INTERMET CORP
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>k90758exv10w1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.1

                                 THIRD AMENDMENT
                             TO DEBTOR-IN-POSSESSION
                                CREDIT AGREEMENT

            This THIRD AMENDMENT TO DEBTOR-IN-POSSESSION CREDIT AGREEMENT (this
"AMENDMENT") is dated as of December 23, 2004 and entered into by and among
INTERMET CORPORATION, a Georgia corporation ("COMPANY"), THE SUBSIDIARIES OF
COMPANY LISTED ON THE SIGNATURE PAGES HEREOF AS BORROWERS (collectively, Company
and such Subsidiaries of Company are "BORROWERS" and each a "BORROWER"), THE
BANK OF NOVA SCOTIA, as Administrative Agent for the Lenders ("ADMINISTRATIVE
AGENT") and as a Lead Lender, DEUTSCHE BANK TRUST COMPANY AMERICAS, as
Collateral Agent and Co-Agent for the Lenders ("COLLATERAL AGENT") and as a Lead
Lender, and the undersigned Lenders, and is made with reference to that certain
Debtor-In-Possession Revolving Credit Agreement dated as of October 22, 2004 (as
amended, supplemented or otherwise modified to the date hereof, the "CREDIT
AGREEMENT"), by and among Borrowers, the Lenders, Administrative Agent and
Collateral Agent. Capitalized terms used herein without definition shall have
the same meanings herein as set forth in the Credit Agreement.

                                    RECITALS

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

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

SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT

      1.1   AMENDMENT TO SUBSECTION 1.1.

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

                  "THIRD AMENDMENT" means that certain Third Amendment to
            Debtor-In-Possession Credit Agreement dated as of December 23, 2004
            by and among Borrowers, Agents, Lead Lenders and the Lenders party
            thereto.

                  "THIRD AMENDMENT EFFECTIVE DATE" has the meaning assigned to
            that term in the Third Amendment.

            B. Subsection 1.1 of the Credit Agreement is hereby further amended
by deleting the definitions of "Budget" and "Customer Program Approval Date"
contained therein in their entirety and substituting therefor, respectively, the
following:

                  "BUDGET" means (i) until the Third Amendment Effective Date,
            the most recently approved Budget delivered pursuant to this
            Agreement as in effect prior

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            to the Third Amendment Effective Date, (ii) on and after the Third
            Amendment Effective Date until the date on which Borrowers shall
            have delivered (and Agents and Requisite Lenders shall be satisfied
            in their sole discretion with) the documents required to be
            delivered under clause (a) of the second sentence of subsection
            6.16, the weekly consolidated cash flow projections delivered
            pursuant to Section 3.1 of the Third Amendment (it being understood
            and agreed that the amount of all permitted disbursements and
            expenditures, and the maximum Revolving Loan usage and maximum
            Letter of Credit Usage, for the period commencing on January 15,
            2005 and ending on the date on which Borrowers shall have delivered
            (and Agents and Requisite Lenders shall be satisfied in their sole
            discretion with) the documents required to be delivered under clause
            (a) of the second sentence of subsection 6.16, shall be deemed to
            equal zero) and that portion of the consolidated and consolidating
            cash flow projections attached hereto as Schedule 1.1B that shows
            monthly (and not weekly) anticipated cash receipts and disbursements
            for the period from the Closing Date through the Budget Period, and
            (iii) on and after the date on which the Borrowers shall have
            delivered (and Agents and Requisite Lenders shall be satisfied in
            their sole discretion with) the documents required to be delivered
            under clause (a) of the second sentence of subsection 6.16,
            Borrowers' business plan in the Chapter 11 Cases approved by
            Administrative Agent and Collateral Agent pursuant to the second
            sentence of subsection 6.16; provided that, after the date referred
            to in clause (iii) above, upon approval by Administrative Agent and
            Collateral Agent (or Requisite Lenders, as applicable) in accordance
            with subsection 6.1(xvi) of the projected financial statements and
            cash flow projections delivered pursuant to such subsection, the
            Budget shall be deemed supplemented and/or restated (and Schedule
            1.1B shall be replaced) with respect to all periods covered by such
            approved projections. With respect to any date of determination, any
            reference in this Agreement to the "most recently approved Budget"
            or "most recently delivered Budget" shall be a reference to the
            projections referred to in clause (i), (ii) or (iii), as applicable,
            that constitute the "Budget" on such date of determination.

                  "CUSTOMER PROGRAM APPROVAL DATE" means the earliest date
            (which date, if it occurs, must be on or prior to January 14, 2005
            or such later date as Requisite Lenders and each Lead Lender shall
            agree upon) that Requisite Lenders and each Lead Lender shall have
            notified Company in writing that they are satisfied, in their
            respective sole discretion, with the Customer Agreements executed by
            each Major Customer.

      1.2   AMENDMENT TO SUBSECTION 6.1.

            A. Subsection 6.1(ii) of the Credit Agreement is hereby amended by
inserting immediately prior to each reference to "consolidating" contained
therein the phrase "(with respect to each month commencing with the month ending
December 31, 2004)".

