Exhibit 4.15.1


                          LIFO RESTRUCTURING AGREEMENT

         This LIFO RESTRUCTURING  AGREEMENT,  dated as of July 15, 2002 (this
         "Agreement"),  is entered into by and among:

         (a)      AMCAST INDUSTRIAL CORPORATION, an Ohio corporation
                  ("Borrower");

         (b)      the  Guarantors,  as  hereinafter  defined,  that are parties
                  hereto  (together  with  Borrower, collectively, the
                  "Credit Parties");

         (c)      the lending institutions parties hereto (the "LIFO Banks");
                  and

         (d)      KEYBANK  NATIONAL  ASSOCIATION,  as agent  for the LIFO  Banks
                  ("LIFO Agent" and together with the LIFO Banks,  collectively,
                  the "LIFO Lenders").

                             PRELIMINARY STATEMENTS:
                             ----------------------

1. The  Credit  Parties,  LIFO  Agent  and the LIFO  Banks  are  parties  to the
Last-In-First-Out Credit Agreement,  dated as of June 5, 2001 (as amended and as
the  same  may from  time to time be  further  amended,  restated  or  otherwise
modified,  the "LIFO  Credit  Agreement")  pursuant to which the LIFO Banks have
made  certain  loans  and  other  extensions  of  credit  all on the  terms  and
conditions set forth in the LIFO Lender Documents.

2.  Borrower has informed the LIFO Lenders that it will be unable to comply with
certain provisions of the LIFO Credit Agreement.

3.  Borrower,  the  LIFO  Lenders,  the  Subordinated  Lenders  (as  hereinafter
defined),  and the Collateral Agent (as hereinafter  defined) are parties to the
Subordination,  Waiver and Consent  Agreement,  dated as of June 5, 2001 (as the
same may from time to time be  amended,  restated  or  otherwise  modified,  the
"Subordination Agreement").

4. In connection with the foregoing,  the Credit Parties have requested that the
LIFO Lenders enter into this Agreement.


                                   AGREEMENT:

         In consideration of the premises and the mutual covenants  contained in
this  Agreement,  and other good and  valuable  consideration  the  receipt  and
sufficiency of which are acknowledged, the parties hereto agree as follows:

SECTION 1.        definitions.
                  -----------

1.1  Definitions.  Except as otherwise  defined herein,  capitalized  terms used
herein  shall  have the  meanings  ascribed  to such  terms  in the LIFO  Credit
Agreement.  As used in this  Agreement,  the following  terms have the following
meanings:

                  "Additional  Prepayment"  has the meaning set forth in Section
3.5(a) hereof.

<PAGE>

"Applicable Restructuring Fee Rate" means the applicable number of basis points,
based upon the  calculation  of the  Restructuring  Leverage  Ratio for the most
recently completed four fiscal quarters, set forth below:

<TABLE>
<CAPTION>


<S>                    <C>                  <C>                  <C>                   <C>
                                                 Restructuring Leverage Ratio
----------------------- -------------------- -------------------- --------------------- --------------------
                        Borrower's First     Borrower's Second     Borrower's Third     Borrower's Fourth
  Applicable Basis     Fiscal Quarter of    Fiscal Quarter of    Fiscal Quarter of     Fiscal Quarter of
       Points                 2003                 2003                  2003                 2003
---------------------- -------------------- -------------------- --------------------- --------------------
20 basis points        Greater than or      Greater than or      Greater than or       Greater than or
                       equal to 6.25 to     equal to 5.75 to     equal to 5.50 to      equal to 5.25 to
                       1.00                 1.00                 1.00                  1.00
---------------------- -------------------- -------------------- --------------------- --------------------
15 basis points        Greater than or      Greater than or      Greater than or       Greater than or
                       equal to 6.00 to     equal to 5.50 to     equal to 5.25 to      equal to 5.00 to
                       1.00, but less       1.00, but less       1.00, but less than   1.00, but less
                       than 6.25 to 1.00    than 5.75 to 1.00    5.50 to 1.00          than 5.25 to 1.00
---------------------- -------------------- -------------------- --------------------- --------------------
10 basis points        Greater than or      Greater than or      Greater than or       Greater than or
                       equal to 5.75 to     equal to 5.25 to     equal to 5.00 to      equal to 4.75 to
                       1.00, but less       1.00, but less       1.00, but less than   1.00, but less
                       than 6.00 to 1.00    than 5.50 to 1.00    5.25 to 1.00          than 5.00 to 1.00
---------------------- -------------------- -------------------- --------------------- --------------------
5 basis points         Greater than or      Greater than or      Greater than or       Greater than or
                       equal to 5.50 to     equal to 5.00 to     equal to 4.75 to      equal to 4.50 to
                       1.00, but less       1.00, but less       1.00, but less than   1.00, but less
                       than 5.75 to 1.00    than 5.25 to 1.00    5.00 to 1.00          than 4.75 to 1.00
---------------------- -------------------- -------------------- --------------------- --------------------
</TABLE>


The Applicable  Restructuring  Fee Rate may be adjusted to levels  acceptable to
LIFO Agent and the Required Banks after, and based upon a review of, the Budget,
which  adjustment  shall be effective  upon  delivery by the  Required  Banks of
written notice of such adjustment to Borrower.

"Budget" means a budget,  including monthly and quarterly balance sheets, income
statements and cash flow  statements on a Consolidated  basis and by plant basis
and  otherwise  in form and detail  satisfactory  to the  Required  Banks,  that
details  Borrower's  projected  costs,  expenses,  other  expenditures,  capital
requirements and financial performance forecast for Borrower's 2003 fiscal year.

"Cash Collateral Account" has the meaning set forth in Section 3.10(a) hereof.

"Collateral  Agent"  means  KeyBank  National  Association,  in its  capacity as
Collateral Agent under the Subordinated  Lender Collateral  Documents,  together
with its successors and assigns in such capacity.

"Commitment Letter" has the meaning set for the in Section 3.9(b) hereof.

"Committed  Debt" means, as of any date, the sum of (a) Funded  Indebtedness (as
defined in the Existing Credit  Agreement),  plus (b) the difference between (i)
the Maximum Amount and (ii) the aggregate  principal  amount of Revolving  Loans
outstanding under the LIFO Credit  Agreement,  minus (c) the aggregate amount of
cash on deposit in the Cash Collateral Account.

"Companies" means, collectively, Borrower and each Subsidiary.

                                       2

<PAGE>

"Creditor  Documents"  means,  collectively,  the LIFO Lender  Documents and the
Subordinated Lender Documents.

"Creditors" means, collectively, the Subordinated Lenders and the LIFO Lenders.

