AMENDMENT NO. 1 TO RESTRUCTURING AGREEMENT

         This Amendment No. 1 to  Restructuring  Agreement  (this  "Amendment")
is made as of October 31, 2002, by and among:

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

         (b)      the Guarantors, as defined in the Restructuring Agreement
         (as hereinafter defined) (together with Borrower, collectively, the
         "Credit Parties");

         (c)      the Restructuring Lenders, as defined in the Restructuring
         Agreement; and

         (d)      the Collateral Agent, as defined in the Restructuring
         Agreement.

                                    RECITALS:

         A. The Credit Parties,  the Guarantors,  the Restructuring  Lenders and
the Collateral  Agent are parties to the  Restructuring  Agreement,  dated as of
July  15,  2002  (as the same may  from  time to time be  amended,  restated  or
otherwise modified, the "Restructuring Agreement").

         B. The Credit Parties,  the Guarantors,  the Restructuring  Lenders and
the  Collateral  Agent  desire to amend the  Restructuring  Agreement  to modify
certain  provisions  thereof and to consent and agree to certain  other items as
set forth herein.

         C.       Each  capitalized  term  used  herein  shall be  defined  in
accordance  with the  Restructuring Agreement.

                                   AGREEMENT:

         In  consideration  of the premises and mutual  covenants herein and for
other valuable considerations, the Credit Parties, the Restructuring Lenders and
the Collateral Agent agree as follows:

         1.       New  Definitions.  Section  1.1 of the  Restructuring
Agreement  is  hereby  amended  to add the following new definitions thereto:

                  "Cash  Collateral  Account" has the meaning given to such term
         in the LIFO Restructuring Agreement.

                  "Domestic  Adjusted  EBITDA" means Domestic  EBITDA other than
         Domestic EBITDA attributable to CTC Company (as defined in the Existing
         Credit Agreement).

                  "Domestic  Fixed  Charges"  means,   for  any  period,   on  a
         Consolidated basis (but excluding Foreign Subsidiaries and CTC Company,
         as defined in the Existing  Credit  Agreement)  and in accordance  with
         GAAP, the aggregate of (a) cash interest  expense  (including,  without
         limitation,   the  "imputed   interest"   portion  of  capital  leases,
         synthetics  leases and asset  securitizations,  if any),  (b) principal
         payments  on Funded  Indebtedness  (as defined in the  Existing  Credit
         Agreement  as in  effect  on the  date  hereof),  and (c)  Consolidated
         Capital Expenditures (as defined in the Existing Credit Agreement as in
         effect on the date hereof).

<PAGE>


                  "Fixed  Charge  Deficit"  means the  deficiency  created  when
         Domestic Fixed Charges for the most recently  completed  fiscal quarter
         of Borrower exceed (i) Domestic Adjusted EBITDA for such quarter,  plus
         (ii) the  aggregate  amount of cash on deposit  in the Cash  Collateral
         Account (other than the Special  Reserve Funds) on the last day of such
         quarter.

                  "Fixed Charge Coverage Ratio" means, for any time period,  the
         ratio of (a) Domestic  Adjusted EBITDA for such period, to (b) Domestic
         Fixed Charges for such period.

                  "Fixed Charge Surplus" means the surplus created when Domestic
         Adjusted  EBITDA  for the most  recently  completed  fiscal  quarter of
         Borrower,  plus the  aggregate  amount of cash on  deposit  in the Cash
         Collateral  Account (other than the Special  Reserve Funds) on the last
         day of such quarter exceeds Domestic Fixed Charges for such quarter.

                  "Special  Reserve Funds" has the meaning  specified in Section
3.10(b) hereof.