            B. Subsection 6.1(v) of the Credit Agreement is hereby amended by
deleting the reference to "Tuesday" contained therein and substituting therefor
"Wednesday".

                                       2
<PAGE>

            C. Subsection 6.1(xviii) of the Credit Agreement is hereby amended
by deleting the reference to "January 15, 2005" contained therein and
substituting therefor "January 31, 2005".

      1.3   AMENDMENT TO SUBSECTION 6.12.

            Subsection 6.12(i) of the Credit Agreement is hereby amended by
deleting the reference to "Tuesday" in the second sentence of such subsection
and substituting therefor "Wednesday".

      1.4   AMENDMENT TO SUBSECTION 6.16.

            Subsection 6.16 of the Credit Agreement is hereby amended by
deleting the last sentence of such subsection in its entirety and substituting
therefor the following:

            "Notwithstanding anything to the contrary in this Agreement or in
            any limited waiver to this Agreement executed prior to the Third
            Amendment Effective Date, (a) the documents described in subsection
            4.2C (including Borrowers' business plan for the Chapter 11 Cases in
            form and substance satisfactory to each Agent in its sole
            discretion) shall be required to be delivered to Agents prior to
            5:00 p.m. New York City time on January 26, 2005 (and any earlier
            date of required delivery for such documents shall not apply); (b)
            the required daily transfer of amounts on deposit in Borrowers' Cash
            Management System described in subsection 4.1J and subsection 6.11
            shall not require such daily transfer from accounts with Standard
            Federal Bank N.A., Comerica Bank and Bank One, N.A. to the extent
            Borrowers' available funds on deposit with such banks do not exceed
            $1,000,000, $500,000 and $250,000, respectively; (c) the Control
            Agreements from LaSalle Bank, N.A. and Bank of America, N.A. and the
            exhibits to the Control Agreement with Bank One, N.A., in each case
            required to be delivered pursuant to subsection 6.16, shall be
            required to be delivered to Collateral Agent prior to 5:00 p.m. New
            York City time on January 26, 2005 (and any earlier date of required
            delivery for such Control Agreements shall not apply), provided,
            that Collateral Agent may extend such time for delivery in writing;
            (d) no Control Agreement shall be required from Comerica Bank so
            long as prior to March 31, 2005, (x) a bank reasonably acceptable to
            Collateral Agent replaces Comerica Bank in performing the cash
            management functions performed by Comerica Bank (as of the Third
            Amendment Effective Date) and (y) the cash management arrangements
            (and the Control Agreement) that would otherwise be required with
            respect to Comerica Bank (without giving effect to clause (d) of
            this sentence) shall be in full force and effect with respect to
            such replacement bank; (e) Borrowers shall not be required to
            deliver the Mortgage required under subsection 4.2H of the Credit
            Agreement for Lynchburg Foundry Company's property at 1605 W. Main,
            in Radford, Virginia unless and until Collateral Agent specifically
            requests such Mortgage in writing after the Third Amendment
            Effective Date, at which point Borrowers shall deliver such Mortgage
            within 30 days after Collateral Agent's request therefor; and (f)
            Borrowers shall deliver to Lead Lenders prior to 5:00 p.m. New York
            City time on January 14, 2005 a supplement

                                       3
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            to the Covenant Addendum meeting the requirements set forth in
            subsection 6.1(xvii) of this Agreement with respect to all periods
            ending after December 31, 2004 (and any earlier date of required
            delivery of such supplement shall not apply), which supplement
            together with the Covenant Addendum delivered to Agents on or about
            November 5, 2004 shall constitute the Covenant Addendum for all
            purposes under the Loan Documents.".

      1.5   AMENDMENT TO SECTION 7.

            Section 7 of the Credit Agreement is hereby amended by adding at the
end thereof the following new subsection 7.17:

                  "7.17 ASSUMPTION OF MAJOR CUSTOMER CONTRACTS.

                        Borrowers shall not file with the Bankruptcy Court any
            motion or application to effect an assumption of any Customer
            Agreement unless (A)(i) such motion or application and all
            concurrently filed motions or applications for assumption of
            Customer Agreements apply to all or substantially all Customer
            Agreements with Major Customers, or (ii) after giving effect to all
            previously filed motions or applications to effect assumptions of
            Customer Agreements, such motion or application and all concurrently
            filed motions or applications for assumption of Customer Agreements
            apply to all or substantially all Customer Agreements with Major
            Customers, and (B) the hearing date for such motion or application
            is no earlier than January 10, 2005.".

      1.6   AMENDMENT TO SUBSECTION 10.6.

            Subsection 10.6 of the Credit Agreement is hereby amended by
deleting the phrase "(A) to change the terms and conditions, pricing, amount,
yield and structure of the revolving credit facility created hereunder" in its
entirety from the third sentence contained in such subsection and substituting
therefor the phrase "(A) [INTENTIONALLY OMITTED]".