"CTC  Forbearance  Agreement"  means the Forbearance and Waiver  Agreement among
Borrower,  the LIFO  Agent,  on behalf of and for the benefit of the LIFO Banks,
and Bank One, Indiana, National Association on behalf of itself and as CTC Agent
(as  defined  therein)  for the  benefit  of and on  behalf of the CTC Banks (as
defined therein), dated as of June 5, 2001, as the same may from time to time be
amended, restated or otherwise modified.

"Domestic EBITDA" means Consolidated EBITDA less the amounts used in calculating
Consolidated EBITDA that are attributed to Foreign Subsidiaries.

"Effective Date" has the meaning set forth in Section 6 hereof.

"Existing Credit Agreement" means the Credit  Agreement,  dated as of August 14,
1997,  among  Borrower,  the Existing  Credit  Agreement  Banks and the Existing
Credit  Agreement  Agent,  as  amended  and as the same may from time to time be
further amended, restated or otherwise modified.

"Existing Credit Agreement Agent" means KeyBank National  Association,  as Agent
for the Existing  Credit  Agreement  Banks,  together  with its  successors  and
assigns in such capacity.

"Existing Credit Agreement Banks" means the lenders party to the Existing Credit
Agreement,  together  with  their  respective  successors  and  assigns  in such
capacity.

"Existing Credit Agreement Loan Documents" means the Loan Documents,  as defined
in the Existing Credit Agreement.

"Existing  Credit  Agreement  Obligations"  means  all  indebtedness  and  other
obligations  incurred by Borrower or any other  Company to the  Existing  Credit
Agreement Agent or the Existing Credit  Agreement Banks pursuant to the Existing
Credit  Agreement,  whether for principal,  premium,  interest,  fees,  costs or
indemnities, and whether now existing or hereafter arising.

"Foreign  Subsidiary" means a Subsidiary that is organized outside of the United
States.

"Guarantor"  means any Person that  pledges its credit or property in any manner
for the payment or other  performance  of any of the LIFO Lender  Obligations or
Subordinated Lender Obligations.

"Intercreditor   Agreement"  means  the  Collateral   Agency  and  Intercreditor
Agreement,  dated as of June 5, 2001, by and among the Existing Credit Agreement
Agent, the Existing Credit Agreement Banks, the Noteholders,  the Line of Credit
Lenders and the Collateral  Agent, as the same may from time to time be amended,
restated or otherwise modified.

                                       3
<PAGE>


"Lien" means any mortgage, security interest, lien (statutory or other), charge,
encumbrance on, pledge or deposit of, or conditional sale, leasing,  sale with a
right of redemption or other title retention agreement and any capitalized lease
with respect to any property (real or personal) or asset.

"LIFO Credit Agreement" has the meaning set forth in the Preliminary  Statements
of this Agreement.

"LIFO Lender Collateral" means any property,  whether tangible or intangible, at
any time securing the LIFO Lender Obligations, or any part thereof.

"LIFO Lender Collateral  Documents" means the Security Documents,  together with
all other documents,  instruments or agreements  executed in connection with any
security interest or Lien granted,  or otherwise  obtained,  on or in connection
with the LIFO Lender Collateral, or any part thereof.

"LIFO Lender Documents" means, collectively, the LIFO Credit Agreement, the LIFO
Lender Collateral Documents, the Loan Documents and the Subordination Agreement,
together  with all  other  documents,  instruments  or  agreements  executed  in
connection  with any of the  foregoing,  as the  same  may from  time to time be
amended, restated or otherwise modified.

"LIFO Lender Liens" means the Liens  granted to the LIFO Agent,  for the benefit
of the LIFO  Banks,  in the LIFO Lender  Collateral  pursuant to the LIFO Lender
Collateral Documents.

"LIFO Lender  Obligations" means all indebtedness or other obligations  incurred
by Borrower or any other Company to LIFO Agent and/or the LIFO Banks pursuant to
the LIFO Credit Agreement, whether for principal, premium, interest, fees, costs
or indemnities, and whether now existing or hereafter arising.

"Line of Credit  Documents"  means  the  promissory  notes and other  agreements
evidencing the Line of Credit Obligations.

"Line of Credit  Lenders"  means the Line of Credit  Lenders,  as defined in the
Existing Credit Agreement.

"Line of  Credit  Obligations"  means  all  indebtedness  or  other  obligations
incurred by Borrower or any other Company to the Line of Credit Lenders pursuant
to the Line of Credit Documents, whether for principal, interest, fees, costs or
indemnities, and whether now existing or hereafter arising.

"Northwestern"  means The Northwestern  Mutual Life Insurance Company,  together
with its successors and assigns.

                                       4
<PAGE>

"Northwestern Note Agreement" means the Note Agreement,  dated as of November 1,
1995, pursuant to which Borrower has issued to Northwestern  certain $25,000,000
10.09%  Senior Notes Due  November 7, 2003,  as amended and as the same may from
time to time be further amended, restated or otherwise modified.

"Note  Agreements"  means,  collectively,  the Principal  Note Agreement and the
Northwestern Note Agreement.

"Noteholders" means, collectively, Principal and Northwestern.

"Noteholder Obligations" means all indebtedness or other obligations incurred by
Borrower or any other Company to the Noteholders pursuant to the Note Agreements
and the Notes issued thereunder, whether for principal, premium, interest, fees,
costs or indemnities, and whether now existing or hereafter arising.

"Person" means any individual, sole proprietorship,  partnership, joint venture,
unincorporated   organization,    corporation,    limited   liability   company,
institution,  trust, estate, government or other agency or political subdivision
thereof or any other entity.

"Principal" means Principal Life Insurance Company, together with its successors
and assigns.

"Principal  Note Agreement"  means the Note  Agreement,  dated as of November 1,
1995,  pursuant to which  Borrower has issued to Principal  certain  $25,000,000
10.09%  Senior Notes Due  November 7, 2003,  as amended and as the same may from
time to time be further amended, restated or otherwise modified.

"Refinancing" has the meaning set forth in Section 3.9(b) hereof.

"Refinancing Package" has the meaning set forth in Section 3.9(a) hereof.

"Refinancing Rejection Fee" has the meaning set for the in Section 3.9 hereof.

"Refinancing Report" has the meaning set forth in Section 3.9(c) hereof.

"Refinancing Requirements" has the meaning set forth in Section 3.9(c) hereof.

"Required  Banks"  means the  Required  Banks,  as  defined  in the LIFO  Credit
Agreement.

"Restructuring Fee" has the meaning set forth in Section 3.4 hereof.

"Restructuring  Leverage  Ratio" means,  at any time, the ratio of (a) Committed
Debt, to (b)  Consolidated  EBITDA for the most recently  completed  four fiscal
quarters.

"Restructuring Period" has the meaning set forth in Section 3.1 hereof.

"Strategic Plan" has the meaning set forth in Section 3.7 hereof.

