit sales pursuant to
Rule 144A. Each of the Issuers further covenants and agrees, for so long as any
Registrable Notes remain outstanding that it will take such further action as
any Holder of Registrable Notes may reasonably request, all to the extent
required from time to time to enable such holder to sell Registrable Notes
without registration under the Securities Act within the limitation of the
exemptions provided by Rule 144(k) under the Securities Act and Rule 144A.

      9.    Underwritten Registrations

            If any of the Registrable Notes covered by any Shelf Registration
are to be sold in an underwritten offering, the investment banker or investment
bankers and manager or managers that will manage the offering will be selected
by the Holders of a majority in aggregate principal amount of such Registrable
Notes included in such offering and shall be reasonably acceptable to the
Issuers.

            No Holder of Registrable Notes may participate in any underwritten
registration hereunder unless such Holder (a) agrees to sell such Holder's
Registrable Notes on the basis provided in any underwriting arrangements
approved by the Persons entitled hereunder to approve such arrangements and (b)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents required under the terms of such
underwriting arrangements.

      10.   Miscellaneous

            (a)   No Inconsistent Agreements. The Issuers have not, as of the
date hereof, and the Issuers shall not, after the date of this Agreement, enter
into any agreement with respect to any of their securities that is inconsistent
with the rights granted to the Holders of

                                      -28-


Registrable Notes in this Agreement or otherwise conflicts with the provisions
hereof. The rights granted to the Holders hereunder do not in any way conflict
with and are not inconsistent with the rights granted to the holders of the
Issuers' other issued and outstanding securities under any such agreements. The
Issuers will not enter into any agreement with respect to any of their
securities which will grant to any Person piggy-back registration rights with
respect to any Registration Statement.

            (b)   Adjustments Affecting Registrable Notes. The Issuers shall
not, directly or indirectly, take any action with respect to the Registrable
Notes as a class that would adversely affect the ability of the Holders of
Registrable Notes to include such Registrable Notes in a registration undertaken
pursuant to this Agreement.

            (c)   Amendments and Waivers. The provisions of this Agreement may
not be amended, modified or supplemented, and waivers or consents to departures
from the provisions hereof may not be given, otherwise than with the prior
written consent of (I) the Company, and (II)(A) the Holders of not less than a
majority in aggregate principal amount of the then outstanding Registrable Notes
and (B) in circumstances that would adversely affect the Participating
Broker-Dealers, the Participating Broker-Dealers holding not less than a
majority in aggregate principal amount of the Exchange Notes held by all
Participating Broker-Dealers; provided, however, that Section 7 and this Section
10(c) may not be amended, modified or supplemented without the prior written
consent of each Holder and each Participating Broker-Dealer (including any
person who was a Holder or Participating Broker-Dealer of Registrable Notes or
Exchange Notes, as the case may be, disposed of pursuant to any Registration
Statement) affected by any such amendment, modification or supplement.
Notwithstanding the foregoing, a waiver or consent to depart from the provisions
hereof with respect to a matter that relates exclusively to the rights of
Holders of Registrable Notes whose securities are being sold pursuant to a
Registration Statement and that does not directly or indirectly affect, impair,
limit or compromise the rights of other Holders of Registrable Notes may be
given by Holders of at least a majority in aggregate principal amount of the
Registrable Notes being sold pursuant to such Registration Statement.

            (d)   Notices. All notices and other communications (including,
without limitation, any notices or other communications to the Trustee) provided
for or permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, next-day air courier or facsimile:

            (i)   if to a Holder of the Registrable Notes or any Participating
      Broker-Dealer, at the most current address of such Holder or Participating
      Broker-Dealer, as the case may be, set forth on the records of the
      registrar under the Indenture, with a copy in like manner to the Initial
      Purchasers as follows:

                                      -29-


                  Deutsche Bank Securities Inc.
                  31 West 52nd Street
                  New York, New York 10019
                  Facsimile No.: (646) 324-7467
                  Attention: Corporate Finance Department

                  with a copy to:

                  Cahill Gordon & Reindel
                  80 Pine Street
                  New York, New York 10005
                  Facsimile No.: (212) 269-5420
                  Attention: John A. Tripodoro, Esq.

            (ii)  if to the Initial Purchasers, at the address specified in
      Section 10(d)(i);

            (iii) if to the Issuers, at the address as follows:

                  INTERMET Corporation
                  5445 Corporate Drive
                  Troy, Michigan 48098
                  Facsimile No.: (248) 952-2501
                  Attention: Alan J. Miller, Esq.

                  with a copy to:

                  Foley & Lardner
                  150 W. Jefferson Avenue
                  Suite 1000
                  Detroit, Michigan 48226
                  Facsimile No.: (313) 963-9308
                  Attention: Patrick Daugherty, Esq.

            All such notices and communications shall be deemed to have been
duly given: when delivered by hand, if personally delivered; five Business Days
after being deposited in the mail, postage prepaid, if mailed; one Business Day
after being timely delivered to a next-day air courier; and upon written
confirmation, if sent by facsimile.

            Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee at the
address and in the manner specified in such Indenture.

                                      -30-


            (e)   Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the parties
hereto, the Holders and the Participating Broker-Dealers; provided, however,
that nothing herein shall be deemed to permit any assignment, transfer or other
disposition of Registrable Notes in violation of the terms of the Purchase
Agreement or the Indenture.

            (f)   Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

            (g)   Headings. The headings in this Agreement are for convenience
of reference only and shall not limit or otherwise affect the meaning hereof.

            (h)   GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO
CONTRACTS MADE AND PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK, WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW THAT WOULD REQUIRE THE APPLICATION OF
ANY OTHER LAW.

            (i)   Severability. If any term, provision, covenant or restriction
of this Agreement is held by a court of competent jurisdiction to be invalid,
illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their best efforts to find and employ an alternative means to
achieve the same or substantially the same result as that contemplated by such
term, provision, covenant or restriction. It is hereby stipulated and declared
to be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that
may be hereafter declared invalid, illegal, void or unenforceable.

            (j)   Securities Held by the Issuers or Their Affiliates. Whenever
the consent or approval of Holders of a specified percentage of Registrable
Notes is required hereunder, Registrable Notes held by the Issuers or their
affiliates (as such term is defined in Rule 405 under the Securities Act) shall
not be counted in determining whether such consent or approval was given by the
Holders of such required percentage.

            (k)   Third-Party Beneficiaries. Holders of Registrable Notes and
Participating Broker-Dealers are intended third-party beneficiaries of this
Agreement, and this Agreement may be enforced by such Persons.

                                      -31-


            (l)   Entire Agreement. This Agreement, together with the Purchase
Agreement and the Indenture, is intended by the parties as a final and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein and therein and any and all prior oral or
written agreements, representations, or warranties, contracts, understandings,
correspondence, conversations and memoranda between the Holders on the one hand
and the Issuers on the other, or between or among any agents, representatives,
parents, subsidiaries, affiliates, predecessors in interest or successors in
interest with respect to the subject matter hereof and thereof are merged herein
and replaced hereby.

                                      S-1


IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.

                                        INTERMET CORPORATION



                                        By: /s/ John Doddridge
                                            -----------------------------------
                                            Name:  John Doddridge
                                            Title: Chairman of the Board
                                                     and Chief Executive Officer

                                        By: /s/ Doretha Christoph
                                            -----------------------------------
                                            Name:  Doretha Christoph
                                            Title: Vice President Finance
                                                     and Chief Financial Officer

                                      S-2


                                 THE GUARANTORS:

                                            LYNCHBURG FOUNDRY COMPANY
                                            NORTHERN CASTINGS CORPORATION
                                            IRONTON IRON, INC.
                                            INTERMET U.S. HOLDING, INC.
                                            COLUMBUS FOUNDRY, L.P.
                                              BY: INTERMET U.S. HOLDING, INC.,
                                                  its General Partner
                                            SUDM, INC.
                                            ALEXANDER CITY CASTING COMPANY, INC.
                                            TOOL PRODUCTS, INC.
                                            SUDBURY, INC.
                                            CAST-MATIC CORPORATION
                                            FRISBY P.M.C., INCORPORATED
                                            WAGNER CASTINGS COMPANY
                                            WAGNER HAVANA, INC.
                                            DIVERSIFIED DIEMAKERS, INC.
                                            GANTON TECHNOLOGIES, INC.


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



                                        By: /s/ Michael Skrzypczak
                                            -----------------------------------
                                            Name:  Michael Skrzypczak
                                            Title: Treasurer

                                       S-3



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

DEUTSCHE BANK SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
SCOTIA CAPITAL (USA) INC.
SUNTRUST CAPITAL MARKETS, INC.
BANC ONE CAPITAL MARKETS, INC.
COMERICA SECURITIES, INC.
ABN AMRO INCORPORATED

By:  DEUTSCHE BANK SECURITIES INC.


By:  /s/ William Frauen
     -------------------------------
     Name: William Frauen
     Title: Director


By:  /s/ David Flannery
     -------------------------------
     Name: David Flannery
     Title: Managing Director

EX-5.0

                                                                     EXHIBIT 5.1



                                 FOLEY & LARDNER
                         150 West Jefferson, Suite 1000
                          Detroit, Michigan 48226-4443

                                  July 25, 2002


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

         RE:      INTERMET CORPORATION
         REGISTRATION STATEMENT ON FORM S-4

Ladies and Gentlemen:

                  We are counsel to INTERMET Corporation (the "Corporation") and
have represented the Corporation in connection with the Registration Statement
on Form S-4 being filed by it today with the Commission (together with all
exhibits thereto, the "Registration Statement"). The Registration Statement
relates to an offering (the "Exchange Offer") of $175 million principal amount
of the Corporation's registered 9-3/4% Senior Notes due 2009 (the "Registered
Notes") in exchange for the Corporation's presently outstanding, unregistered
9-3/4% Senior Notes due 2009 (the "Unregistered Notes"). The Unregistered Notes
were and the Registered Notes will be issued pursuant to an Indenture, dated as
of June 13, 2002 (the "Indenture"), among the Corporation, certain subsidiaries
of the Corporation and U.S. Bank National Association, as Trustee. The
subsidiaries of the Corporation which are parties to the Indenture (the
"Guarantors") are guaranteeing the Unregistered Notes and the Registered Notes
and their guarantees (the "Guarantees") are being registered under the
Registration Statement.

