Exhibit 4.14.1



                             RESTRUCTURING AGREEMENT

         This  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 Line of Credit Lenders, as hereinafter defined;

         (d)      the Existing Credit  Agreement Agent, as hereinafter  defined,
                  and the Existing Credit Agreement Banks, as hereinafter
                  defined;

         (e)      the  Noteholders,  as hereinafter  defined (the Line of Credit
                  Lenders,  the Existing Credit  Agreement  Agent,  the Existing
                  Credit  Agreement  Banks, and the Noteholders are collectively
                  referred to herein as the "Restructuring Lenders"); and

         (f)      the Collateral Agent, as hereinafter defined.

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

1. The Credit  Parties  and the  Restructuring  Lenders  are  parties to certain
Restructuring Lender Documents,  as hereinafter  defined,  pursuant to which the
Restructuring Lenders have made certain loans and other extensions of credit all
on the terms and conditions set forth in the Restructuring Lender Documents.

2. Borrower has informed the Restructuring  Lenders that it will be unable to
comply with certain  provisions of the Restructuring Lender Documents.

3.  Borrower,  the LIFO  Lenders (as  hereinafter  defined),  the  Restructuring
Lenders,  and the Collateral Agent 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 Restructuring  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:

<PAGE>

SECTION 1.        Definitions.
                  -----------

1.1      Definitions.  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.

         "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
the  Required  Lenders  after,  and based upon a review of,  the  Budget,  which
adjustment  shall be effective upon delivery by the Required  Lenders 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  and by plant basis and
otherwise in form and detail satisfactory to the Required Lenders,  that details
Borrower's projected costs, expenses,  other expenditures,  capital requirements
and financial performance forecast for Borrower's 2003 fiscal year.

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

"Commitment Letter" has the meaning set forth 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 (as  defined  in the LIFO  Credit  Agreement)  and (ii) the
aggregate  principal  amount of  Revolving  Loans (as defined in the LIFO Credit
Agreement) outstanding under the LIFO Credit Agreement,  minus (c) the aggregate
amount of cash on deposit in the Cash Collateral Account, as defined in the LIFO
Restructuring Agreement.

                                       2

<PAGE>


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

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

"Creditors" means, collectively, the LIFO Lenders and the Restructuring 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 (as defined in the Existing Credit
Agreement as in effect on the date hereof) 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  Bank  Noncompliance  Events" has the meaning set forth in Section 2.2
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.

                                       3

<PAGE>

"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
Restructuring 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.

"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" means the Last-In-First-Out  Credit Agreement,  dated as
of June 5, 2001,  among Borrower,  the LIFO Credit  Agreement Banks and the LIFO
Credit  Agreement  Agent,  as  amended  and as the same may from time to time be
further amended, restated or otherwise modified.

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

"LIFO  Credit  Agreement  Banks"  means the  lenders  parties to the LIFO Credit
Agreement, together with their respective successors and assigns.

"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,  as defined in
the LIFO 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 LIFO Lender Collateral,  or any
part thereof.

"LIFO Lender Documents" means, collectively, the LIFO Credit Agreement, the LIFO
Lender Collateral  Documents,  the other Loan Documents,  as defined in the LIFO
Credit  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.

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

                                       4
<PAGE>


"LIFO Lenders" means, collectively, the LIFO Credit Agreement Agent and the LIFO
Credit Agreement Banks.

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

"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.

"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.

                                       5

<PAGE>

"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  Existing  Banks" means the Majority Banks, as defined in the Existing
Credit Agreement.

"Required  Lenders"  means  Required  Lenders,  as defined in the  Intercreditor
Agreement.

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

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

"Restructuring 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 Restructuring
Lender Collateral, or any part thereof.

"Restructuring  Lender  Documents"  means,  collectively,  the  Existing  Credit
Agreement,  the Existing Credit  Agreement Loan Documents,  the Note Agreements,
the Line of Credit Documents the Restructuring 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.