"Subject Noncompliance Events" has the meaning set forth in Section 2.2 hereof.

                                       5
<PAGE>

"Subordinated  Lender  Collateral"  means  any  property,  whether  tangible  or
intangible,  at any time  securing  the  LIFO  Lender  Obligations,  or any part
thereof.

"Subordinated Lender Collateral  Documents" means the Collateral  Documents,  as
defined in the Existing  Credit  Agreement,  together with all other  documents,
instruments or agreements  executed in connection with any security  interest or
Lien granted, or otherwise  obtained,  on or in connection with the Subordinated
Lender Collateral, or any part thereof.

"Subordinated  Lender  Documents"  means,  collectively,   the  Existing  Credit
Agreement,  the Existing Credit  Agreement Loan Documents,  the Note Agreements,
the Line of Credit Documents,  the Subordinated Lender Collateral Documents, the
Intercreditor Agreement and the Subordination Agreement, together with all other
documents,  instruments  or agreements  executed in  connection  with any of the
foregoing,  as the same may from time to time be amended,  restated or otherwise
modified.

"Subordinated Lender Liens" means the Liens granted to the Collateral Agent, for
the benefit of the Subordinated  Lenders,  in the Subordinated Lender Collateral
pursuant to the  Subordinated  Lender  Collateral  Documents,  or any other Lien
granted to or acquired by any Person that by its terms secures the  Subordinated
Lender Obligations, or any part thereof.

"Subordinated Lender Obligations" means,  collectively,  (a) the Existing Credit
Agreement Obligations,  (b) the Noteholder  Obligations,  (c) the Line of Credit
Obligations,  and  (d)  all  indebtedness  or  other  obligations  owing  by the
Companies to the Collateral  Agent or any  Subordinated  Lender  pursuant to the
Subordinated Lender Collateral Documents.

"Subordinated Lender Restructuring Agreement" means the Restructuring Agreement,
dated as of the date hereof, among the Subordinated Lenders and Borrower, as the
same may from time to time be amended, restated or otherwise modified.

"Subordinated Lenders" means, collectively, the Existing Credit Agreement Agent,
the  Existing  Credit  Agreement  Banks,  the Line of  Credit  Lenders,  and the
Noteholders.

"Subordination   Agreement"  has  the  meaning  set  forth  in  the  Preliminary
Statements of this Agreement.

"Subsidiary" of Borrower or any of its Subsidiaries means (a) a corporation more
than 50% of the  Voting  Power of which is owned,  directly  or  indirectly,  by
Borrower or by one or more other subsidiaries of Borrower or by Borrower and one
or more subsidiaries of Borrower, (b) a partnership or limited liability company
of which  Borrower,  one or more other  subsidiaries of Borrower or Borrower and
one or more  subsidiaries  of  Borrower,  directly or  indirectly,  is a general
partner or managing  member,  as the case may be, or otherwise  has the power to
direct the policies,  management  and affairs  thereof,  or (c) any other Person
(other than a corporation) in which Borrower,  one or more other subsidiaries of
Borrower or  Borrower  and one or more  subsidiaries  of  Borrower,  directly or
indirectly, has at least a majority interest in the Voting Power or the power to
direct the policies, management and affairs thereof.

                                       6
<PAGE>

"Termination Date" shall have the meaning set forth in Section 3.1 hereof.

"Termination Event" has the meaning set forth in Section 3.11 hereof.

"Voting  Power"  means,  with respect to any Person,  the  exclusive  ability to
control,   through  the  ownership  of  shares  of  capital  stock,  partnership
interests,  membership  interests or  otherwise,  the election of members of the
board of  directors or other  similar  governing  body of such  Person,  and the
holding  of a  designated  percentage  of  Voting  Power of a Person  means  the
ownership  of  shares  of  capital  stock,  partnership  interests,   membership
interests or other  interests of such Person  sufficient to control  exclusively
the  election of that  percentage  of the members of the board of  directors  or
similar governing body of such Person.

1.2 Plural Terms. The foregoing  definitions shall be applicable to the singular
and plurals of the foregoing defined terms.

SECTION 2.        CREDIT PARTY acknowledgments.
                  ----------------------------

2.1 Outstanding  Indebtedness.  Each Credit Party  acknowledges and confirms (a)
that the  aggregate  principal  amount of all  outstanding  indebtedness  of the
Credit  Parties  (or any  thereof)  owing  to the  LIFO  Lenders  is,  or on the
effective  date of this  Agreement  will be,  $20,000,000  and that such amount,
together with all interest thereon and fees related  thereto,  is not subject to
any defense,  counterclaim,  recoupment  or offset of any kind and that (b) each
Credit  Party's  obligations  in respect of such  indebtedness  are absolute and
unconditional.

2.2 Subject  Noncompliance  Events. Each Credit Party acknowledges that Borrower
has failed to comply with,  or will fail to comply with,  the  provisions of the
LIFO Credit Agreement set forth on Exhibit A hereto (the "Subject  Noncompliance
Events").

2.3 Continuing Noncompliance Events. Each Credit Party acknowledges that (a) the
Subject Noncompliance Events are and will be continuing and have not been waived
by virtue of any previous  actions (or failure to act) by LIFO Agent or the LIFO
Banks,  or through any course of conduct or course of dealing or otherwise,  (b)
as a result of the Subject Noncompliance  Events, the LIFO Lenders,  pursuant to
their respective LIFO Lender  Documents,  have the right to, among other things,
(i) terminate their respective  obligations (if any) to make any further loan or
other  extension of credit,  and (ii) accelerate the maturity of the LIFO Lender
Obligations,  as the case may be, and (c) no LIFO Lender has any  obligation  to
enter into this Agreement.

SECTION 3.        RESTRUCTURING PERIOD.
                  --------------------

3.1  Restructuring   Period.   During  the  Restructuring   Period,   except  as
specifically  set forth in this  Section 3, no LIFO Lender will  exercise any of
their  respective  rights  or  remedies  under  the  LIFO  Lender  Documents  or
applicable law with respect to the Subject Noncompliance Events. For purposes of
this  Agreement,  "Restructuring  Period"  means the  period  commencing  on the
Effective  Date and ending on the earlier of (a)  September 14, 2003 and (b) the
date the  Restructuring  Period is terminated  upon the occurrence of any of the
events described in Section 3.11 hereof (the "Termination Date").

                                       7
<PAGE>

3.2 Loans. Notwithstanding anything to the contrary herein or in any LIFO Lender
Document, during the during the Restructuring Period, Borrower shall not request
any loan or other  extension  of credit from any LIFO Lender  pursuant to any of
the LIFO Lender Documents,  and no LIFO Lender shall make any such loan or grant
any other extension of credit to Borrower.