         2.       Amendment  to Section  3.2.  Section 3.2 of the  Restructuring
Agreement  is hereby  amended and restated in its entirety as follows:

                  3.2 Loans and Letters of Credit.  Notwithstanding  anything to
         the contrary herein or in any Restructuring Lender Document, 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 (a)  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,  and (b)  Borrower  may request the  conversion  of, and the
         Existing Credit Agreement Banks may convert, any outstanding LIBOR Loan
         (as defined in the Existing Credit  Agreement) to a Prime Rate Loan (as
         defined in the Existing  Credit  Agreement)  at the end of the Interest
         Period (as defined in the Existing Credit Agreement) applicable to such
         LIBOR Loan,  and  Borrower  may request  the  continuation  of, and the
         Existing  Credit  Agreement Banks may continue,  any outstanding  LIBOR
         Loan  (provided  that  Borrower  shall not  select an  Interest  Period
         greater than one month).

                                       2
<PAGE>


         3.       Amendment to  Mandatory  Prepayment  Provisions.  Section 3.5
of the  Restructuring  Agreement is hereby amended and restated in its entirety
as follows:

                  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,   an  amount  equal  to
         $3,500,000  plus the amount of Special  Reserve  Funds held in the Cash
         Collateral Account on such date.

                  (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 any
         voluntary  prepayment  of the  Restructuring  Lender  Obligations  made
         pursuant  to  the  next  sentence  shall  reduce  the  amounts  of  the
         Additional Prepayments in forward order of maturity. In addition, it is
         understood   and  agreed   that  any   voluntary   prepayment   of  the
         Restructuring Lender Obligations that is caused by an obligation of the
         Borrower to prepay Existing Credit Agreement Obligations as a result of
         currency  fluctuations  relating to the conversion or continuation of a
         LIBOR  Loan (as  defined  in the  Existing  Credit  Agreement)  that is
         denominated  in  Euros  (including  any  prepayment  of the  Noteholder
         Obligations and the Line of Credit Lender  Obligations made so that the
         holders  of such  obligations  share  ratably in the  aggregate  amount
         prepaid)   shall  be  a   "Permitted   Payment"  for  purposes  of  the
         Subordination Agreement.

         4.       Monthly  Reporting.  Section 3.6 of the  Restructuring
Agreement is hereby  amended and restated in its entirety as follows:

                  3.6 Additional  Financial  Reporting.  Commencing on and after
         October 31, 2002,  within thirty (30) days after the end of each month,
         Borrower will deliver to the Restructuring  Lenders a monthly financial
         reporting  package  that  includes  the items  set  forth on  Exhibit F
         hereto,  and is  otherwise  in  form  and  detail  satisfactory  to the
         Restructuring Lenders.

         5.       Amendment to Financial  Covenants.  Section 3.8 of the
Restructuring  Agreement is hereby amended and restated in its entirety as
follows:

                  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:
                                       3
<PAGE>

                           (a) Fixed Charge Coverage  Ratio.  Borrower shall not
                  suffer or permit at any time the Fixed Charge  Coverage  Ratio
                  to be less  than (i) .48 to 1.00  for the  fiscal  quarter  of
                  Borrower  ending on or about  November 30,  2002,  (ii) .55 to
                  1.00 for the  fiscal  quarter of  Borrower  ending on or about
                  February 28, 2003 and the previous fiscal  quarter,  (iii) .76
                  to 1.00 for the fiscal quarter of Borrower  ending on or about
                  May 31, 2003 and the two previous  fiscal  quarters,  and (iv)
                  .86 to 1.00 for the fiscal  quarter of  Borrower  ending on or
                  about August 31, 2003 and the three previous fiscal quarters.