                  This opinion is being delivered to the Commission as Exhibit 5
to the Registration Statement.

                  We have examined (1) the Articles of Incorporation, and all
amendments thereto, of the Corporation, certified by the Secretary of State of
the State of Georgia; (2) the By-Laws of the Corporation, certified by the
Secretary of the Corporation as being those currently in effect; (3) the
Registration Statement; (4) the Indenture; and (5) such other corporate records,
certificates, documents and other instruments as in our opinion are necessary or
appropriate in connection with expressing the opinions set forth below.

                  Based upon the foregoing, it is our opinion that:





Securities and Exchange Commission
July 25, 2002
Page 2


                  1. When duly executed, authenticated, issued and delivered
against surrender of the corresponding Unregistered Notes in accordance with the
terms of the Indenture, the Registered Notes will constitute valid and legally
binding obligations of the Corporation enforceable in accordance with their
terms, subject, as to enforcement, to bankruptcy, fraudulent transfer, equitable
subordination, fair dealing, insolvency, reorganization and other laws of
general applicability relating to or affecting creditors' rights and to general
equity principles.

                  2. When duly executed, issued and delivered in accordance with
the terms of the Indenture, and when the Registered Notes have been issued and
authenticated, the Guarantees will constitute valid and legally binding
obligations of the Guarantors enforceable in accordance with their terms,
subject, as to enforcement, to bankruptcy, fraudulent transfer, equitable
subordination, fair dealing, insolvency, reorganization and other laws of
general applicability relating to or affecting creditors' rights and to general
equity principles.

                  We assume no obligation to supplement this opinion letter if
any applicable law changes after the date hereof or if we become aware of any
fact that might change the opinions expressed herein after the date hereof.

                  This firm hereby consents to the reference to it under the
heading "Legal Matters" appearing in the Prospectus which is part of the
Registration Statement.

                                                          Sincerely,

                                                          FOLEY & LARDNER

EX-10.18

                                                                   EXHIBIT 10.18

                          FIFTH AMENDMENT TO AND WAIVER
                        UNDER FIVE-YEAR CREDIT AGREEMENT


         THIS FIFTH AMENDMENT TO AND WAIVER UNDER FIVE-YEAR CREDIT AGREEMENT
(this "Amendment") made and entered into as of June 7, 2002, by and among
INTERMET CORPORATION, a Georgia corporation ("Intermet"), THE BANK OF NOVA
SCOTIA, a Canadian chartered bank ("Scotia Capital"), acting through its Atlanta
Agency, the other banks and lending institutions listed on the signature pages
hereof, and any assignees of Scotia Capital or such other banks and lending
institutions which become "Lenders" as provided in the Amended Agreement (as
defined below) (Scotia Capital, and such other banks, lending institutions, and
assignees referred to collectively herein as the "Lenders"), Scotia Capital, in
its capacity as administrative agent for the Lenders and each successor
administrative agent for such Lenders as may be appointed from time to time
pursuant to Article IX of the Amended Agreement (the "Administrative Agent"),
BANK ONE, MICHIGAN, as Syndication Agent, and SUNTRUST BANK, as Documentation
Agent, COMERICA BANK, as Managing Agent and THE BANK OF NEW YORK, HARRIS TRUST
AND SAVINGS BANK and PNC BANK, NATIONAL ASSOCIATION, as Co-Agents (the
Administrative Agent, the Syndication Agent, the Documentation Agent, the
Managing Agent and the Co-Agents are herein referred to individually as an
"Agent" and collectively as the "Agents").

                                  WITNESSETH:

         WHEREAS, Intermet, the Lenders and the Agents are parties to that
certain $300,000,000 Five-Year Credit Agreement, dated as of November 5, 1999,
as amended on July 17, 2001 (the "Existing Agreement," capitalized terms used
herein but not otherwise defined herein having the same respective meanings as
in the Existing Agreement); and

         WHEREAS, the parties to the Existing Agreement wish to amend the
Existing Agreement (the Existing Agreement as amended by this Amendment being
the "Amended Agreement") and waive certain provisions of the Existing Agreement
as provided in this Amendment.

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, Intermet, the Required Lenders, the Administrative
Agent and the other Agents agree, upon the terms and subject to the conditions
set forth herein, as follows:

         SECTION 1. AMENDMENTS. Effective on (and subject to the occurrence of)
the Fifth Amendment Date (as defined in Section 2 of this Amendment), the
Existing Agreement shall be amended as follows:

         (a) Definition of Asset Sale. The definition of "Asset Sale" in Section
1.1 of the Existing Agreement shall be amended by deleting the amount
"$1,000,000" therein and substituting the amount"$5,000,000" therefor; and


                                       1





         (b) Definition of Change of Control of the Borrower. The definition of
"Change of Control of the Borrower" in Section 1.1 of the Existing Agreement
shall be amended in its entirety to read as follows:

         "Change in Control of the Borrower" shall mean:

                  (i) any "person" or "group" (within the meaning of Sections
         13(d) and 14(d)(2) of the Exchange Act) shall become the "beneficial
         owner(s)" (as defined in said Rule 13d-3) of more than fifty percent
         (50%) of the shares of the outstanding Capital Securities of the
         Borrower entitled to vote for members of the Borrower's board of
         directors on a fully diluted basis;

                  (ii) the individuals who are members of the board of directors
         of the Borrower on the Fourth Amendment Date (together with any new or
         replacement directors whose initial nomination for election was
         approved by a majority of the directors who were either directors on
         the Fourth Amendment Date or previously so approved) shall cease to
         constitute a majority of the board of directors of the Borrower;

                  (iii) any sale, lease, exchange or other transfer (in one
         transaction or a series of related transactions) of all or
         substantially all of the assets of the Borrower and the Guarantors,
         taken as a whole, to any Person or "group" of related Persons for
         purposes of Section 13(d) of the Exchange Act, together with any
         Affiliates thereof (whether or not otherwise in compliance with the
         provisions of this Agreement);

                  (iv) the approval of the holders of the Capital Securities of
         the Borrower of any plan or proposal for the liquidation or dissolution
         of the Borrower (whether or not otherwise in compliance with the
         provisions of this Agreement); or

                  (v) any event or condition shall occur or exist which,
         pursuant to the terms of any Change in Control Provision, requires or
         permits the holder(s) of Indebtedness of any Consolidated Company to
         require that such Indebtedness be redeemed, repurchased, defeased,
         prepaid or repaid, in whole or in part, or the maturity of such
         Indebtedness to be accelerated in any respect.

         SECTION 2. WAIVERS. In connection with the Transaction (as defined
below) the Administrative Agent and the Required Lenders hereby agree to a
one-time waiver of the provisions of:

         (a) Restricted Transactions. Sections 7.01 and 7.11(i) of the Credit
Agreement to permit the incurrence of Indebtedness (in the form of senior
unsecured notes) by the Borrower pursuant to an Indenture in the form of and
substantially similar to the June 7, 2002 draft Indenture, for 9 3/4% senior
notes due 2009, between the Borrower and U.S.








Bank, National Association, as Trustee, previously delivered by the Borrower to
the Administrative Agent and the Lenders (the "Transaction"); and

         (b) Mandatory Prepayment / Commitment Reduction. Sections 3.06(b)(i)
and 3.07(a) of the Credit Agreement to the extent the Borrower's Net Equity or
Debt Proceeds from the Transaction, after complying with Section 3(d) below, are
not applied in accordance with Section 3.06(b)(i); provided that the gross
proceeds to the Borrower from the Transaction are $175,000,000 or less.

         SECTION 3. EFFECTIVENESS. The amendments set forth in Section 1 above
and the waivers set forth in Section 2 above shall become effective on such date
(the "Fifth Amendment Date") when the Administrative Agent shall have received
the following:

         (a) This Amendment. Counterparts hereof executed by the Borrower and
the Required Lenders;

         (b) Additional Security Documents. Counterparts of the Guaranty
Agreement and the Subsidiary Pledge and Security Agreement executed by Intermet
U.S. Holding, Inc. and such other documents with respect to Intermet U.S.
Holding, Inc. that are required by the Security Agreement, the Guaranty
Agreement and Section 6.10(a) of the Existing Agreement;

         (c) Additional Real Estate Documents. Counterparts of amendments to the
Mortgages with respect to the real estate associated with the New River Foundry
and Columbus Machining facilities (the "Transferred Real Estate") to reflect the
transfers of title thereto from Intermet International, Inc. to Intermet U.S.
Holding, Inc. (the "Transferred Real Estate Amendments");

         (d) Term Loan Payoff. Evidence satisfactory to the Administrative Agent
that the Borrower shall have paid in full all outstanding principal, interest
and other "Obligations" (as defined in the Term Loan Agreement) owed under the
Term Loan Agreement;

         (e) Fees of Counsel. Evidence satisfactory to the Administrative Agent
that the Borrower shall have paid all outstanding fees and expenses of counsel
to the Administrative Agent, to the extent invoiced;

         (f) Legal Opinion. An opinion of outside counsel to the Borrower in
form and substance satisfactory to the Administrative Agent; and

         (g) Other Instruments or Documents. Such other instruments or documents
as the Administrative Agent or any Lender may reasonably request in connection
with this Amendment.