3.3 Interest Rate Under the LIFO Credit Agreement.  Notwithstanding the terms of
the LIFO Credit Agreement,  on and after the date hereof, (a) Borrower shall pay
interest on the unpaid  principal  amount of each Loan at a rate per annum equal
to the sum of the Derived Base Rate from time to time in effect plus 2%; and (b)
after the occurrence of a Termination  Event,  interest on all outstanding Loans
shall be  payable  at a rate per annum  equal to 3.0% in excess of the  interest
rate otherwise applicable to such Loan.

3.4 Fees. In addition to the fees set forth in any of the LIFO Lender Documents,
Borrower  shall pay to the  Creditors,  to be distributed on a pro rata basis, a
fee (the "Restructuring  Fee") on each date that Borrower delivers its financial
statements for each of Borrower's  fiscal quarters pursuant to Section 4.3(d) of
the  LIFO  Credit  Agreement,  commencing  with  the  financial  statements  for
Borrower's  fiscal  quarter  ending on or about  November 30, 2002, in an amount
equal to the product of (a) the Applicable  Restructuring Fee Rate times (b) the
Committed  Debt divided by four. For the avoidance of doubt,  the  Restructuring
Fees payable pursuant to this Section 3.4 are the same as and not in addition to
the  restructuring  fees  payable  pursuant to Section  3.4 of the  Subordinated
Lender Restructuring Agreement.

3.5      Mandatory Prepayments.
         ---------------------

                  (a) In addition to any mandatory prepayment  provisions in any
         of the  Creditor  Documents,  Borrower  shall  pay  to  the  applicable
         Creditors,  as a mandatory  prepayment on their  respective LIFO Lender
         Obligations and, if applicable,  the Subordinated  Lender  Obligations,
         the following amounts (collectively, the "Additional Prepayments") that
         shall be applied to such obligations as set forth below:

                           (i)      on February 28, 2003, $4,000,000; and

                           (ii)     on August 31, 2003, $3,500,000.

                  (b) Each Additional Prepayment shall be applied, first, to the
         LIFO  Lender  Obligations,  if  any  (with  a  corresponding  permanent
         reduction of the Revolving  Credit  Commitment),  and,  second,  to the
         Subordinated Lender Obligations, on a pro rata basis.

                  (c) The Borrowing  Base shall be reduced by an amount equal to
         the sum of all Additional Prepayments made at or prior to the time that
         the Borrowing Base is calculated.

Provided,  however,  that the amount of any  Additional  Prepayment  (A) will be
adjusted  to reflect the impact of the sale of any  business  unit sold prior to
the  dates  set  forth in  subparts  (i) and (ii)  hereof,  and,  and (B) may be
adjusted to an amount  reasonably  acceptable to the Required  Banks after,  and
based upon a review of, the Budget,  which  adjustment  shall be effective  upon
delivery by the Required Banks of written notice of such adjustment to Borrower.

                                       8
<PAGE>

3.6 Budget.  On or before August 15, 2002,  Borrower shall deliver the Budget to
each of the LIFO Lenders. ------

3.7 Strategic Plan. Borrower will use commercially reasonable efforts to execute
and perform in a timely  manner  Borrower's  strategic  plan which  includes the
disposal of certain  non-strategic  assets as  presented to the  Creditors  (the
"Strategic  Plan") and if Borrower  shall fail at any time to be proceeding in a
timely and commercially  reasonable  manner, as determined by the Required Banks
in their sole  discretion,  then Borrower will pay the Creditors,  on a pro rata
basis, the fees agreed to between Borrower and the Creditors on the dates agreed
to between  Borrower and the  Creditors.  In addition,  Borrower shall engage an
investment  banking firm,  acceptable to the Required  Banks,  that will,  among
other things, assist Borrower in executing the Strategic Plan.

3.8 Financial Covenants.  The LIFO Lenders and Borrower agree that the financial
covenants  set forth below shall  replace the  financial  covenants set forth in
Section 4.7(b), (c) and (d) of the LIFO Credit Agreement.  Borrower shall comply
at all times with each of the following:

                  (a)  Adjusted Net Worth  Ratio.  Borrower  shall not suffer or
         permit at any time the Adjusted Net Worth Ratio,  for the most recently
         completed four fiscal quarters of the Companies, to be greater than (i)
         12.00 to 1.00 for the  four  fiscal  quarter  period  of the  Companies
         ending on or about  August  31,  2002,  (ii) 12.70 to 1.00 for the four
         fiscal quarter period of the Companies  ending on or about November 30,
         2002,  (iii)  13.90 to 1.00 for the four fiscal  quarter  period of the
         Companies  ending on or about February 28, 2003, (iv) 14.90 to 1.00 for
         the four fiscal quarter period of the Companies  ending on or about May
         31, 2003,  and (v) 15.60 to 1.00 for the four fiscal  quarter period of
         the  Companies  ending on or about August 31, 2003 and each four fiscal
         quarter period thereafter.

                  (b) Consolidated  EBITDA.  Borrower shall not suffer or permit
         at any time Consolidated  EBITDA,  for the most recently completed four
         fiscal  quarters of the Companies,  to be less than (i) $28,967,000 for
         the four  fiscal  quarter  period of the  Companies  ending on or about
         August 31, 2002, (ii) $32,412,000 for the four fiscal quarter period of
         the Companies ending on or about November 30, 2002,  (iii)  $35,735,000
         for the four fiscal quarter period of the Companies  ending on or about
         February 28, 2003, (iv)  $36,541,000 for the four fiscal quarter period
         of the Companies  ending on or about May 31, 2003, and (v)  $39,059,000
         for the four fiscal quarter period of the Companies  ending on or about
         August 31, 2003.

                  (c) Domestic  EBITDA.  Borrower  shall not suffer or permit at
         any time Domestic EBITDA,  for the most recently  completed four fiscal
         quarters of the Companies, to be less than (i) $28,719,000 for the four
         fiscal  quarter  period of the Companies  ending on or about August 31,
         2002,  (ii)  $33,389,000  for the four  fiscal  quarter  period  of the
         Companies ending on or about November 30, 2002,  (iii)  $36,413,000 for
         the four  fiscal  quarter  period of the  Companies  ending on or about
         February 28, 2003, (iv)  $35,064,000 for the four fiscal quarter period
         of the Companies  ending on or about May 31, 2003, and (v)  $35,999,000
         for the four fiscal quarter period of the Companies  ending on or about
         August 31, 2003.

                                       9
<PAGE>

                  (d)  Consolidated  Capital  Expenditures.  Borrower  shall not
         suffer or permit at any time Consolidated Capital Expenditures, for the
         most recently  completed  fiscal year of the  Companies,  to be greater
         than (i) $22,537,000 for the fiscal year of the Companies  ending on or
         about August 31, 2002, and (ii)  $24,691,000 for the fiscal year of the
         Companies ending on or about August 31, 2003.