                           (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
                  Borrower,  to be less than (i) $30,938,000 for the four fiscal
                  quarter period of Borrower ending on or about August 31, 2002,
                  (ii)  $25,900,000  for  the  four  fiscal  quarter  period  of
                  Borrower   ending  on  or  about  November  30,  2002,   (iii)
                  $27,000,000  for the four  fiscal  quarter  period of Borrower
                  ending on or about February 28, 2003, (iv) $29,300,000 for the
                  four fiscal quarter period of Borrower  ending on or about May
                  31,  2003,  and (v)  $36,100,000  for the four fiscal  quarter
                  period of Borrower 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 Borrower,  to be less than
                  (i) $31,670,000 for the four fiscal quarter period of Borrower
                  ending on or about August 31, 2002,  (ii)  $28,200,000 for the
                  four  fiscal  quarter  period of  Borrower  ending on or about
                  November  30,  2002,  (iii)  $29,800,000  for the four  fiscal
                  quarter  period of Borrower  ending on or about  February  28,
                  2003,  (iv)  $30,200,000 for the four fiscal quarter period of
                  Borrower  ending on or about May 31, 2003, and (v) $34,400,000
                  for the four fiscal  quarter  period of Borrower  ending on or
                  about August 31, 2003.

                           (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 Borrower,  to be greater  than (i)  $22,755,000
                  for the fiscal year of Borrower  ending on or about August 31,
                  2002,  and (ii)  $20,591,000  for the fiscal  year of Borrower
                  ending on or about August 31, 2003.

         Provided,  however, that any of the financial covenants set forth above
         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 any Company of any  business  unit sold prior to
         such fiscal quarter of Borrower.

                                       4
<PAGE>

         6.       Special  Reserve  Funds.  Section  3.10 of the  Restructuring
Agreement  is hereby  amended  and restated in its entirety as follows:

                  3.10     Assignment of Commitments; Special Reserve Funds.
                           ------------------------------------------------

                  (a) 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.

                  (b) Special  Reserve  Funds.  On and after  October 31,  2002,
         Borrower  shall maintain at least  $6,000,000 of immediately  available
         funds in the  Cash  Collateral  Account,  which  funds  shall be (i) in
         addition to all other amounts Borrower is required to maintain pursuant
         to Section 3.10 of the LIFO Restructuring Agreement and (ii) designated
         by the LIFO Agent as the  "Special  Reserve  Funds"  (such  funds being
         referred to herein as the "Special Reserve Funds").  Borrower shall not
         use the Special Reserve Funds except as set forth herein. If, after the
         end of any fiscal quarter of Borrower,  a Fixed Charge Deficit  exists,
         then  Borrower  may use the  Special  Reserve  Funds for the payment of
         interest  and  scheduled   principal   payments  with  respect  to  the
         Restructuring  Lender  Obligations  and the LIFO Lender  Obligations in
         accordance with the terms of the Restructuring Lender Documents and the
         LIFO  Lender  Documents.  In  addition,  if at any time the  amount  of
         Special  Reserve  Funds is less than  $6,000,000,  then  Borrower  will
         deposit into the Cash Collateral  Account any amounts that exist at the
         end of any fiscal  quarter as a result of a Fixed Charge  Surplus up to
         $6,000,000.

         7.  Consent.  The  Restructuring  Lender  Documents  prohibit the sale,
lease,  transfer  or other  disposition  of  assets by the  Companies  except as
specifically  permitted in such  Restructuring  Lender  Documents.  Borrower has
advised the  Restructuring  Lenders  that, in  connection  with  settlement of a
dispute,  Borrower  intends to sell to The Vaughn Group a software  upgrade (the
"Specified  Property")  currently  owned by Borrower and used with an IBM AS/400
computer.  Borrower has requested that the Restructuring  Lenders consent to the
sale of the Specified Property notwithstanding the restrictions set forth in the
Restructuring  Lender  Documents.  By signing this Amendment,  the Restructuring
Lenders  hereby  consent to the sale of the Specified  Property on the terms and
conditions described by Borrower to the Restructuring  Lenders on the conditions
that (i) no  Termination  Event shall exist  under the  Restructuring  Agreement
prior to or immediately after such sale of the Specified Property,  and (ii) the
proceeds  of such sale  shall be applied in  accordance  with the  Subordination
Agreement.   The  Collateral  Agent  is  hereby  authorized  and  instructed  to
authenticate and deliver any UCC partial release or other document necessary, in
the opinion of the  Collateral  Agent,  to effect the  release of the  Specified
Property.