         SECTION 4. POST-EFFECTIVENESS COVENANT. The Borrower covenants and
agrees that within 30 days of the date hereof, with respect to each real estate
title insurance policy issued in connection with the Transferred Real Estate,
the Borrower will cause to be delivered to the Collateral Agent an endorsement
to such policies, reflecting






the Transferred Real Estate Amendments and showing no exceptions to title other
than those reflected in the original title insurance polices (provided that
general survey related exceptions may be raised to the extent arising after the
date of the survey delivered in connection with the original title insurance
policy).

         SECTION 5. MISCELLANEOUS.

         SECTION 5.1. To induce the Agents and the Required Lenders to enter
into this Amendment, Intermet represents and warrants to the Agents and the
Lenders that: (a) the representations and warranties contained in the Credit
Documents, as amended by this Amendment, are true and correct in all material
respects as of the date hereof with the same effect as though made on the date
hereof; (b) after giving effect to this Amendment, no Default or Event of
Default exists; (c) this Amendment has been duly authorized by all necessary
corporate proceedings and duly executed and delivered by Intermet, and the
Amended Agreement and each of the other Credit Documents are the legal, valid
and binding obligations of the Credit Parties party thereto, enforceable against
such Credit Parties in accordance with their respective terms, except as
enforceability may be limited by bankruptcy, insolvency or other similar laws of
general application affecting the enforcement of creditors' rights or by general
principles of equity; and (d) no consent, approval, authorization, order,
registration or qualification with any governmental authority, regulatory body
or securities exchange is required for, and in the absence of which would
adversely affect, the legal and valid execution and delivery or performance by
Intermet of this Amendment or the performance by Intermet of the Amended
Agreement or by any Credit Party of any other Credit Document to which it is a
party.

         SECTION 5.2. This Amendment may be executed in any number of
counterparts and by the different parties on separate counterparts and each such
counterpart shall be deemed to be an original, but all such counterparts shall
together constitute one and the same Amendment.

         SECTION 5.3. Except as specifically provided above, the Existing
Agreement and the other Credit Documents shall remain in full force and effect
and are hereby ratified and confirmed in all respects. The execution, delivery
and effectiveness of this Amendment shall not, except as expressly provided
herein, operate as a waiver of any right, power or remedy of the Agents or the
Lenders under the Existing Agreement or any of the other Credit Documents, nor
constitute a waiver or modification of any provision of any of the other Credit
Documents.

         SECTION 5.4. On and after the Fifth Amendment Date, each reference in
the Existing Agreement and related documents to "Five-Year Credit Agreement,"
"this Agreement" or words of like import, shall, unless the context otherwise
requires, be deemed to refer to the Amended Agreement.

         SECTION 5.5. Intermet agrees to pay on demand all reasonable costs and
expenses incurred at any time by the Administrative Agent (including the
reasonable attorney fees and expenses for the Administrative Agent) in
connection with the preparation, negotiation, execution and administration of
this Amendment and all other






instruments or documents provided for herein or delivered or to be delivered
hereunder or in connection herewith.

         SECTION 5.6. This Amendment shall be binding upon and shall insure to
the benefit of the parties hereto and their respective successors and permitted
assigns as provided in the Amended Agreement.

         SECTION 5.7. In case any provision in or obligation under this
Amendment or the other Credit Documents shall be invalid, illegal or
unenforceable, in whole or in part, in any jurisdiction, the validity, legality
and enforceability of the remaining provisions or obligations, or of such
provision or obligation in any other jurisdiction, shall not in any way be
affected or impaired thereby.

         SECTION 5.8. THIS AMENDMENT 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).



                        [Signatures Follow on Next Page]






         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and to be delivered in New York, New York, by their duly
authorized officers as of the day and year first above written.

                            INTERMET CORPORATION


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



                                      S-1               Intermet Fifth Amendment




                            THE BANK OF NOVA SCOTIA,
                            INDIVIDUALLY AND AS ADMINISTRATIVE AGENT


                            By: /s/ M. D. Smith
                               -------------------------------------------------
                            Name:  M. D. Smith
                                 -----------------------------------------------
                            Title:  Agent Operations
                                   ---------------------------------------------


                            BANK ONE, MICHIGAN,
                            INDIVIDUALLY AND AS SYNDICATION AGENT


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


                            SUNTRUST BANK, INDIVIDUALLY AND
                            AS DOCUMENTATION AGENT


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


                            COMERICA BANK,
                            INDIVIDUALLY AND AS MANAGING AGENT


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





                                      S-2               Intermet Fifth Amendment




                            THE BANK OF NOVA SCOTIA,
                            INDIVIDUALLY AND AS ADMINISTRATIVE AGENT


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


                            BANK ONE, MICHIGAN,
                            INDIVIDUALLY AND AS SYNDICATION AGENT


                            By: /s/ Oliver J. Glenn, III
                               -------------------------------------------------
                            Name:  Oliver J. Glenn, III
                                 -----------------------------------------------
                            Title:  First Vice President
                                   ---------------------------------------------


                            SUNTRUST BANK, INDIVIDUALLY AND
                            AS DOCUMENTATION AGENT


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


                            COMERICA BANK,
                            INDIVIDUALLY AND AS MANAGING AGENT


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





                                      S-2               Intermet Fifth Amendment




                            THE BANK OF NOVA SCOTIA,
                            INDIVIDUALLY AND AS ADMINISTRATIVE AGENT


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


                            BANK ONE, MICHIGAN,
                            INDIVIDUALLY AND AS SYNDICATION AGENT


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


                            SUNTRUST BANK, INDIVIDUALLY AND
                            AS DOCUMENTATION AGENT


                            By: /s/ William C. Humphries
                               -------------------------------------------------
                            Name:  William C. Humphries
                                 -----------------------------------------------
                            Title:   Director
                                   ---------------------------------------------


                            COMERICA BANK,
                            INDIVIDUALLY AND AS MANAGING AGENT


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





                                      S-2               Intermet Fifth Amendment




                            THE BANK OF NOVA SCOTIA,
                            INDIVIDUALLY AND AS ADMINISTRATIVE AGENT


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


                            BANK ONE, MICHIGAN,
                            INDIVIDUALLY AND AS SYNDICATION AGENT


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


                            SUNTRUST BANK, INDIVIDUALLY AND
                            AS DOCUMENTATION AGENT


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


                            COMERICA BANK,
                            INDIVIDUALLY AND AS MANAGING AGENT


                            By: /s/ Chris Stergians
                               -------------------------------------------------
                            Name: Chris Stergians
                                 -----------------------------------------------
                            Title:   Account Officer
                                   ---------------------------------------------





                                      S-2               Intermet Fifth Amendment





                            BANKERS TRUST COMPANY


                            By: /s/ Mary Jo Jolly
                               -------------------------------------------------
                            Name: Mary Jo Jolly
                                 -----------------------------------------------
                            Title:  ASSISTANT VICE PRESIDENT
                                   ---------------------------------------------

                            FLEET NATIONAL BANK


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


                            MIZUHO CORPORATE BANK, LTD.


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


                            KEYBANK NATIONAL ASSOCIATION


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


                            DG BANK DEUTSCHE
                            GENOSSENSCHAFTSBANK AG


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

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


                                      S-4               Intermet Fifth Amendment




                            BANKERS TRUST COMPANY


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

                            FLEET NATIONAL BANK


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


                            MIZUHO CORPORATE BANK, LTD.


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


                            KEYBANK NATIONAL ASSOCIATION


                            By: /s/ Marvin S. Kodish
                               -------------------------------------------------
                            Name: Marvin S. Kodish
                                 -----------------------------------------------
                            Title:  Sr. V. P.
                                   ---------------------------------------------


                            DG BANK DEUTSCHE
                            GENOSSENSCHAFTSBANK AG


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

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


                                      S-4               Intermet Fifth Amendment




                            BANKERS TRUST COMPANY


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

                            FLEET NATIONAL BANK


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


                            MIZUHO CORPORATE BANK, LTD.


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


                            KEYBANK NATIONAL ASSOCIATION


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

              DS Bank AG, Deutsche Zentral-Genossenschaftebank Frankfurt am Main
         formerly known as: DG BANK DEUTSCHE
                            GENOSSENSCHAFTSBANK AG

                            By: /s/ Bruce T. Ritz
                               -------------------------------------------------
                            Name:  Bruce T. Ritz
                                 -----------------------------------------------
                            Title:  Vice President
                                   ---------------------------------------------

                            By: /s/ Nancy J. O'Conner
                               -------------------------------------------------
                            Name: Nancy J. O'Conner
                                 -----------------------------------------------
                            Title:  Vice President
                                   ---------------------------------------------


                                      S-4               Intermet Fifth Amendment




                            STANDARD FEDERAL BANK N.A.


                            By: /s/ John M. Babb
                               -------------------------------------------------
                            Name: John M. Babb
                                 -----------------------------------------------
                            Title:  Vice President
                                   ---------------------------------------------


                            NATIONAL CITY BANK


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


                            LANDESBANK SAAR GIROZENTRALE


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


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



                                      S-5               Intermet Fifth Amendment



                            MICHIGANNATIONALBANK


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


                            NATIONALCITYBANK


                            By: /s/ John R. DeFrancesce
                               -------------------------------------------------
                            Name: John R. DeFrancesce
                                 -----------------------------------------------
                            Title:  Senior Vice President
                                   ---------------------------------------------


                            LANDESBANKSAARGIROZENTRALE


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


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



                                      S-5               Intermet Fifth Amendment



                  Each of the undersigned hereby consents to this Amendment,
         ratifies the Guaranty Agreement and agrees that the Guaranty Agreement
         remains in full force and effect:

         ALEXANDER CITY CASTING COMPANY, INC.

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


         CAST-MATIC CORPORATION


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


         COLUMBUS FOUNDRY, L.P.


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


         DIVERSIFIED DIEMAKERS, INC.


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


         FRISBY P.M.C., INCORPORATED


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


                                      S-6               Intermet Fifth Amendment






         GANTON TECHNOLOGIES INC.


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


         INTERMET HOLDING COMPANY


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


         INTERMET INTERNATIONAL, INC.