Provided,  however, that any of the financial covenants set forth above (i) will
be adjusted to reflect the impact on such  covenants for any fiscal quarter (and
any testing  period  including  such fiscal  quarter)  following the sale by the
Companies  of any  business  unit  sold  prior  to such  fiscal  quarter  of the
Companies,  and (ii) may be adjusted to an amount  reasonably  acceptable to the
Required Banks after,  and based upon a review of, the Budget,  which adjustment
shall be effective upon delivery by the Required Banks of written notice of such
adjustment to Borrower.

3.9      Refinancing Covenants.
         ---------------------

                  (a)  Refinancing  Package.  On or before  February  28,  2003,
         Borrower  shall  deliver  to the LIFO  Lenders  and no less than  three
         prospective lenders,  reasonably  acceptable to the Required Banks, its
         business  plan  and  such  other  reports  necessary  to  evaluate  the
         financial   condition  of  the  Companies,   all  in  form  and  detail
         satisfactory to the Required Banks (the "Refinancing Package").

                  (b) Commitment  Letter.  On or before June 30, 2003,  Borrower
         shall have delivered to the LIFO Lenders a fully executed and effective
         commitment letter, in form and substance reasonably satisfactory to the
         Required  Banks,  from a lender  or  syndicate  of  lenders  reasonably
         acceptable  to the Required  Banks,  which shall  provide,  among other
         things, for (i) the refinancing of the Subordinated  Lender Obligations
         and the LIFO Lender Obligations (the "Refinancing"), and (ii) a closing
         date of the  Refinancing  of no later  than  September  14,  2003  (the
         "Commitment Letter").

                  (c) Refinancing Report. On or before February 28, 2003, and on
         the last business day of each  bi-weekly  period  thereafter,  Borrower
         shall deliver to LIFO Agent a report,  in form and detail  satisfactory
         to the Required  Banks,  of its progress in obtaining  the  Refinancing
         (each a "Refinancing  Report" and together with the Refinancing Package
         and   the   Commitment   Letter,    collectively,    the   "Refinancing
         Requirements").

Provided,  however,  that if Borrower  fails to deliver  any of the  Refinancing
Requirements  on or before the  applicable  dates set forth  above such  failure
shall not constitute a Termination  Event if Borrower pays to the Creditors,  on
or before the applicable  dates set forth above, a fee in the amount of $100,000
for each such failure (each a "Refinancing  Rejection Fee"),  which  Refinancing
Rejection Fee shall be distributed on a pro rata basis and shall be fully earned
when  paid.  The  payment  of  any  Refinancing  Rejection  Fee by  Borrower  in
connection  with the failure to deliver  any  Refinancing  Requirement  will not
relieve  Borrower  of its  obligation  to  deliver  any  subsequent  Refinancing
Requirement  or,  if  applicable,  to  pay  any  Refinancing  Rejection  Fee  in
connection therewith.

                                       10

<PAGE>

3.10     Cash Reserve Availability.
         -------------------------

                  (a) Concurrently herewith,  Borrower shall deposit cash into a
         deposit  account in the name of and under the exclusive  control of the
         LIFO  Agent,  for the  benefit of the LIFO Banks (the "Cash  Collateral
         Account") an amount equal to the lesser of (i)  $20,000,000 or (ii) the
         amount  available under the Borrowing Base as currently  defined in the
         LIFO Credit Agreement;

                  (b) On and after the date hereof,  Borrower  shall maintain at
         all times in the Cash Collateral  Account an amount equal to the lesser
         of (i) $20,000,000 and (ii) the difference between  $20,000,000 and the
         Borrowing Base;

                  (c) Borrower may request  withdrawals from the Cash Collateral
         Account,  provided Borrower shall at all times prior to and immediately
         after such withdraw be in compliance with this Agreement; and

                  (d) Borrower  shall deliver to the LIFO Agent a Borrowing Base
         Certificate on the second Business Day of each week.

3.11 Termination of Restructuring Period. Upon the occurrence of any Termination
Event and at all times thereafter the Restructuring  Period shall  automatically
terminate  without demand or notice of any kind. For purposes of this Agreement,
"Termination Event" means:

(a) the  occurrence of any default or event of default under any of the Creditor
Documents (other than the Subject Noncompliance Events);

(b) the occurrence of a default under,  or the breach by any Credit Party of any
of the provisions of, this Agreement;

(c) the  occurrence of a default,  event of default,  or  Termination  Event (as
defined  in  the  Subordinated   Lender   Restructuring   Agreement)  under  the
Subordinated Lender Restructuring Agreement;

(d) if a final  judgment  or order for the  payment  of money  damages  shall be
rendered against any Company by a court of competent jurisdiction, provided that
the  aggregate  of all  such  judgments  for all  such  Companies  shall  exceed
$1,000,000 in excess of applicable insurance coverage;

(e) the  failure of the Budget  delivered  pursuant  to Section 3.6 hereof to be
acceptable to the Required Banks; or

(f) any  representation  or warranty made by any Company under this Agreement or
any agreement, instrument or other document executed or delivered by any Company
in connection with this Agreement is untrue or incorrect in any material respect
when made or any  schedule,  certificate,  statement,  report,  financial  data,
notice or writing  furnished  at any time by any  Company to any LIFO  Lender is
untrue or incorrect  in any  material  respect on the date as of which the facts
set forth therein are stated or certified.

                                       11
<PAGE>

3.12 Effect at End of Restructuring Period. On the Termination Date, the Subject
Noncompliance  Events  will be deemed to have  continued  to exist and,  without
regard  to any  matters  transpiring  during  the  Restructuring  Period  or the
financial  condition  or prospects  of the  Companies as of such date,  the LIFO
Lenders (or any  thereof)  shall be fully  entitled  to exercise  any rights and
remedies they may have under the LIFO Lender Documents or applicable law.

3.13  ACKNOWLEDGMENT.  EACH CREDIT PARTY EXPRESSLY  ACKNOWLEDGES AND AGREES THAT
THE  RESTRUCTURING  PROVISIONS SET FORTH IN SECTION 3.1 HEREOF IS EFFECTIVE ONLY
DURING THE  RESTRUCTURING  PERIOD AND THAT, AFTER THE TERMINATION  DATE, EACH OF
THE LIFO LENDER  DOCUMENTS WILL BE IN MATERIAL DEFAULT AND THE LIFO LENDERS WILL
BE FULLY  ENTITLED  IMMEDIATELY  TO EXERCISE THEIR RIGHTS AND REMEDIES UNDER THE
LIFO  LENDER   DOCUMENTS  OR  APPLICABLE  LAW  WITHOUT  REGARD  TO  ANY  MATTERS
TRANSPIRING  DURING  THE  RESTRUCTURING  PERIOD OR THE  FINANCIAL  CONDITION  OR
PROSPECTS OF THE COMPANIES.  EACH CREDIT PARTY UNDERSTANDS THAT THE LIFO LENDERS
ARE  EXPRESSLY  RELYING ON THE TERMS OF THIS  SECTION AND WOULD NOT HAVE ENTERED
INTO THIS AGREEMENT BUT FOR THE ACKNOWLEDGMENT AND AGREEMENT IN THIS SECTION.