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

"Restructuring 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  Restructuring  Lender pursuant to the
Restructuring Lender Collateral Documents.

"Restructuring  Leverage  Ratio" means,  at any time, the ratio of (a) Committed
Debt, to (b) Consolidated EBITDA (as defined in the Existing Credit Agreement as
in  effect on the date  hereof)  for the most  recently  completed  four  fiscal
quarters.

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

                                       6

<PAGE>

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

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

"Subject   Noncompliance   Events"  means,   collectively,   the  Existing  Bank
Noncompliance  Events,  Subject Line of Credit  Noncompliance Events and Subject
Noteholder Noncompliance Events.

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

"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.

"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 Exhibit A hereto sets forth, as of the date hereof, the aggregate principal
amount of all  outstanding  indebtedness  and the  aggregate  face amount of all
issued and outstanding  letters of credit of the Credit Parties (or any thereof)
owing to each  Restructuring  Lender under the Creditor  Documents 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 and letter
of credit obligations are absolute and unconditional.

                                       7
<PAGE>

2.2 Subject  Noncompliance  Events. Each Credit Party acknowledges that Borrower
has failed to comply with,  or will fail to comply with,  (a) the  provisions of
the Existing  Credit  Agreement as set forth on Exhibit B hereto (the  "Existing
Bank  Noncompliance  Events"),  (b) the provisions of the Note Agreements as set
forth on Exhibit C hereto (the "Subject Noteholder  Noncompliance  Events"), and
(c) the  provisions  of the Line of Credit  Documents  as set forth on Exhibit D
hereto (the "Subject Line of Credit 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 the  Existing  Credit
Agreement  Agent,  the Existing Credit  Agreement  Banks, the Noteholders or the
Line of Credit Lenders,  as the case may be, or through any course of conduct or
course of dealing or  otherwise,  (b) as a result of the  Subject  Noncompliance
Events, the Restructuring  Lenders,  pursuant to their respective  Restructuring
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 their  respective  Restructuring
Lender Obligations,  as the case may be, and (c) no Restructuring 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, the  Restructuring  Lenders  signatory
hereto will not exercise any of their  respective  rights or remedies  under the
Restructuring  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").

3.2 Loans and Letters of Credit. Notwithstanding anything to the contrary herein
or in any  Restructuring  Lender Document,  during the during the  Restructuring
Period, Borrower shall not request any loan, letter of credit or other extension
of credit from any  Restructuring  Lender  pursuant to any of the  Restructuring
Lender  Documents,  and no Restructuring  Lender shall make any such loan, issue
any such letter of credit or grant any other  extension  of credit to  Borrower;
provided,  however, that Borrower may request an extension of an existing letter
of credit or the  issuance of a new or  replacement  letter of credit so long as
the aggregate outstanding face amount of all letters of credit outstanding under
the Restructuring Lender Documents is not at any time in excess of the aggregate
outstanding  face amount of all letters of credit that are available to Borrower
under  the  Restructuring  Lender  Documents  prior  to  giving  effect  to this
Agreement.

                                       8

<PAGE>

3.3      Interest Rates.
         --------------

                  (a)   Notwithstanding   the  terms  of  the  Existing   Credit
         Agreement,  on and  after  the date  hereof,  (i)  Borrower  shall  pay
         interest  on the  unpaid  principal  amount of each (A) LIBOR  Loan (as
         defined in the Existing Credit  Agreement) at a rate per annum equal to
         the sum of the  Adjusted  LIBOR  (as  defined  in the  Existing  Credit
         Agreement)  from time to time in effect plus 3.50%,  and (B) Prime Rate
         Loan (as defined in the Existing Credit  Agreement) at a rate per annum
         equal to the sum of the Adjusted Prime Rate (as defined in the Existing
         Credit  Agreement)  from time to time in effect plus 2%; and (ii) 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.