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


         IRONTON IRON INC.

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


         LYNCHBURG FOUNDRY COMPANY


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



                                      S-7               Intermet Fifth Amendment




         NORTHERN CASTINGS CORPORATION


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



         SUDBURY, INC.


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


         SUDM, INC.


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


         TOOL PRODUCTS, INC.


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


         WAGNER CASTINGS COMPANY


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



                                      S-8               Intermet Fifth Amendment





         WAGNER HAVANA, INC.


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


         INTERMET U.S. HOLDING, INC.


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












                                      S-9               Intermet Fifth Amendment

EX-12.1

                                                                    EXHIBIT 12.1




                                                                             Years ended December 31,
                                                            ---------------------------------------------------------------

                                                                1997        1998         1999        2000         2001
                                                            ---------------------------------------------------------------
                                                                                                  
OTHER DATA:
RATIO OF EARNINGS TO FIXED CHARGES:

Pre-tax income from continuing operations                        $61,389     $65,188      $48,453     $77,099     -$14,003
Income (Loss) from equity investments                              3,199         351         -337        -782         -964
Fixed Charges                                                     12,636      11,305       15,492      41,815       33,802
Amortization of capitalized interest                                   0           0            0          75          205
Capitalized interest                                                   0           0            0      -1,500       -1,100
                                                            ---------------------------------------------------------------
     Earnings                                                    $77,224     $76,844      $63,608    $116,707      $17,940
                                                            ===============================================================

Interest expense                                                 $12,396     $11,305      $15,210     $40,072      $32,503
Estimated interest within rental expense                             240           0          282         243          199
Capitalized interest                                                   0           0            0       1,500        1,100
                                                            ---------------------------------------------------------------
     Fixed Charges                                               $12,636     $11,305      $15,492     $41,815      $33,802
                                                            ===============================================================

     Ratio                                                          6.11        6.80         4.11        2.79         0.53

PRO FORMA DATA:
RATIO OF TOTAL DEBT TO ADJUSTED EBITDA:

Revolving credit facility
Industrial development bonds
Capitalized leases and other debt
Senior notes


     Total pro forma debt


EBITDA
Plus Alexander City closing costs

     Adjusted EBITDA


     Ratio

RATIO OF ADJUSTED EBITDA TO INTEREST EXPENSE:

EBITDA
Plus Alexander City closing costs

     Adjusted EBITDA


Interest expense, net
Pro forma adjustment

     Pro forma interest expense


     Ratio

RATIO OF EARNINGS TO FIXED CHARGES:

Pre-tax income from continuing operations
Income (loss) from equity investments
Fixed charges
Amortization of capitalized interest
Capitalized interest

     Earnings


Interest expense
Estimated interest within rental expense
Capitalized interest
Pro forma adjustment

     Pro forma fixed charges


     Ratio





                                                                                                     Twelve
                                                                                                     months
                                                                            Three months              ended
                                                                          ended March 31,           March 31,
                                                                       -------------------------  -------------

                                                                           2001        2002           2002
                                                                       -------------------------  -------------
                                                                                         
OTHER DATA:
RATIO OF EARNINGS TO FIXED CHARGES:

Pre-tax income from continuing operations                                     $1,944      $6,710        -$9,237
Income (Loss) from equity investments                                           -152        -175           -987
Fixed Charges                                                                  8,956       6,596         31,442
Amortization of capitalized interest                                              66         130            269
Capitalized interest                                                            -275           0           -825
                                                                        -------------------------  -------------
     Earnings                                                                $10,539     $13,261        $20,662
                                                                        =========================  =============

Interest expense                                                              $8,461      $6,428        $30,470
Estimated interest within rental expense                                         220         168            147
Capitalized interest                                                             275           0            825
                                                                        -------------------------  -------------
     Fixed Charges                                                            $8,956      $6,596        $31,442
                                                                        =========================  =============

     Ratio                                                                      1.18        2.01           0.66

PRO FORMA DATA:
RATIO OF TOTAL DEBT TO ADJUSTED EBITDA:

Revolving credit facility                                                                              $114,250
Industrial development bonds                                                                             40,550
Capitalized leases and other debt                                                                         2,391
Senior notes                                                                                            175,000
                                                                                                   -------------
     Total pro forma debt                                                                              $332,191
                                                                                                   =============

EBITDA                                                                                                  $75,422
Plus Alexander City closing costs                                                                        12,920
                                                                                                   -------------
     Adjusted EBITDA                                                                                    $88,342
                                                                                                   =============

     Ratio                                                                                                 3.76

RATIO OF ADJUSTED EBITDA TO INTEREST EXPENSE:

EBITDA                                                                                                  $75,422
Plus Alexander City closing costs                                                                        12,920
                                                                                                   -------------
     Adjusted EBITDA                                                                                    $88,342
                                                                                                   =============

Interest expense, net                                                                                   $29,464
Pro forma adjustment                                                                                      6,368
                                                                                                   -------------
     Pro forma interest expense                                                                         $35,832
                                                                                                   =============

     Ratio                                                                                                 2.47

RATIO OF EARNINGS TO FIXED CHARGES:

Pre-tax income from continuing operations                                                               -$9,237
Income (loss) from equity investments                                                                      -987
Fixed charges                                                                                            31,442
Amortization of capitalized interest                                                                        269
Capitalized interest                                                                                       -825
                                                                                                   -------------
     Earnings                                                                                           $20,662
                                                                                                   =============

Interest expense                                                                                        $30,470
Estimated interest within rental expense                                                                    147
Capitalized interest                                                                                        825
Pro forma adjustment                                                                                      6,368
                                                                                                   -------------
     Pro forma fixed charges                                                                            $37,810
                                                                                                   =============

     Ratio                                                                                                 0.55

EX-21.1

                                  EXHIBIT 21.1
                                  SUBSIDIARIES

Lynchburg Foundry Company
Northern Castings Corporation
Ironton Iron, Inc.
Intermet International, Inc.
Columbus Foundry, L.P.
SUDM, Inc.
Intermet Holding Company
Alexander City Casting Company, Inc.
Tool Products, Inc.
Sudbury, Inc.
Cast-Matic Corporation
Frisby P.M.C., Incorporated
Transnational Indemnity Company
Wagner Castings Company
Wagner Havana, Inc.
Diversified Diemakers, Inc.
Ganton Technologies, Inc.
Intermet Netherlands, B.V.
Intermet European Foreign Holdings Corporation, B.V.
Intermet Holding, B.V.
Intermet Europe GmbH
Intermet Neunkirchen Foundry GmbH
Fundico Nodular, SA, Portugal (50% interest)
Intermet U.S. Holding, Inc.

EX-23.2

                                                                    EXHIBIT 23.2

                        Consent of Independent Auditors

We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated February 6, 2002 (except for Note 16, as to which the
date is June 5, 2002), in the Registration Statement (Form S-4) and related
Prospectus of INTERMET Corporation for the registration of 9 3/4% Senior Notes
due 2009 ($175 million aggregate principal amount).

                                                 ERNST & YOUNG LLP
                                             /s/ Ernst & Young LLP


Detroit, Michigan
July 23, 2002

EX-25.1

                                                                    Exhibit 25.1



================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                    FORM T-1

                         STATEMENT OF ELIGIBILITY UNDER
                      THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE
               Check if an Application to Determine Eligibility of
                     a Trustee Pursuant to Section 305(b)(2)

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

                         U.S. BANK NATIONAL ASSOCIATION
               (Exact name of Trustee as specified in its charter)

                                   31-0841368
                       I.R.S. Employer Identification No.

         180 East Fifth Street
          St. Paul, Minnesota                                55101
 (Address of principal executive offices)                  (Zip Code)

                                Richard Prokosch
                         U.S. Bank National Association
                              180 East Fifth Street
                               St. Paul, MN 55101
                                 (651) 244-0721
            (Name, address and telephone number of agent for service)

                              INTERMET CORPORATION
                     (Issuer with respect to the Securities)

                Georgia                                58-1563873
    (State or other jurisdiction of       (I.R.S. Employer Identification No.)
     incorporation or organization)

         5445 Corporate Drive
            Troy, Michigan                             48098-2583
(Address of Principal Executive Offices)               (Zip Code)


                          9-3/4% SENIOR NOTES DUE 2009
                   GUARANTEES OF 9-3/4% SENIOR NOTES DUE 2009
                       (TITLE OF THE INDENTURE SECURITIES)

================================================================================

                         TABLE OF ADDITIONAL REGISTRANTS



                                                                                   PRIMARY STANDARD
                                                                                     INDUSTRIAL
                                         STATE/COUNTRY        I.R.S. EMPLOYER      CLASSIFICATION
NAME                                    OF INCORPORATION     IDENTIFICATION NO.         CODE
- ----                                    ----------------     ------------------   ------------------
                                                                         

Lynchburg Foundry Company                   Virginia             31-0831755              3320
Northern Castings Corporation               Georgia              58-1673693              3320
Ironton Iron, Inc.                          Ohio                 31-1117407              3320
Intermet U.S. Holding, Inc.                 Delaware             02-0615089              3320 and 3590
Columbus Foundry, L.P.                      Delaware             58-2355182              3320
SUDM, Inc.                                  Michigan             38-3375067              6719
Alexander City Casting Company, Inc.        Alabama              63-1156801              3360
Tool Products, Inc.                         Delaware             38-3442203              3360
Sudbury, Inc.                               Delaware             34-1546292              6719
Cast-Matic Corporation                      Michigan             38-1942573              3360
Frisby P.M.C. Incorporated                  Illinois             36-3760275              3590
Wagner Castings Company                     Delaware             37-0775929              3320
Wagner Havana, Inc.                         Delaware             37-1253015              3320
Diversified Diemakers, Inc.                 Delaware             39-1953911              3360
Ganton Technologies, Inc.                   Illinois             36-3441176              3360


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

The address of each of the additional registrants is 5445 Corporate Drive,
Troy, Michigan 48098-2583.