SECTION 2. BORROWER'S REPRESENTATIONS AND WARRANTIES

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

      2.1   CORPORATE POWER AND AUTHORITY. Each Borrower has all requisite
corporate power and authority to enter into this Amendment and to carry out the
transactions contemplated by, and perform its obligations under, the Credit
Agreement as amended by this Amendment (the "AMENDED AGREEMENT").

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

                                       4
<PAGE>

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

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

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

      2.6   INCORPORATION OF REPRESENTATIONS AND WARRANTIES FROM CREDIT
AGREEMENT. The representations and warranties contained in Section 5 of the
Credit Agreement are and will be true, correct and complete in all material
respects on and as of the Third Amendment Effective Date (as hereinafter
defined) to the same extent as though made on and as of that date, except to the
extent such representations and warranties specifically relate to an earlier
date, in which case they were true, correct and complete in all material
respects on and as of such earlier date.

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

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

SECTION 3. CONDITIONS TO EFFECTIVENESS

            Section 1 of this Amendment shall become effective on the first date
on or prior to December 30, 2004 (such date being referred to herein as the
"THIRD AMENDMENT EFFECTIVE DATE") on which each of the following conditions
shall have been satisfied:

      3.1   REVISED BUDGET. Agents shall have received revised weekly
consolidated cash flow projections for the period commencing with the week
including December 24, 2004 and ending with the week including January 14, 2005,
setting forth on a line-item basis weekly anticipated cash receipts and
disbursements during such period together with weekly projected

                                       5
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utilization of Revolving Loans and Revolving Letters of Credit, such projections
to be in form and substance satisfactory to Agents.

      3.2   AMENDMENT FEE. Borrowers shall have paid on the Third Amendment
Effective Date, in immediately available funds to each Agent for its own
account, a nonrefundable amendment fee equal to such Agent's Pro Rata Share (as
of the Third Amendment Effective Date) of $125,000.

      3.3   PAYMENT OF EXPENSES. Borrowers shall have paid in full all
outstanding statements for fees and expenses of each of Collateral Agent and
Administrative Agent and their respective experts and counsel (including, but
not limited to, O'Melveny & Myers LLP, Wachtell, Lipton, Rosen & Katz, Pepper
Hamilton LLP and Capstone Corporate Recovery LLC) to the extent submitted to
Company prior to 12:00 Noon (New York City time) on December 30, 2004.

      3.4   BANKRUPTCY COURT APPROVAL. The Bankruptcy Court shall have approved
this Amendment and the payment of the fees required hereunder pursuant to an
order in form and substance satisfactory to Agents.

SECTION 4. ACKNOWLEDGEMENT AND CONSENT

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

SECTION 5. MISCELLANEOUS

      5.1   REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE OTHER LOAN
            DOCUMENTS.

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

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

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

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

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

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

      5.5   COUNTERPARTS. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached to
the same document. This Amendment (other than Section 1 hereof, the
effectiveness of which shall be governed by Section 3) shall become effective
upon the first date on which: (i) Borrowers, Lenders and each Lead Lender shall
have each executed a counterpart hereof, and (ii) Company and Agents shall have
received written or telephonic notification of such execution and authorization
of delivery of such counterparts.

                [Remainder of this page intentionally left blank]

                                       7
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            IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.

            BORROWERS:

                          INTERMET CORPORATION

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

                          ALEXANDER CITY CASTING COMPANY, INC.

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

                          CAST-MATIC CORPORATION

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

                          COLUMBUS FOUNDRY, L.P.

                          By: /s/ Alan J. Miller
                              -------------------------------------------------
                          Name: Alan J. Miller
                          Title: Vice President, SUDM, Inc., General Partner

                          DIVERSIFIED DIEMAKERS, INC.

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

                                       S-1
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                          GANTON TECHNOLOGIES INC.

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

                          INTERMET HOLDING COMPANY

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

                          INTERMET ILLINOIS, INC.

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

                          INTERMET INTERNATIONAL, INC.

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

                          INTERMET U.S. HOLDING, INC.

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

                          IRONTON IRON, INC.

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

                                       S-2
<PAGE>

                          LYNCHBURG FOUNDRY COMPANY

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

                          NORTHERN CASTINGS CORPORATION

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

                          SUDBURY, INC.

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

                          SUDM, INC.

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

                          TOOL PRODUCTS, INC.

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

                                       S-3
<PAGE>

                          WAGNER CASTINGS COMPANY

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

                          WAGNER HAVANA, INC.

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

                                       S-4
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AGENTS AND LENDERS:

                          THE BANK OF NOVA SCOTIA,
                          as Administrative Agent and as a Lead Lender
                          and a Lender

                          By: /s/ Stephen C. Levi
                              -------------------------------------------------
                              Name: Stephen C. Levi
                              Title: Director

                          DEUTSCHE BANK TRUST COMPANY AMERICAS,
                          as Collateral Agent and as a Lead Lender and
                          a Lender

                          By: /s/ Mark G. Funk
                              -------------------------------------------------
                              Name: Mark G. Funk
                              Title: Managing Director

                                       S-5

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