                  (b)  Notwithstanding  the terms of the Note Agreements and the
         Notes  (as  defined  in the Note  Agreements),  on and  after  the date
         hereof,  (i) Borrower shall pay interest on the unpaid principal amount
         of  each  Note at a per  annum  rate  of  10.09%  and  (ii)  after  the
         occurrence of a Termination  Event,  interest on all outstanding  Notes
         shall be  payable  at a rate per  annum  equal to 2.0% in excess of the
         interest rate otherwise applicable to such Note.

3.4 Fees.  In addition to the fees set forth in any of the  Creditor  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 5.3(a) of
the  Existing  Credit  Agreement  and  Sections  5.15(a)  and  (b) of  the  Note
Agreements,  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 LIFO  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 Restructuring  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, and,  second,  to the  Restructuring
         Lender Obligations, on a pro rata basis.

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 (B) may be adjusted to
an amount reasonably  acceptable to the Required Lenders after, and based upon a
review of, the Budget,  which adjustment shall be effective upon delivery by the
Required Lenders of written notice of such adjustment to Borrower.

                                       9

<PAGE>


3.6 Budget.  On or before August 15, 2002,  Borrower shall deliver the Budget to
each of the Restructuring 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 Lenders
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 Lenders,  that will, among
other things, assist Borrower in executing the Strategic Plan.

3.8 Financial Covenants.  The Restructuring  Lenders and Borrower agree that the
financial  covenants set forth below shall  replace the financial  covenants set
forth in  Section  5.7(b),  (c) and (d) of the  Existing  Credit  Agreement  and
Section 5.7 of the Note Agreements. 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 (as  defined  in the
         Existing  Credit  Agreement as in effect on the date  hereof),  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 (as  defined in the  Existing  Credit
         Agreement  as in  effect  on the date  hereof),  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.
                                       10

<PAGE>

                  (d)  Consolidated  Capital  Expenditures.  Borrower  shall not
         suffer or  permit at any time  Consolidated  Capital  Expenditures  (as
         defined  in the  Existing  Credit  Agreement  as in  effect on the date
         hereof),  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 Lenders after, and based upon a review of, the Budget, which adjustment
shall be effective  upon delivery by the Required  Lenders of written  notice of
such adjustment to Borrower.

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

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

                  (b) Commitment  Letter.  On or before June 30, 2003,  Borrower
         shall have delivered to the Restructuring  Lenders a fully executed and
         effective   commitment   letter,  in  form  and  substance   reasonably
         satisfactory  to the  Required  Lenders,  from a lender or syndicate of
         lenders  reasonably  acceptable  to the Required  Lenders,  which shall
         provide,   among  other  things,   for  (i)  the   refinancing  of  the
         Restructuring  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 prior to February 28, 2003, and
         bi-weekly  thereafter,   Borrower  shall  deliver  to  Existing  Credit
         Agreement  Agent  and each  Noteholder  a  report,  in form and  detail
         reasonably  satisfactory  to Existing  Credit  Agreement  Agent, 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.

                                       11

<PAGE>

3.10 Assignment of Commitments.  Notwithstanding anything in the Existing Credit
Agreement to the contrary,  the Existing  Banks shall be permitted to assign all
or any  portion  of  their  respective  Commitments  (and  all  Existing  Credit
Agreement Obligations then owing to them) without the consent of Borrower.

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 LIFO Restructuring Agreement)
         under the LIFO 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  reasonably acceptable to the Required
         Lenders; 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  Restructuring  Lender is
         untrue or incorrect in any material respect on the date as of which the
         facts set forth therein are stated or certified.

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
Restructuring  Lenders (or any thereof)  shall be fully entitled to exercise any
rights and remedies they may have under their  respective  Restructuring  Lender
Documents or applicable law.