                                       2

                                    FORM T-1

ITEM 1.     GENERAL INFORMATION. Furnish the following information as to the
            Trustee.

            a)    Name and address of each examining or supervising authority to
                  which it is subject.

                        Comptroller of the Currency
                        Washington, D.C.

            b)    Whether it is authorized to exercise corporate trust powers.

                        Yes

ITEM 2.     AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the
            Trustee, describe each such affiliation.

                  None

ITEMS 3-15. Items 3-15 are not applicable because to the best of the Trustee's
            knowledge, the obligor is not in default under any Indenture for
            which the Trustee acts as Trustee.

ITEM 16.    LIST OF EXHIBITS: List below all exhibits filed as a part of this
            statement of eligibility and qualification.

            1. A copy of the Articles of Association of the Trustee.*

            2. A copy of the certificate of authority of the Trustee to commence
               business.*

            3. A copy of the certificate of authority of the Trustee to exercise
               corporate trust powers.*

            4. A copy of the existing bylaws of the Trustee.*

            5. A copy of each Indenture referred to in Item 4. Not applicable.

            6. The consent of the Trustee required by Section 321(b) of the
               Trust Indenture Act of 1939, attached as Exhibit 6.

            7. Report of Condition of the Trustee as of December 31, 2001,
               published pursuant to law or the requirements of its supervising
               or examining authority, attached as Exhibit 7.

      * Incorporated by reference to Registration Number 333-67188.



                                       3

                                      NOTE

      The answers to this statement insofar as such answers relate to what
persons have been underwriters for any securities of the obligors within three
years prior to the date of filing this statement, or what persons are owners of
10% or more of the voting securities of the obligors, or affiliates, are based
upon information furnished to the Trustee by the obligors. While the Trustee has
no reason to doubt the accuracy of any such information, it cannot accept any
responsibility therefor.

                                    SIGNATURE

      Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking
association organized and existing under the laws of the United States of
America, has duly caused this statement of eligibility and qualification to be
signed on its behalf by the undersigned, thereunto duly authorized, all in the
City of St. Paul, State of Minnesota on the 2nd day of July, 2002.

                                   U.S. BANK NATIONAL ASSOCIATION

                                   By:   /s/ Richard Prokosch
                                         ----------------------------
                                         Richard Prokosch
                                         Vice President

By: /s/ Julie Eddington
    ------------------------------
    Julie Eddington
    Assistant Vice President




                                       4

                                    EXHIBIT 6

                                     CONSENT

      In accordance with Section 321(b) of the Trust Indenture Act of 1939, the
undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of
examination of the undersigned by Federal, State, Territorial or District
authorities may be furnished by such authorities to the Securities and Exchange
Commission upon its request therefor.

Dated: July 2, 2002


                                      U.S. BANK NATIONAL ASSOCIATION


                                      By: /s/ Richard Prokosch
                                          -----------------------------
                                          Richard Prokosch
                                          Vice President

By: /s/ Julie Eddington
    ----------------------------
    Julie Eddington
    Assistant Vice President



                                       5

                                    EXHIBIT 7

                         U.S. BANK NATIONAL ASSOCIATION
                        STATEMENT OF FINANCIAL CONDITION
                                 AS OF 3/31/2002
                                    ($000'S)



                                                                   3/31/2002
                                                                 ------------
                                                              

ASSETS
   Cash and Due From Depository Institutions                     $  6,610,097
   Federal Reserve Stock                                                    0
   Securities                                                      24,432,814
   Federal Funds                                                    1,509,430
   Loans & Lease Financing Receivables                            112,081,360
   Fixed Assets                                                     1,414,464
   Intangible Assets                                                8,269,267
   Other Assets                                                     6,637,699
                                                                 ------------
      TOTAL ASSETS                                               $160,955,131

LIABILITIES
   Deposits                                                      $107,406,480
   Fed Funds                                                        6,981,749
   Treasury Demand Notes                                                    0
   Trading Liabilities                                                120,375
   Other Borrowed Money                                            18,019,329
   Acceptances                                                        185,399
   Subordinated Notes and Debentures                                5,104,491
   Other Liabilities                                                3,878,626
                                                                 ------------
   TOTAL LIABILITIES                                             $141,696,449

EQUITY
   Minority Interest in Subsidiaries                             $    985,901
   Common and Preferred Stock                                          18,200
   Surplus                                                         11,278,504
   Undivided Profits                                                6,976,077
                                                                 ------------
      TOTAL EQUITY CAPITAL                                       $ 19,258,682

TOTAL LIABILITIES AND EQUITY CAPITAL                             $160,955,131


- --------------------------------------------------------------------------------
To the best of the undersigned's determination, as of the date hereof, the above
financial information is true and correct.

U.S. BANK NATIONAL ASSOCIATION

By:  /s/ Richard Prokosch
     -------------------------
     Vice President

Date: July 2, 2002




                                       6

EX-99.(1)

EXHIBIT 99.1

LETTER OF TRANSMITTAL

INTERMET CORPORATION

OFFER TO EXCHANGE

9 3/4% SENIOR NOTES DUE 2009

FOR ANY AND ALL OUTSTANDING

9 3/4% SENIOR NOTES DUE 2009

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                , 2002 (THE “EXPIRATION DATE”) UNLESS EXTENDED BY THE COMPANY.

The Exchange Agent for the Exchange Offer is:

U.S. Bank National Association

By Registered or Certified Mail:

U.S. Bank National Association
180 East Fifth Street
St. Paul, Minnesota 55101
Attn: Specialized Finance Department
-4th Floor By Hand in New York:

U.S. Bank National Association
100 Wall Street, Suite 2000
New York, New York 10005 By Overnight Delivery or
Hand in Minnesota:

U.S. Bank National Association
180 East Fifth Street
St. Paul, Minnesota 55101
Attn: Specialized Finance Department
-4th Floor

Facsimile Transmission Number:

(For Eligible Institutions Only):

(651) 244-1537

Confirm Receipt of Facsimile by Telephone:

(800) 934-6802

      DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

      The undersigned acknowledges receipt of the Prospectus dated                , 2002 (the “Prospectus”) of INTERMET Corporation (the “Company”), and this Letter of Transmittal (the “Letter of Transmittal”), which together describe the Company’s offer (the “Exchange Offer”) to exchange $1,000 in principal amount of its 9 3/4% Senior Notes due 2009 registered under the Securities Act of 1933, as amended (the “Securities Act”) (the “Registered Notes”) for each $1,000 in principal amount of outstanding 9 3/4% Senior Notes due 2009 (the “Old Notes”). Capitalized terms used and not otherwise defined herein have the meaning assigned thereto in the Prospectus.

      The undersigned has checked the appropriate boxes below and signed this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer.

      PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS CAREFULLY BEFORE CHECKING ANY BOX BELOW. YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT.

      List below the Old Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the certificate numbers and principal amounts should be listed on a separate signed schedule affixed hereto.

DESCRIPTION OF OLD NOTES
Name(s) and Address(es) of Registered Holder(s) (Please fill in)	Certificate Number(s)	Aggregate Principal Amount Represented by Old Note(s)*	Principal Amount Tendered
* Need not be completed by book-entry holders.
** Unless otherwise indicated, the holder will be deemed to have tendered the full aggregate principal amount represented by such Old Notes. See Instruction 2.

      This Letter of Transmittal is to be used either if certificates representing Old Notes are to be forwarded herewith or if delivery of Old Notes is to be made by book-entry transfer to an account maintained by the exchange agent at the Depository Trust Company (the “Book-Entry Transfer Facility”) pursuant to the procedures set forth in the Prospectus under the caption “The Exchange Offer — Procedures for Tendering.” Delivery of documents to the Book-Entry Transfer Facility does not constitute delivery to the exchange agent.

      Holders whose Old Notes are not immediately available or who cannot deliver their Old Notes and all other documents required hereby to the exchange agent on or prior to the Expiration Date must tender their Old Notes according to the guaranteed delivery procedures set forth in the Prospectus under the caption “The Exchange Offer — Procedures for Tendering.”

o  CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:

Name of Tendering Institution(s): 

The Depository Trust Company Account Number: 

Transaction Code Number: 

o  CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:

Name of Registered Holder(s): 

Name of Eligible Institution that Guaranteed Delivery: 

Date of Execution of Notice of Guaranteed Delivery: 

If Delivered by Book-Entry Transfer: 

Account Number: 

2

o  CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO:

Name: 

Address: 

      If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Registered Notes. If the undersigned is a broker-dealer that will receive Registered Notes for its own account in exchange for Old Notes that were acquired as result of market-making activities or other trading activities (other than Old Notes acquired directly from the Company), it acknowledges that it will deliver a prospectus in connection with any resale of such Registered Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. Any holder who is an “affiliate” of the Company or who has an arrangement or understanding with respect to the distribution of the Registered Notes to be acquired pursuant to the Exchange Offer, or any broker-dealer who purchased Old Notes from the Company to resell pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act must comply with the registration and prospectus delivery requirements under the Securities Act.

3

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

      1. Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Company the aggregate principal amount at maturity of Old Notes indicated above. Subject to, and effective upon, the acceptance for exchange of the Old Notes tendered hereby, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to such Old Notes as are being tendered hereby.

      2. The undersigned hereby irrevocably constitutes and appoints the exchange agent as the undersigned’s true and lawful agent and attorney-in-fact with respect to such tendered Old Notes, with full power of substitution, among other things, to cause the Old Notes to be assigned, transferred and exchanged. The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Old Notes tendered hereby and that the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim when the same are accepted by the Company. The undersigned hereby further represents that: (i) any Registered Notes acquired in exchange for Old Notes tendered hereby will have been acquired in the ordinary course of business of the person receiving such Registered Notes, whether or not such person is the undersigned, (ii) neither the holder of such Old Notes nor any such other person is engaged in or intends to engage in a distribution of such Registered Notes, (iii) neither the holder of such Old Notes nor any such other person has an arrangement or understanding with any person to participate in the distribution of such Registered Notes and (iv) neither the holder of such Old Notes nor any such other person is an “affiliate,” as defined in Rule 405 under the Securities Act, of the Company.