3.14 No Waiver. Nothing in this Agreement shall in any way be deemed to be (a) a
waiver of any default or event of default  including  the Subject  Noncompliance
Events or (b) an agreement to forbear from  exercising any remedies with respect
to any default or event of default except as  specifically  set forth in Section
3.1 hereof.

3.15 No Contest. Each Credit Party agrees that it shall not dispute the validity
or enforceability of any of the LIFO Lender Documents, or any of its obligations
thereunder,  or the  validity,  priority,  enforceability  or extent of any LIFO
Lender Lien, in any judicial,  administrative or other proceeding, either during
or following the expiration or termination of the Restructuring Period.

SECTION 4.        LIFO LENDERS' ACKNOWLEDGMENT.
                  ----------------------------

         Each  LIFO  Lender  consents  to  and  acknowledges  the  terms  of the
Subordinated Lender Restructuring Agreement.

SECTION 5.        REPRESENTATIONS AND WARRANTIES.
                  ------------------------------

         To induce the LIFO  Lenders to enter  into this  Agreement,  the Credit
Parties represent and warrant to the LIFO Lenders that:

5.1 Due  Authorization;  No  Conflict;  No  Lien;  Enforceable  Obligation.  The
execution,  delivery and performance by the Credit Parties of this Agreement are
within their  respective  corporate  powers,  have been duly  authorized  by all
necessary corporate action, have received all necessary governmental, regulatory
or other  approvals  (if any is  required),  do not and will not  contravene  or
conflict with any provision of (a) any law, (b) any judgment, decree or order or
(c) their  respective  articles or certificate of incorporation or bylaws and do
not and will not  contravene or conflict with, or cause any lien to arise under,
any provision of any agreement or instrument binding upon the Credit Parties (or
any thereof) or upon any of their respective properties. This Agreement and each
of the LIFO Lender Documents to which any Credit Party is a party are its legal,
valid and binding  obligations,  enforceable  against it in accordance  with its
terms.

                                       12
<PAGE>

5.2  Representations  and Warranties;  Default. As of the Effective Date, except
for those  representations  or warranties  specifically made as of another date,
the representations and warranties of any of the Credit Parties contained in the
LIFO Lender Documents are true and correct. As of the Effective Date, except for
the Subject  Noncompliance  Events,  no default or event of default has occurred
and is continuing.

SECTION 6.        CONDITIONS PRECEDENT.
                  --------------------

         Notwithstanding  any other provision  contained in this Agreement,  the
effectiveness  of this  Agreement  and the  obligation  of the LIFO  Lenders  to
institute  the  provisions  of  this  Agreement  and  the  commencement  of  the
Restructuring  Period shall be effective on the date (the  "Effective  Date") on
which the LIFO Agent has received all of the following:

(a) executed  counterpart  signature  pages of this  Agreement  from the parties
hereto;

(b) a  restructuring  fee,  for the pro rata  benefit of the LIFO Banks,  in the
amount of $200,000, which shall be fully earned when paid;

(c) a copy of the  agent  fee  letter,  which  shall  be in form  and  substance
satisfactory to the LIFO Agent, executed by Borrower and payment of the fees set
forth therein;

(d) the cash  required  to be  deposited  by Borrower  into the Cash  Collateral
Account pursuant to Section 3.10(a) of this Agreement;

(e) an executed copy of the Subordinated Lender Restructuring Agreement;

(f) payment from Borrower of all out-of-pocket costs and expenses of LIFO Agent,
including the fees and out-of-pocket charges of counsel for LIFO Agent; and

(g) such other documents as LIFO Lenders may reasonably request.

SECTION 7.        MISCELLANEOUS.
                  -------------

7.1 Captions.  The recitals to this Agreement  (except for  definitions) and the
section  captions  used in this  Agreement are for  convenience  only and do not
affect the construction of this Agreement.

7.2 Release.  AS A CONDITION  PRECEDENT TO THE  EFFECTIVENESS OF THIS AGREEMENT,
AND IN CONSIDERATION OF THE MUTUAL COVENANTS CONTAINED HEREIN AND FOR OTHER GOOD
AND VALUABLE CONSIDERATION,  EACH CREDIT PARTY HEREBY HOLDS HARMLESS,  RELEASES,
ACQUITS AND FOREVER  DISCHARGES THE LIFO LENDERS,  THE RESPECTIVE  PARTICIPANTS,
SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, EMPLOYEES,

                                       13

<PAGE>


SERVANTS,  ATTORNEYS  AND  REPRESENTATIVES,  AS  WELL AS THE  RESPECTIVE  HEIRS,
PERSONAL  REPRESENTATIVES,  SUCCESSORS  AND  ASSIGNS  OF ANY  AND  ALL  OF  THEM
(COLLECTIVELY,  THE "RELEASED PARTIES") FROM ANY AND ALL CLAIMS, DEMANDS, DEBTS,
ACTIONS, CAUSES OF ACTION, SUITS, CONTRACTS, AGREEMENTS,  OBLIGATIONS, ACCOUNTS,
DEFENSES, OFFSETS AND LIABILITIES OF ANY KIND OR CHARACTER WHATSOEVER,  KNOWN OR
UNKNOWN, SUSPECTED OR UNSUSPECTED,  IN CONTRACT OR IN TORT, AT LAW OR IN EQUITY,
THAT ANY SUCH CREDIT PARTY EVER HAD, NOW HAVE, OR MIGHT  HEREAFTER  HAVE AGAINST
ANY RELEASED PARTY, JOINTLY OR SEVERALLY,  FOR OR BY REASON OF ANY MATTER, CAUSE
OR THING  WHATSOEVER  OCCURRING  BEFORE  THE DATE OF THIS  AGREEMENT,  INCLUDING
WITHOUT  LIMITATION,  ANY OF THE FOREGOING  THAT RELATE TO, IN WHOLE OR IN PART,
DIRECTLY OR  INDIRECTLY,  THIS AGREEMENT OR LIFO LENDER  DOCUMENT.  IN ADDITION,
EACH CREDIT PARTY AGREES NOT TO COMMENCE, JOIN IN OR PROSECUTE ANY SUIT OR OTHER
PROCEEDING  THAT IS ADVERSE TO ANY OF THE  RELEASED  PARTY  ARISING  DIRECTLY OR
INDIRECTLY  FROM ANY OF THE  FOREGOING  MATTERS.  THE  CREDIT  PARTIES  AGREE TO
INDEMNIFY  AND HOLD  HARMLESS  THE  RELEASED  PARTIES  FROM ANY LOSS OR DAMAGES,
CLAMS,  COSTS AND ATTORNEY FEES OR EXPENSES ARISING OUT OF OR IN CONNECTION WITH
THIS AGREEMENT OR ANY LIFO LENDER DOCUMENT.