                                       12

<PAGE>

3.13  ACKNOWLEDGMENT.  EACH CREDIT PARTY EXPRESSLY  ACKNOWLEDGES AND AGREES THAT
THE RESTRUCTURING  PROVISIONS SET FORTH IN SECTION 3.1 HEREOF ARE EFFECTIVE ONLY
DURING THE  RESTRUCTURING  PERIOD AND THAT, AFTER THE TERMINATION  DATE, EACH OF
THE  RESTRUCTURING  LENDER  DOCUMENTS  WILL  BE  IN  MATERIAL  DEFAULT  AND  THE
RESTRUCTURING  LENDERS  WILL BE FULLY  ENTITLED  IMMEDIATELY  TO EXERCISE  THEIR
RIGHTS AND REMEDIES UNDER THEIR  RESPECTIVE  RESTRUCTURING  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  RESTRUCTURING  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  Restructuring  Lender Documents,  or any of its
obligations thereunder, or the validity,  priority,  enforceability or extent of
any  Restructuring  Lender  Lien,  in  any  judicial,  administrative  or  other
proceeding,  either during or following the  expiration  or  termination  of the
Restructuring Period.

SECTION 4.        RESTRUCTURING LENDERS' ACKNOWLEDGMENTS.
                  --------------------------------------

         Consent  to LIFO  Restructuring  Agreement.  Each of the  Restructuring
Lenders  party  hereto  consents  to and  acknowledges  the  terms  of the  LIFO
Restructuring Agreement.

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

         To induce the Restructuring  Lenders to enter into this Agreement,  the
Credit Parties represent and warrant to the Restructuring 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  Creditor  Documents  to which any Credit Party is a party are its legal,
valid and binding  obligations,  enforceable  against it in accordance  with its
terms.

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
Creditor  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.

                                       13

<PAGE>

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

         Notwithstanding  any other provision  contained in this Agreement,  the
effectiveness of this Agreement and the obligation of the Restructuring  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 Restructuring Lenders have received all of the following:

                  (a) executed  counterpart  signature  pages of this  Agreement
         from  Borrower and the other  Credit  Parties,  the  Required  Existing
         Banks, the Noteholders, and the Line of Credit Lenders;

                  (b) the  subordination  fee set  forth in  Section  5.1 of the
         Subordination Agreement, which shall be for the pro rata benefit of the
         Existing Credit  Agreement Banks and the Line of Credit Lenders,  in an
         amount equal to $358,029.22 (which represents the remaining one-half of
         the subordination fee set forth therein);

                  (c) the  remaining  Warrants (as defined in the  Subordination
         Agreement) executed by Borrower,  which shall be issued to the Existing
         Credit  Agreement  Banks and the Line of Credit  Lenders in  accordance
         with Section 5.3 of the Subordination Agreement;

                  (d) an  amendment  or  other  agreement  relating  to the  CTC
         Forbearance  Agreement  which  includes an extension of the  agreements
         therein and is  otherwise  in form and  substance  satisfactory  to the
         Required Lenders, executed by the appropriate parties thereto;

                  (e)      an executed copy of the LIFO  Restructuring
         Agreement (and all conditions  precedent to the effectiveness thereof
         shall have been satisfied);

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

                  (g)      such other documents as the Restructuring 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.

                                       14
<PAGE>


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  EXISTING  CREDIT  AGREEMENT  AGENT,  THE
COLLATERAL  AGENT AND EACH  RESTRUCTURING  LENDER  THAT IS A PARTY  HERETO,  THE
RESPECTIVE PARTICIPANTS,  SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS,
EMPLOYEES,  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  RESTRUCTURING  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 PARTIES 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 RESTRUCTURING LENDER DOCUMENT.

7.3  Restructuring  Lender  Documents  Unaffected.  Except as  herein  otherwise
specifically  provided,  all provisions of the  Restructuring  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  Restructuring  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;  provided  that the  Existing  Credit  Agreement
Agent  shall have the right to act on behalf of the  Existing  Credit  Agreement
Banks  pursuant  to and in  accordance  with the  terms of the  Existing  Credit
Agreement.  Each  waiver,  if any,  shall be a waiver  only with  respect to the
specific instance involved and shall in no way impair the rights of any party or
the  obligations of the  Restructuring  Lenders to the LIFO Lenders in any other
respect at any other time.