      3. The undersigned also acknowledges that the Exchange Offer is being made in reliance on an interpretation, made to third parties, by the staff of the Securities and Exchange Commission (the “SEC”) that the Registered Notes issued in exchange for the Old Notes pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by holders thereof (other than any such holder that is an “affiliate” of the Company within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such Registered Notes are acquired in the ordinary course of such holders’ business, such holders are not engaged in and do not intend to engage in the distribution of such Registered Notes and such holders have no arrangements with any person to participate in the distribution of such Registered Notes. If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Registered Notes. If the undersigned is a broker-dealer that will receive Registered Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of such Registered Notes. However, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

      4. The undersigned will, upon request, execute and deliver any additional documents deemed by the Company to be necessary or desirable to complete the sale, assignment and transfer of the Old Notes tendered hereby. All authority conferred or agreed to be conferred in this Letter and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in the Prospectus under the caption “The Exchange Offer — Withdrawal of Tenders.” See Instruction 8.

      5. Unless otherwise indicated in the box entitled “Special Issuance Instructions” below, please issue the Registered Notes (and, if applicable, substitute certificates representing Old Notes for any Old Notes not exchanged) in the name of the undersigned or, in the case of a book-entry delivery of Old Notes, please credit the account indicated above maintained at the Book-Entry Transfer Facility. Similarly, unless otherwise indicated under the box entitled “Special Delivery Instructions” below, please send the Registered Notes

4

(and, if applicable, substitute certificates representing Old Notes for any Old Notes not exchanged) to the undersigned at the address shown above in the box entitled “Description of Old Notes.”

      THE UNDERSIGNED ACKNOWLEDGES THAT THE EXCHANGE OFFER IS SUBJECT TO THE MORE DETAILED TERMS SET FORTH IN THE PROSPECTUS AND, IN CASE OF ANY CONFLICT BETWEEN THE TERMS OF THE PROSPECTUS AND THIS LETTER, THE TERMS OF THE PROSPECTUS SHALL PREVAIL.

      THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED “DESCRIPTION OF OLD NOTES” ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE OLD NOTES AS SET FORTH IN SUCH BOX ABOVE.

5

SPECIAL ISSUANCE INSTRUCTIONS

(See Instructions 3 and 4)

To be completed ONLY if certificates for Old Notes not exchanged and/or Registered Notes are to be issued in the name of someone other than the person or persons whose signature(s) appear(s) on this Letter below, or if Old Notes delivered by book-entry transfer which are not accepted for exchange are to be returned by credit to an account maintained at the Book-Entry Transfer Facility other than the account indicated above.

Issue: Registered Notes and/or Old Notes to:

Name(s)* 

(Please Type or Print)

(Please Type or Print)

Address: 

Zip Code

Credit unexchanged Old Notes delivered by book-entry transfer to the Book-Entry Transfer Facility account set forth below.

(BOOK-ENTRY TRANSFER FACILITY

ACCOUNT NUMBER, IF APPLICABLE)

SPECIAL DELIVERY INSTRUCTIONS

(See Instructions 3 and 4)

To be completed ONLY if certificates for Old Notes not exchanged and/or Registered Notes are to be sent to someone other than the person or persons whose signatures(s) appear(s) on this Letter below or to such person or persons at an address other than shown in the box entitled “Description of Old Notes” on this Letter above.

Mail Registered Notes and/or Old Notes to:

Name(s)* 

(Please Type or Print)

(Please Type or Print)

Address: 

Zip Code

[*(SUCH PERSON(S) MUST PROPERLY COMPLETE A SUBSTITUTE FORM W-9, A FORM W-8BEN, A FORM W-8ECI, OR A FORM W-8IMY)]

IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF (TOGETHER WITH THE CERTIFICATES FOR OLD NOTES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS OR THE NOTICE OF GUARANTEED DELIVERY) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

6

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL

CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.

PLEASE SIGN HERE

(TO BE COMPLETED BY ALL TENDERING HOLDERS)

X _________________________________________________

X _________________________________________________

X _________________________________________________

                                   Signature(s) of Owner

Area Code and Telephone Number: __________

X _________________________________________________

X _________________________________________________

X _________________________________________________

                                                    Date

     If a holder is tendering any Old Notes, this Letter must be signed by the registered holder(s) as the name(s) appear(s) on the certificate(s) for the Old Notes or by any person(s) authorized to become registered holder(s) by endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, officer or other person acting in a fiduciary or representative capacity, please set forth full title. See Instruction 3.

Name(s): _________________________________________

______________________________________________________

______________________________________________________

Capacity: __________________________________________

Address: ___________________________________________

SIGNATURE GUARANTEE

(IF REQUIRED BY INSTRUCTION 3)

Signature(s) Guaranteed by an Eligible Institution:

(Authorized Signature)

(Title)

(Name and Firm)

7

INSTRUCTIONS

      1. Delivery of this Letter and Notes; Guaranteed Delivery Procedures. This Letter is to be completed by holders of Old Notes either if certificates are to be forwarded herewith or if tenders are to be made pursuant to the procedures for delivery by book-entry transfer set forth in the Prospectus under the caption “The Exchange Offer – Outstanding Notes Held in Book-Entry Form.” Certificates for all physically tendered Old Notes, or book-entry confirmation, as the case may be, as well as a properly completed and duly executed Letter (or manually signed facsimile thereof), with any required signature guarantees, and any other documents required by this Letter, must be received by the exchange agent at the address set forth herein on or prior to the Expiration Date, or the tendering holder must comply with the guaranteed delivery procedures set forth below. Old Notes tendered hereby must be in denominations or principal amount at maturity of $1,000 or any integral multiple thereof.

      Noteholders whose certificates for Old Notes are not immediately available or who cannot deliver their certificates and any other required documents to the exchange agent on or prior to the Expiration Date, or who cannot complete the procedure for book-entry transfer on a timely basis, may tender their Old Notes pursuant to the guaranteed delivery procedures set forth in the Prospectus under the caption “The Exchange Offer — Procedures for Tendering.” Pursuant to such procedures, (i) such tender must be made through an Eligible Institution (as defined below), (ii) on or prior to 5:00 p.m., New York City time, on the Expiration Date, the exchange agent must receive from such Eligible Institution a properly completed and duly executed Letter (or a facsimile thereof) and Notice of Guaranteed Delivery, substantially in the form provided by the Company (by facsimile transmission, mail or hand delivery), setting forth the name and address of the holder of Old Notes and the amount of Old Notes tendered, stating that the tender is being made thereby and guaranteeing that within three New York Stock Exchange (“NYSE”) trading days after the date of execution of the Notice of Guaranteed Delivery, the certificates for all physically tendered Old Notes in proper form for transfer, or a book-entry confirmation, as the case may be, and any other documents required by this Letter will be deposited by the Eligible Institution with the exchange agent, and (iii) the certificates for all physically tendered Old Notes, in proper form for transfer, or book-entry confirmation, as the case may be, and all other documents required by this Letter, must be received by the exchange agent within three NYSE trading days after the date of execution of the Notice of Guaranteed Delivery.

      The method of delivery of this Letter, the Old Notes and all other required documents is at the election and risk of the tendering holders, but the delivery will be deemed made only when actually received or confirmed by the exchange agent. Instead of delivery by mail it is recommended that holders use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure delivery to the exchange agent prior to 5:00 p.m., New York City time, on the Expiration Date. No Letter of Transmittal or Old Notes should be sent to the Company.

      See “The Exchange Offer” section in the Prospectus.

      2. Partial Tenders. If less than all of the Old Notes evidenced by a submitted certificate are to be tendered, the tendering holder(s) should fill in the aggregate principal amount at maturity of Old Notes to be tendered in the box above entitled “Description of Old Notes” under “Principal Amount Tendered.” A reissued certificate representing the balance of nontendered Old Notes of a tendering holder who physically delivered Old Notes will be sent to such tendering holder, unless otherwise provided in the appropriate box on this Letter, promptly after the Expiration Date. All of the Old Notes delivered to the exchange agent will be deemed to have been tendered unless otherwise indicated.

      3. Signatures on this Letter; Bond Powers and Endorsements; Guarantee of Signatures. If this Letter is signed by the registered holder of the Old Notes tendered hereby, the signature must correspond exactly with the name as written on the face of the certificates without any change whatsoever.

      If any tendered Old Notes are owned of record by two or more joint owners, all such owners must sign this Letter.

8

      If any tendered Old Notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of this Letter as there are different registrations of certificates.

      When this Letter is signed by the registered holder or holders of the Old Notes specified herein and tendered hereby, no endorsements of certificates or separate bond powers are required. If, however, the Registered Notes are to be issued, or any untendered Old Notes are to be reissued, to a person other than the registered holder, then endorsements of any certificates transmitted hereby or separate bond powers are required. Signatures on such certificate(s) or bond powers must be guaranteed by an Eligible Institution.

      If this Letter is signed by a person other than the registered holder or holders of any certificate(s) specified herein, such certificates must be endorsed or accompanied by appropriate bond powers, in either case signed exactly as the name or names of the registered holder or holders appear(s) on the certificate(s) and signatures on such certificates(s) or bond powers must be guaranteed by an Eligible Institution.

      If this Letter or any certificates or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Company, proper evidence satisfactory to the Company of their authority to so act must be submitted with this Letter.

      Endorsements on certificates for Old Notes or signatures on bond powers required by this Instruction 3 must be guaranteed by a financial institution (including most banks, savings and loan associations and brokerage houses) that is a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Program or the Stock Exchanges Medallion Program (each an “Eligible Institution” and collectively, “Eligible Institutions”).