7.3 LIFO Lender Documents  Unaffected.  Except as herein otherwise  specifically
provided, all provisions of the LIFO Lender Documents shall remain in full force
and effect and be unaffected hereby.

7.4 No Other Promises or Inducements.  There are no promises or inducements that
have been  made to any  party  hereto  to cause  such  party to enter  into this
Agreement other than those that are set forth in this Agreement.  This Agreement
has been  entered  into by each  Credit  Party  freely,  voluntarily,  with full
knowledge, and without duress, and, in executing this Agreement, no Credit Party
is  relying on any other  representations,  either  written or oral,  express or
implied,  made to such Credit Party by any LIFO Lender. Each Credit Party agrees
that the  consideration  received by such Credit Party under this  Agreement has
been actual and adequate.

7.5 No  Waiver  of  Rights.  No  waiver  shall be deemed to be made by any party
hereunder  of any of its  rights  hereunder  unless the same shall be in writing
signed on behalf of such party.

7.6 Successors and Assigns.  This Agreement is binding upon the Credit  Parties,
the LIFO Lenders and their respective  successors and assigns, and inures to the
sole benefit of the Credit  Parties,  the LIFO Lenders and their  successors and
assigns.  No Credit  Party has any right to assign its rights or delegate  their
duties under this Agreement.

7.7  Continued   Effectiveness.   Notwithstanding  anything  contained  in  this
Agreement,  the terms of this  Agreement are not intended to and do not serve to
effect a novation as to any LIFO Lender Document.  The parties to this Agreement
expressly do not intend to extinguish  any LIFO Lender  Document.  Instead,  the
parties to this Agreement expressly intend to reaffirm the indebtedness  created
under the LIFO Lender Documents.  The LIFO Lender Documents remain in full force
and  effect  and the terms  and  provisions  of the LIFO  Lender  Documents  are
ratified and confirmed.

                                       14

<PAGE>

7.8  Tolling.  Any and all  statutes  of  limitations,  repose or similar  legal
constraints  on the time by which a claim must be filed,  a person  given notice
thereof, or asserted,  that expire, run or lapse during the Restructuring Period
on any claims  that any LIFO  Lender may have  against  any Credit  Party or any
other  persons  relating  to  any  of  the  Credit  Parties  (collectively,  the
"Restructuring  Period  Statutes  of  Limitation")  will be  tolled  during  the
Restructuring Period. Each Credit Party waives any defense they may have against
any of the LIFO Lenders under the  Restructuring  Period Statutes of Limitation,
applicable law or otherwise  solely as to the expiration,  running or lapsing of
the Restructuring Period Statutes of Limitation during the Restructuring Period.

7.9  Revival  of  Obligations.  If all or any  part of any  payment  under or on
account  of  the  LIFO  Lender  Documents,  this  Agreement  or  any  agreement,
instrument  or other  document  executed  or  delivered  by any Credit  Party in
connection with this Agreement is invalidated,  set aside,  declared or found to
be void or voidable  or  required to be repaid to the issuer or to any  trustee,
custodian,  receiver,  conservator,  master,  liquidator  or  any  other  person
pursuant to any bankruptcy law or pursuant to any common law or equitable  cause
then, to the extent of such invalidation,  set aside,  voidness,  voidability or
required repayment,  such payment would be deemed to not have been paid, and the
obligations  of such Credit Party in respect  thereof shall be  immediately  and
automatically revived without the necessity of any action by the LIFO Lenders.

7.10 Governing Law. This Agreement  shall be construed  according to the laws of
the State of Ohio, without regard to principles of conflicts of laws.

7.11  Entire  Agreement.  This  Agreement  sets forth the entire  agreement  and
understanding  among the parties as to the subject  matter hereof and merges and
supersedes all prior discussions, agreements, and undertakings of every kind and
nature among them with respect to the subject matter hereof.

7.12 Counterparts. This Agreement may be executed in any number of counterparts,
and by the parties hereto on the same or separate  counterparts and by facsimile
signature,  and each such  counterpart,  when executed and  delivered,  shall be
deemed to be an original,  but all such counterparts  shall together  constitute
but one and the same Agreement.

7.13 Notice. All notices,  requests,  demands and other communications  provided
for  hereunder  shall be in  writing  and  mailed  or  delivered  to any  party,
addressed to the address of such party  specified on the signature  page of this
Agreement. All notices,  statements,  requests, demands and other communications
provided for hereunder  shall be deemed to be given or made when delivered or 48
hours after being  deposited in the mails with postage  prepaid by registered or
certified  mail,  addressed as aforesaid,  or sent by facsimile with  telephonic
confirmation of receipt,  except that notices  pursuant to any of the provisions
hereof shall not be effective until received.

7.14 Jurisdiction and Venue. All judicial proceedings arising out of or relating
to this  Agreement or any  obligation  hereunder  shall be brought in the United
States  District  Court  for the  Northern  District  of Ohio or in the Court of
Common Pleas,  Cuyahoga  County,  Ohio,  and by their  respective  execution and
delivery  of this  Agreement,  the  undersigned  accept  for  themselves  and in
connection   with  their   properties,   generally  and   unconditionally,   the
jurisdiction   of  the   aforesaid   courts  and  waive  any  defense  of  forum
nonconveniens,  and  irrevocably  agree  to be bound  by any  judgment  rendered
thereby in connection with this Agreement.

                                       15

<PAGE>

7.15 Severability of Provisions;  Captions; Attachments.  Wherever possible each
provision  of this  Agreement  shall  be  interpreted  in such  manner  as to be
effective and valid under  applicable  law. Any provision of this Agreement that
is  prohibited  or  unenforceable   in  any  jurisdiction   shall,  as  to  such
jurisdiction,   be   ineffective   to  the   extent  of  such   prohibition   or
unenforceability   without  invalidating  the  remaining  provisions  hereof  or
affecting  the  validity  or  enforceability  of  such  provision  in any  other
jurisdiction.  The  several  captions  to Sections  and  subsections  herein are
inserted  for  convenience  only  and  shall  be  ignored  in  interpreting  the
provisions  of  this  Agreement.  Each  schedule  or  exhibit  attached  to this
Agreement shall be incorporated herein an shall be deemed to be a part hereof.

7.16 Legal  Representation  of Parties.  This  Agreement  was  negotiated by the
parties with the benefit of legal representation and any rule of construction or
interpretation otherwise requiring this Agreement to be construed or interpreted
against any party shall not apply to any construction or  interpretation  hereof
or thereof.