                                       15
<PAGE>

7.6 Successors and Assigns.  This Agreement is binding upon the Credit  Parties,
the Restructuring  Lenders signatory hereto and their respective  successors and
assigns, and inures to the sole benefit of the Credit Parties, the Restructuring
Lenders  signatory hereto 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 Restructuring  Lender Document.  The parties to this
Agreement  expressly  do not  intend  to  extinguish  any  Restructuring  Lender
Document.  Instead,  the parties to this Agreement  expressly intend to reaffirm
the  indebtedness  created  under  the  Restructuring   Lender  Documents.   The
Restructuring Lender Documents remain in full force and effect and the terms and
provisions of the Restructuring Lender Documents are ratified and confirmed.

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  Restructuring  Lender  signatory hereto 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  Restructuring  Lenders  signatory  hereto  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 Restructuring 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  Restructuring
Lenders signatory hereto.

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.

                                       16

<PAGE>

7.13     Notices.
         -------

         (a) 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.

         (b) In  addition  to any  notice  requirements  which  exist  under the
Existing Credit Agreement, LIFO Credit Agreement or Note Agreements,  the Credit
Parties shall send a copy of all notices and reports (including,  but limited to
financial statements or a strategic plan) that it sends to the Agent, LIFO Agent
or  Collateral  Agent to those  listed on Exhibit E hereto,  which  notices  and
reports shall be transmitted  simultaneously  with the others, said notice to be
in addition  to any and all other  notice  requirements  set forth in any of the
referenced Restructuring Lender Documents.

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.

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

                                       17
<PAGE>

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 THE 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.]

                                       18

<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

                         Amcast Restructuring Agreement
                                 Signature Page
                                     1 of 5
<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


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<PAGE>


                                                     RESTRUCTURING LENDERS:

Address:      127 Public Square, 6th Floor     KEYBANK NATIONAL ASSOCIATION,
              Cleveland, Ohio  44114           as Existing Credit Agreement
              Attn:  Dale A. Clayton           Agent, an Existing Credit
                                               Agreement Bank, a Line of Credit
                                               Lender and as the Collateral
                                               Agent

                                                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. Brannen
                                                Name:   Stephen C. Brannen
                                                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. Asse
                                                Title:      Vice President

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

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

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<PAGE>



Address:      U.S. Bancorp Center              U.S. BANK NATIONAL  ASSOCIATION
              BC-MN-H22A                       (successor to Firstar Bank, N.A.)
              800 Nicollet Mall                as an Existing Credit Agreement
              Minneapolis, MN 55402            Bank and a Line of Credit Lender
              Attn:  Greg Wilson
                                                By:   /s/ Greg Wilson
                                                Name:   Greg Wilson
                                                Title:     VP


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


Address:      One William Street               INTESABCI - NEW YORK BRANCH
              New York, New York  10004
              Attn:  ___________________        By:   /s/ Mark D. Mooney
                                                Name:   Mark D. Mooney
                                                Title:     Vice President

                                                and   /s/ Charles Dougherty
                                                Name:   Charles Dougherty
                                                Title:     Vice President


Address:      375 Park Avenue                  UNICREDITO ITALIANO SPA
              New York, New York  10152
              Attn:  _____________________      By:
                                                Name:
                                                Title:

                                                and
                                                Name:
                                                Title:

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<PAGE>



Address:      245 Park Avenue                  SAN PAOLO IMI S.p.A.
              New York, New York  10167
              Attn:  _____________________      By:   /s/ Carlo Persico
                                                Name:   Carlo Persico
                                                Title:     General Manager

                                                and   /s/ Robert Wurster
                                                Name:   Robert Wurster
                                                Title:    Senior Vice President



Address:      801 Grand Avenue                 PRINCIPAL LIFE INSURANCE
              Des Moines, Iowa  50392          COMPANY
              Attn:  ___________________
                                                By:  /s/ Stephen G. Skravanek
                                                Name:  Stephen G. Skravanek
                                                Title:    Counsel