      Signatures on the Letter need not be guaranteed by an Eligible Institution if (A) the Old Notes are tendered (i) by a registered holder of Old Notes (which term, for purposes of the Exchange Offer, includes any participant in the Book-Entry Transfer Facility system whose name appears on a security position listing as the holder of such Old Notes) who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on this Letter, or (ii) for the account of an Eligible Institution and (B) the box entitled “Special Registration Instructions” on this Letter has not been completed.

      4. Special Issuance and Delivery Instructions. Tendering holders of Old Notes should indicate in the applicable box the name and address to which Registered Notes issued pursuant to the Exchange Offer and/or substitute certificates evidencing Old Notes not exchanged are to be issued or sent, if different from the name or address of the person signing this Letter. In the case of issuance in a different name, the employer identification or social security number of the person named must also be indicated. Noteholders tendering Old Notes by book-entry transfer may request that Old Notes not exchanged be credited to such account maintained at the Book-Entry Transfer Facility as such noteholder may designate hereon. If no such instructions are given, such Old Notes not exchanged will be returned to the name and address of the person signing this Letter.

      5. Transfer Taxes. The Company will pay all transfer taxes, if any, applicable to the transfer of Old Notes to them or their order pursuant to the Exchange Offer. If, however, Registered Notes and/or substitute Old Notes not exchanged are to be delivered to, or are to be registered or issued in the name of, any person other than the registered holder of the Old Notes tendered hereby, or if tendered Old Notes are registered in the name of any person other than the person signing this Letter, or if a transfer tax is imposed for any reason other than the transfer of Old Notes to the Company or its order pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering holder.

      6. Conditional Tenders. No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders of Old Notes, by execution of this Letter, shall waive any right to receive notice of the acceptance of their Old Notes for exchange.

9

      Although the Company intends to notify holders of defects or irregularities with respect to tenders of Old Notes, neither the Company, nor the exchange agent nor any other person shall incur any liability for failure to give any such notice.

      7. Mutilated, Lost, Stolen or Destroyed Old Notes. Any holder whose Old Notes have been mutilated, lost, stolen or destroyed should contact the exchange agent at the address indicated above for further instructions.

      8. Withdrawal of Tenders. Tenders of Old Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date.

      For a withdrawal of a tender of Old Notes to be effective, a written or facsimile transmission notice of withdrawal must be received by the exchange agent at its address set forth above prior to 5:00 p.m., New York City time, on the Expiration Date. Any such notice of withdrawal must (i) specify the name of the person having deposited the Old Notes to be withdrawn (the “Depositor”), (ii) identify the Old Notes to be withdrawn (including the certificate number or numbers and principal amount of such Old Notes), (iii) be signed by the holder in the same manner as the original signature on this Letter by which such Old Notes were tendered (including any required signature guarantees) or be accompanied by documents of transfer sufficient to have the trustee under the Indenture pursuant to which the Old Notes were issued register the transfer of such Old Notes into the name of the person withdrawing the tender, and (iv) specify the name in which any such Old Notes are to be registered, if different from that of the Depositor. Any Old Notes so properly withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer. Any Old Notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder thereof without cost to such holder as soon as practicable after withdrawal, rejection of tender, or termination of the Exchange Offer. Properly withdrawn Old Notes may be retendered by following the procedures described above at any time on or prior to 5:00 p.m., New York City time, on the Expiration Date.

      All questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of tendered Old Notes will be determined by the Company in its sole discretion, which determination will be final and binding. The Company reserves the absolute right to reject any and all Old Notes not properly tendered or any Old Notes the Company’s acceptance of which would, in the opinion of counsel for the Company, be unlawful. The Company also reserves the right to waive any defects, irregularities, or conditions of tender as to particular Old Notes. The Company’s interpretation of the terms and conditions of the Exchange Offer (including the instructions of this Letter) will be final and binding on all parties.

      9. Requests for Assistance or Additional Copies. Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus, this Letter and other related documents may be directed to the exchange agent, at the address and telephone number indicated above.

IMPORTANT TAX INFORMATION

      Each prospective holder of Registered Notes to be issued pursuant to Special Issuance Instructions or received pursuant to Special Delivery Instructions should complete the attached Substitute Form W-9. Under current federal income tax law, a holder of Registered Notes is required to provide the Company (as payor) with such holder’s correct taxpayer identification number (“TIN”) on Substitute Form W-9 or otherwise establish a basis for exemption from backup withholding to prevent any backup withholding on any payments received in respect of the Registered Notes. If a holder of Registered Notes is an individual, the TIN is such holder’s social security number. If the Company is not provided with the correct taxpayer identification number, a holder of Registered Notes may be subject to a $50 penalty imposed by the Internal Revenue Service. The Substitute Form W-9 need not be completed if the box entitled “Special Issuance Instructions” or the box “Special Delivery Instructions” has not been completed.

      Certain holders of Registered Notes (including, among others, all corporations) are not subject to these backup withholding and reporting requirements. Exempt prospective holders of Registered Notes should indicate their exempt status on Substitute Form W-9. A foreign individual may qualify as an exempt recipient

10

by submitting to the Company, through the exchange agent, the appropriate Internal Revenue Service Form W-8 (e.g., W-8BEN, Form W-8ECI or Form W-8IMY), properly completed and signed under penalty of perjury, attesting to the holder’s exempt status. The appropriate Form W-8 will be provided by the exchange agent upon request. See the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional instructions.

      If backup withholding applies, the Company is required to withhold up to 30% of any “reportable payment” made to the holder of Registered Notes or other payee. Backup withholding is not an additional federal income tax. Rather, the federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service.

Purpose of Substitute Form W-9

      To prevent backup withholding with respect to any payments received in respect of the Registered Notes, each prospective holder of Registered Notes to be issued pursuant to Special Issuance Instructions or received pursuant to Special Delivery Instructions should provide the Company, through the exchange agent, with either: (i) such prospective holder’s correct TIN by completing the form below, certifying that the TIN provided on Substitute Form W-9 is correct (or that such prospective holder is awaiting a TIN), that such prospective holder is a U.S. person (including a U.S. resident alien), and that (A) such prospective holder has not been notified by the Internal Revenue Service that he or she is subject to backup withholding as a result of a failure to report all interest or dividends or (B) the Internal Revenue Service has notified such prospective holder that he or she is no longer subject to backup withholding; or (ii) an adequate basis for exemption.

What Number to Give the Exchange Agent

      The prospective holder of Registered Notes to be issued pursuant to Special Issuance Instructions or received pursuant to Special Delivery Instructions is required to give the exchange agent the TIN (e.g., social security number or employer identification number) of the prospective record owner of the Registered Notes. If the Registered Notes will be held in more than one name or are not held in the name of the actual owner, consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional guidance regarding which number to report.

11

PAYOR’S NAME: U.S. Bank National Association

SUBSTITUTE Form W-9	PART 1 — PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW	SOCIAL SECURITY NUMBER(S) OR EMPLOYER IDENTIFICATION NUMBER(S)
Department of the Treasury Internal Revenue Service	Part 2 — Certification — Under penalties of perjury, I certify that: (1) the number shown on this form is my current taxpayer identification number (or I am waiting for a number to be issued to me), (2) I am not subject to backup withholding either because I am exempt from backup withholding, I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified me that I am no longer subject to backup withholding, and (3) I am a U.S. person (including a U.S. resident alien).

Payor’s Request for Taxpayer
Identification Number (“TIN”) Certificate Instructions — You must cross out item (2) in Part 2 above if you have been notified by the IRS that you are subject to backup withholding because of underreporting interest or dividends on your tax return. However, if after being notified by the IRS that you are subject to backup withholding you receive another notification from the IRS stating that you are no longer subject to backup withholding, do not cross out item (2).

SIGNATURE: DATE:  Part 3
Awaiting
TINo

NOTE:  FAILURE BY A PROSPECTIVE HOLDER OF REGISTERED NOTES TO BE ISSUED PURSUANT TO THE SPECIAL ISSUANCE INSTRUCTIONS OR RECEIVED PURSUANT TO THE SPECIAL DELIVERY INSTRUCTIONS ABOVE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF UP TO 30.5% OF ALL PAYMENTS MADE TO YOU IN RESPECT OF THE REGISTERED NOTES DELIVERABLE TO YOU PURSUANT TO THE EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATION IF YOU

CHECKED THE BOX IN PART 3 OF SUBSTITUTE FORM W-9

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (b) I intend to mail or deliver such an application in the near future. I understand that if I do not provide a taxpayer identification number within sixty (60) days, up to 30% of all reportable payments made to me thereafter will be withheld until I provide such a number.

Signature: 

  Date: 

12 EX-99.(2) 13 k70257exv99wx2y.htm FORM OF NOTICE OF GUARANTEED DELIVERY

EXHIBIT 99.2

NOTICE OF GUARANTEED DELIVERY

FOR

INTERMET CORPORATION

      This form or one substantially equivalent hereto must be used to accept the Exchange Offer of INTERMET Corporation (the “Company”) made pursuant to the Prospectus dated                     , 2002 (the “Prospectus”), if certificates representing the outstanding 9 3/4% Senior Notes due 2009 of the Company (the “Old Notes”) are not immediately available or if the procedure for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach U.S. Bank National Association, as exchange agent (the “Exchange Agent”) prior to 5:00 P.M., New York City time, on the Expiration Date of the Exchange Offer. Such form may be delivered or transmitted by facsimile transmission, mail or hand delivery to the Exchange Agent as set forth below. In addition, in order to utilize the guaranteed delivery procedure to tender Old Notes pursuant to the Exchange Offer, a completed, signed and dated Letter of Transmittal (or facsimile thereof) must also be received by the Exchange Agent prior to 5:00 P.M., New York City time, on the Expiration Date. Capitalized terms not defined herein are defined in the Prospectus.