7.17 JURY TRIAL WAIVER. EACH OF THE UNDERSIGNED, TO THE EXTENT PERMITTED BY LAW,
HEREBY  WAIVES ANY RIGHT TO HAVE A JURY  PARTICIPATE  IN  RESOLVING  ANY DISPUTE
WHETHER  SOUNDING IN CONTRACT,  TORT, OR OTHERWISE,  AMONG THEM, OR ANY OF THEM,
ARISING OUT OF, IN CONNECTION WITH, RELATED TO OR INCIDENTAL TO THE RELATIONSHIP
ESTABLISHED  AMONG  THEM IN  CONNECTION  WITH  THIS  AGREEMENT  OR ANY  DOCUMENT
EXECUTED  OR  DELIVERED  IN  CONNECTION  HEREWITH  OR THE  TRANSACTIONS  RELATED
THERETO.  THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY
THE ABILITY OF ANY OF UNDERSIGNED TO PURSUE REMEDIES  PURSUANT TO ANY CONFESSION
OF JUDGMENT OR COGNOVIT  PROVISION  CONTAINED  IN ANY NOTE OR OTHER  INSTRUMENT,
DOCUMENT OR AGREEMENT AMONG THE UNDERSIGNED.

                 [Remainder of page intentionally left blank.]

                                       16

<PAGE>


IN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement as of the
date referenced in the first paragraph of this Agreement.


                                                          BORROWER:

Address:   9887 Washington Village Drive         AMCAST INDUSTRIAL CORPORATION
           Dayton, Ohio  45459
           Attn:  President                       By:/s/ F. J. Drew
                                                  Name:  Francis J. Drew
                                                  Title: Vice President, Finance

                                                          GUARANTORS:

Address:   9887 Washington Village Drive         ELKHART PRODUCTS CORPORATION
           Dayton, Ohio  45459
           Attn:  President                       By:/s/ F. J. Drew
                                                  Name:  Francis J. Drew
                                                  Title:    Vice President

Address:   9887 Washington Village Drive         AMCAST AUTOMOTIVE OF INDIANA,
           Dayton, Ohio  45459                   INC.
           Attn:  President
                                                  By:/s/ F. J. Drew
                                                  Name:  Francis J. Drew
                                                  Title:    Vice President

Address:   9887 Washington Village Drive         AS INTERNATIONAL, INC.
           Dayton, Ohio  45459
           Attn:  President                       By:/s/ F. J. Drew
                                                  Name:  Francis J. Drew
                                                  Title:    Vice President

Address:   9887 Washington Village Drive         IZUMI, INC.
           Dayton, Ohio  45459
           Attn:  President                       By:/s/ F. J. Drew
                                                  Name:  Francis J. Drew
                                                  Title:    Vice President

Address:   9887 Washington Village Drive         AMCAST CASTING TECHNOLOGIES,
           Dayton, Ohio  45459                   INC.
           Attn:  President
                                                  By:/s/ F. J. Drew
                                                  Name:  Francis J. Drew
                                                  Title:    Vice President

                                       17

<PAGE>

Address:   9887 Washington Village Drive         AMCAST INDUSTRIAL FINANCIAL
           Dayton, Ohio  45459                   SERVICES, INC.
           Attn:  President
                                                  By:/s/ F. J. Drew
                                                  Name:  Francis J. Drew
                                                  Title:    Vice President

Address:   9887 Washington Village Drive         AMCAST INVESTMENT SERVICES
           Dayton, Ohio  45459                   CORPORATION
           Attn:  President
                                                  By:/s/ F. J. Drew
                                                  Name:  Francis J. Drew
                                                  Title:    Vice President

Address:   9887 Washington Village Drive         CASTING TECHNOLOGY COMPANY
           Dayton, Ohio  45459
           Attn:  President                      By: Amcast Casting
                                                 Technologies, Inc., a
                                                 General Partner

                                                  By:/s/ F. J. Drew
                                                  Name:  Francis J. Drew
                                                  Title:    Vice President

                                       18


<PAGE>


                                                          LIFO LENDERS:

Address:      127 Public Square, 6th Floor       KEYBANK NATIONAL ASSOCIATION,
              Cleveland, Ohio  44114             as LIFO Agent and a LIFO Bank
              Attn:  Dale A. Clayton
                                                  By:  /s/ Dale A. Clayton
                                                  Name:   Dale A. Clayton
                                                  Title:     Vice President

Address:      One Wall Street, 16th Floor        THE BANK OF NEW YORK
              New York, New York  10286
              Attn:  Stephen C. Brennan           By:  /s/ Stephen C. Brannon
                                                  Name:   Stephen C. Brannon
                                                  Title:     Vice President

Address:      100 E. Broad Street                BANK ONE INDIANA, N.A.
              Columbus, Ohio  43215
              Attn: ___________________           By: /s/ Richard Babcock
                                                  Name:   Richard Babcock
                                                  Title:   First Vice President

Address:      55 East Monroe Street              CREDIT AGRICOLE INDOSUEZ
              Chicago, Illinois  60603
              Attn:  __________________           By:  /s/ Frederik W. Asse
                                                  Name:   Frederik W. Aase
                                                  Title:     Vice President

                                                  and   /s/ Joseph D. Catarina
                                                  Name:   Joseph D. Catarina
                                                  Title:     Vice President

Address:      500 Woodward Avenue                COMERICA BANK
              Detroit, Michigan  48226
              Attn:  N. Mester   3265             By:  /s/ A. J. Anderson
                                                  Name:   A. J. Anderson
                                                  Title:   First Vice President

                                       19
<PAGE>


Address:      6 North Main Street                NATIONAL CITY BANK
              Dayton, Ohio  45412
              Attn:  Corporate Banking            By:  /s/ Neal J. Hinker
                                                  Name:  Neal J. Hinker
                                                  Title:   Senior Vice President

Address:      U.S. Bancorp Center                U.S. BANK NATIONAL  ASSOCIATION
              BC-MN-H22A                         (successor to Firstar Bank,
              800 Nicollet Mall                  N.A.)
              Minneapolis, MN 55402               By:  /s/ Greg Wilson
                                                  Name:   Greg Wilson
                                                  Title:     VP


                                       20


<PAGE>


                                    EXHIBIT A

                          SUBJECT NONCOMPLIANCE EVENTS

1.       The failure to comply with Section 6.1 of the Existing Credit Agreement
         (as such section  relates to the payment of principal) on September 14,
         2002.

2.       The  noncompliance  with Section 6.5 of the LIFO Credit  Agreement as a
         result  of  the  Subject   Noncompliance  Events  (as  defined  in  the
         Subordinated Lender Restructuring Agreement.