                                                and /s/ Christopher J. Henderson
                                                Name:  Christopher J. Henderson
                                                Title:      Counsel

Address:      _____________________            THE NORTHWESTERN MUTUAL LIFE
              _____________________            INSURANCE COMPANY

              Attn:  _______________            By:   /s/ J. Lueken
                                                Name:   Jeffrey J. Lueken
                                                Title: Its Authorized
                                                        Representative

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<PAGE>




                                    EXHIBIT A

                            OUTSTANDING INDEBTEDNESS

                         Facility                                 Amount
                         --------                                ---------

Existing Credit Agreement                                    $104,165,445.47

Note Agreements

     Principal Note Agreement                                $23,381,260.90
     Northwestern Note Agreement                             $23,381,260.89

Line of Credit Documents

     KeyBank                                                 $3,928,052.50

     U.S Bank National Association                           $11,249,574.93



<PAGE>


                                    EXHIBIT B

                       EXISTING BANK NONCOMPLIANCE EVENTS

1.       The events of noncompliance set forth in subpart (a) of Section 2.2 of
         the Subordination Agreement.

2.       The failure to comply with Section 7.1 of the Existing Credit Agreement
         (as such section  relates to the payment of principal) on September 14,
         2002.

3.       The noncompliance  with Section 7.5 of the Existing Credit Agreement as
         a result  of the  Subject  Line of  Credit  Noncompliance  Events,  the
         Subject  Noteholder  Noncompliance  Events,  noncompliance with the CTC
         Guaranty,  and the Subject Noncompliance Events (as defined in the LIFO
         Restructuring Agreement).


<PAGE>


                                    EXHIBIT C

                     SUBJECT NOTEHOLDER NONCOMPLIANCE EVENTS

1.       Failure to make the sinking fund payments due November 2002.

2.       The noncompliance with Section 6.1(g) of the Note Agreements  Agreement
         as a result of the Existing Bank Noncompliance Events, the Subject Line
         of Credit  Noncompliance  Events,  noncompliance with the CTC Guaranty,
         and  the  Subject   Noncompliance   Events  (as  defined  in  the  LIFO
         Restructuring Agreement).



<PAGE>


                                    EXHIBIT D

                   SUBJECT LINE OF CREDIT NONCOMPLIANCE EVENTS


1.       KeyBank National Association - The events of noncompliance set forth in
         subpart (c) of Section 2.2 of the Subordination Agreement.

2.       U.S. Bank National Association - None



<PAGE>


                                    EXHIBIT E

                          ADDITIONAL NOTICE INFORMATION

Chris Henderson                          David S. Albright
Principal Life Insurance                 Principal Life Insurance
801 Grand Avenue                         801 Grand Avenue
Des Moines, Iowa  50392-0800             Des Moines, Iowa  50392-0800
P:  515-247-4984                         P:  515-248-3443
F:  515-248-0483                         F:  515-248-2490
E:  henderson.chris@principal.com        E:  albright.dave@principal.com

Karen Stevens                            Bessie Antoniou
Northwestern Mutual                      Northwestern Mutual
720 East Wisconsin Avenue                720 East Wisconsin Avenue
Milwaukee, WI 50392-0800                 Milwaukee, WI  50392-0800
P:  414-665-7133                         P:  414-665-2076
F:  414-665-7016                         F:  414-665-7124
E:  karenstevens@northwesternmutual.com  E:bessieantoniou@northwesternmutual.com

Lawrence K. Snider                       John F. Lawlor
Mayer, Brown, Rowe & Maw                 Mayer, Brown, Rowe & Maw
190 South LaSalle Street                 190 South LaSalle Street
Chicago, Illinois  60603                 Chicago, Illinois  60603
P:  312-701-7858                         P:  312-701-7220
F:  312-706-8239                         F:  312-706-8163
E:  lsnider@mayerbrownrowe.com           E:  jlawlor@mayerbrownrowe.com