DELIVERY TO: U.S. BANK NATIONAL ASSOCIATION, EXCHANGE AGENT

By Registered or Certified Mail:
U.S. Bank National Association
180 East Fifth Street
St. Paul, Minnesota 55101
Attn: Specialized Finance
Department — 4th Floor By Hand in New York:
U.S. Bank National Association
100 Wall Street, Suite 2000
New York, New York 10005 By Overnight Delivery or
Hand in Minnesota:
U.S. Bank National Association
180 East Fifth Street
St. Paul, Minnesota 55101
Attn: Specialized Finance
Department — 4th Floor

Facsimile Transmission Number:
(For Eligible Institutions Only):
(651) 244-1537 Confirm Receipt of Facsimile by Telephone:
(800) 934-6802

      DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.

Ladies and Gentlemen:

      Upon the terms set forth in the Prospectus and the accompanying Letter of Transmittal, the undersigned hereby tenders to the Company the principal amount of Old Notes set forth below pursuant to the guaranteed delivery procedure described in “The Exchange Offer — Guaranteed Delivery Procedures” section of the Prospectus.

Principal Amount of Old Notes Tendered:*

$

Certificate Nos. (if available):

Total Principal Amount Represented by Old Notes Certificate(s):

$

If Old Notes will be delivered by book-entry transfer to The Depository Trust Company, provide account number.

Account Number

* Must be in denominations of principal amount of $1,000 and any integral multiple thereof.

      All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

PLEASE SIGN HERE

X

X

Signature(s) of Owner(s) or Authorized Signatory

Date

Area Code/Telephone Number:

      Must be signed by the holder(s) of Old Notes as their name(s) appear on certificates for Old Notes or on a security position listing, or by person(s) authorized to become registered holder(s) by endorsement and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below.

Please print name (s) and address (es)

Name(s):

Capacity:

Address(es):

2

GUARANTEE

(Not to be Used for Signature Guarantee)

      The undersigned, a financial institution (including most banks, savings and loan associations and brokerage houses) that is a participant in the securities Transfer Agents Medallion on Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchanges Medallion Program hereby guarantees that the certificates representing the principal amount of Old Notes tendered hereby in proper form for transfer, or timely confirmation of the book-entry transfer of such Old Notes into the Exchange Agent’s account at The Depository Trust Company pursuant to the procedures set forth in “The Exchange Offer — Guaranteed Delivery Procedures” section of the Prospectus, together with any required signature guarantee and any other documents required by the Letter of Transmittal, will be received by the Exchange Agent at the address set forth above, no later than three New York Stock Exchange trading days after the Expiration Date.

Name of Firm

Address

Zip Code

Area Code and Tel. No. 

Authorized Signature

Name:

(Please Type or Print)

Title

Dated: 

NOTE:  DO NOT SEND CERTIFICATES FOR OLD NOTES WITH THIS FORM. CERTIFICATES FOR OLD NOTES SHOULD BE SENT ONLY WITH A COPY OF YOUR PREVIOUSLY EXECUTED LETTER OF TRANSMITTAL.

3 EX-99.(3) 14 k70257exv99wx3y.htm FORM OF LETTER TO CLIENTS

EXHIBIT 99.3

INTERMET CORPORATION

Offer for Outstanding

9 3/4% Senior Notes Due 2009

in Exchange for

9 3/4 Senior Notes Due 2009,

Which Have Been Registered Under the Securities Act of 1993, as Amended

To Our Clients:

      Enclosed for your consideration is a Prospectus, dated                     , 2002 (the “Prospectus”), and the related Letter of Transmittal (the “Letter of Transmittal”), relating to the offer (the “Exchange Offer”) of INTERMET Corporation (the “Company”) to exchange 9 3/4% Senior Notes due 2009, which have been registered under the Securities Act of 1933, as amended (the “New Notes”), for its outstanding 9 3/4% Senior Notes due 2009 (the “Old Notes”), upon the terms and subject to the conditions described in the Prospectus and the Letter of Transmittal. The Exchange Offer is being made in order to satisfy certain obligations of the Company contained in the Registration Rights Agreement dated as of June 13, 2002, by and among the Company, the subsidiary guarantors referred to therein and the initial purchasers referred to therein.

      This material is being forwarded to you as the beneficial owner of the Old Notes held by us for your account but not registered in your name. A tender of such Old Notes may only be made by us as the holder of record and pursuant to your instructions.

      Accordingly, we request instructions as to whether you wish us to tender on your behalf the Old Notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus and Letter of Transmittal.

      Your instructions should be forwarded to us as promptly as possible in order to permit us to tender the Old Notes on your behalf in accordance with the provisions of the Exchange Offer. The Exchange Offer will expire at 5:00 p.m. New York City time, on                     , unless extended by the Company. Any Old Notes tendered pursuant to the Exchange Offer may be withdrawn at any time before the Expiration Date.

      Your attention is directed to the following:

      1. The Exchange Offer is for any and all Old Notes.

      2. The Exchange Offer is subject to certain conditions set forth in the Prospectus in the section captioned “The Exchange Offer — Conditions.”

      3. Any transfer taxes incident to the transfer of Old Notes from the holder to the Company will be paid by the Company, except as otherwise provided in the Instructions in the Letter of Transmittal.

      4. The Exchange Offer expires at 5:00 p.m., New York time, on                     , unless extended by the Company.

      If you wish to have us tender your Old Notes, please instruct us by completing, executing and return to us the instruction form on the back of this letter. The Letter of Transmittal is furnished to you for information only and may not be used directly by you to tender Old Notes.

INSTRUCTION WITH RESPECT TO

THE EXCHANGE OFFER

      The undersigned acknowledge(s) receipt of your letter and the enclosed material referred to therein relating to the Exchange Offer made by INTERMET Corporation with respect to its Old Notes.

      This will instruct you to tender the Old Notes held by you for the account of the undersigned, upon and subject to the terms and conditions set forth in the Prospectus and the related Letter of Transmittal.

      Please tender the Old Notes held by you for my account as indicated below:

9 3/4% Senior Notes due 2009

o  Please do not tender any Old Notes held by you for my accounts

Dated:                     , 2002

Aggregate Principal Amount of Old Notes

Signature(s)

(Print Name(s) here)

Address

Area Code and Telephone Number

Tax Identification or Social Security No(s).

      None of the Old Notes held by us for your account will be tendered unless we receive written instructions from you to do so. Unless a specific contrary instruction is given in the space provided, your signature(s) hereon shall constitute an instruction to us to tender all the Old Notes held by us for your account.

EX-99.(4) 15 k70257exv99wx4y.htm FORM OF LETTER TO NOMINEES

EXHIBIT 99.4

Offer for Outstanding

9 3/4% Senior Notes Due 2009

in Exchange for

9 3/4% Senior Notes Due 2009,

Which Have Been Registered Under the Securities Act of 1993, as Amended

To:  Brokers, Dealers, Commercial Banks

Trust Companies and Other Nominees:

      INTERMET Corporation (the “Company”), is offering, upon and subject to the terms and conditions set forth in the Prospectus, dated                     , 2002 (the “Prospectus”), and the enclosed Letter of Transmittal (the “Letter of Transmittal”), to exchange (the “Exchange Offer”) its 9 3/4% Senior Notes due 2009, which have been registered under the Securities Act of 1933, as amended, for its outstanding 9 3/4% Senior Notes due 2009 (the “Old Notes”). The Exchange Offer is being made in order to satisfy certain obligations of the company contained in the Registration Rights Agreement dated as of June 13, 2002, by and among the Company and the subsidiary guarantors referred to therein and the initial purchasers referred to therein.

      We are requesting that you contact your clients for whom you hold Old Notes regarding the Exchange Offer. For your information and for forwarding to your clients for whom you hold Old Notes registered in your name or in the name of your nominee, or who hold Old Notes registered in their own names, we are enclosing the following documents:

      1. Prospectus dated                     , 2002;

      2. The Letter of Transmittal for your use and for the information of your clients;

      3. A Notice of Guaranteed Delivery to be used to accept the Exchange Offer if certificates for Old Notes are not immediately available or time will not permit all required documents to reach the Exchange Agent prior to the Expiration Date (as defined below) or if the procedure for book-entry transfer cannot be completed on a timely basis;

      4. A form of letter which may be sent to your clients for whose account you hold Old Notes registered in your name or the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Exchange Offer; and

      5. Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.

      Your prompt action is required. The Exchange Offer will expire at 5:00 p.m., New York City time,                     , unless extended by the Company (the “Expiration Date”). Old Notes tendered pursuant to the Exchange Offer may be withdrawn at any time before the Expiration Date.

      To participate in the Exchange Offer, a duly executed and properly completed Letter of Transmittal (or facsimile thereof), with any required signature guarantees and any other required documents, should be sent to the Exchange Agent and certificates representing the Old Notes should be delivered to the Exchange Agent, all in accordance with the instructions set forth in the Letter of Transmittal and the Prospectus.

      If a registered holder of Old Notes desires to tender, but such Old Notes are not immediately available, or time will not permit such holder’s Old Notes or other required documents to reach the Exchange Agent before the Expiration Date, or the procedure for book-entry transfer cannot be completed on a timely basis, a tender may be effected by following the guaranteed delivery procedures described in the Prospectus under “The Exchange Offer — Guaranteed Delivery Procedures.”

      The Company will, upon request, reimburse brokers, dealers, commercial banks and trust companies for reasonable and necessary costs and expenses incurred by them in forwarding the Prospectus and the

related documents to the beneficial owners of Old Notes held by them as nominee or in a fiduciary capacity. The Company will pay or cause to be paid all stock transfer taxes applicable to the exchange of Old Notes pursuant to the Exchange Offer, except as set forth in Instruction 5 of the Letter of Transmittal.

Very truly yours,

INTERMET CORPORATION

      NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.

Enclosures

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EX-99.(2)

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EX-99.(3)

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EX-99.(4)

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