         8.       Consent  to  LIFO  Restructuring  Amendment.  Each  of the
Restructuring  Lenders  party  hereto consents  to and  acknowledges  the  terms
of  Amendment  No. 1 to the LIFO  Restructuring  Agreement  (the  "LIFO
Restructuring Amendment") which is being entered into concurrently herewith.

                                       5
<PAGE>


         9.       New Exhibit.  The  Restructuring  Agreement is hereby  amended
by adding a new Exhibit F (Monthly Reporting Package) thereto in the form of
Exhibit F attached hereto.

         10.      Conditions  Precedent.  This  Amendment  shall  become
effective  upon the  satisfaction  of the following conditions precedent:

         (a)      this  Amendment  has been  executed  by the Credit  Parties,
the  Restructuring  Lenders and the Collateral Agent;

         (b)      the LIFO Restructuring Amendment has been executed by the
parties thereto;

         (c)      Borrower has paid all legal fees and expenses of the Existing
Credit Agreement Agent; and

         (d) Borrower has provided such other items and has satisfied such other
conditions as may be reasonably required by the Restructuring Lenders.

         11. Representations and Warranties. Each Credit Party hereby represents
and  warrants to the  Restructuring  Lenders  that (a) such Credit Party has the
legal  power and  authority  to execute  and  deliver  this  Amendment;  (b) the
officials  executing  this  Amendment  have been duly  authorized to execute and
deliver  the same and bind such  Credit  Party with  respect  to the  provisions
hereof;  (c) the  execution  and  delivery  hereof by such Credit  Party and the
performance and observance by such Credit Party of the provisions  hereof do not
violate or conflict with the  organizational  agreements of such Credit Party or
any law  applicable  to such Credit Party or result in a breach of any provision
of or  constitute a default  under any other  agreement,  instrument or document
binding upon or enforceable  against such Credit Party; (d) no Termination Event
has occurred under the Restructuring  Agreement,  nor will any occur immediately
after the  execution  and delivery of this  Amendment or by the  performance  or
observance of any provision  hereof;  (e) none of the Credit  Parties nor any of
their  respective  Subsidiaries  has any claim or offset against,  or defense or
counterclaim to, any of its obligations or liabilities  under the  Restructuring
Agreement  or  any  Restructuring  Lender  Document;   and  (f)  this  Amendment
constitutes  a valid  and  binding  obligation  of such  Credit  Party  in every
respect, enforceable in accordance with its terms.

         12.      Restructuring  Agreement Unaffected.  Each reference that is
made in the Restructuring  Agreement shall hereafter be construed as a reference
to the  Restructuring  Agreement as amended  hereby.  This Amendment is a
Restructuring  Lender  Document.  Except  as herein  otherwise  specifically
provided,  all  provisions  of the Restructuring Agreement shall remain in full
force and effect and be unaffected hereby.

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

                                       6
<PAGE>


         14.  RELEASE.  AS A CONDITION  PRECEDENT TO THE  EFFECTIVENESS  OF THIS
AMENDMENT, 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  AMENDMENT,  INCLUDING
WITHOUT  LIMITATION,  ANY OF THE FOREGOING  THAT RELATE TO, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY,  THIS AMENDMENT OR ANY 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,  CLAIMS,  COSTS AND  ATTORNEY  FEES OR  EXPENSES  ARISING  OUT OF OR IN
CONNECTION WITH THIS AMENDMENT OR ANY RESTRUCTURING LENDER DOCUMENT.

         15.  Counterparts  This  Amendment  may be  executed  in any  number of
counterparts,  by  different  parties  hereto in  separate  counterparts  and by
facsimile  signature,  each of which when so  executed  and  delivered  shall be
deemed to be an original and all of which taken  together  shall  constitute but
one and the same agreement.

         16.      Governing  Law. The rights and  obligations  of all parties
hereto shall be governed by the laws of the State of Ohio, without regard to
principles of conflicts of laws.

                  [Remainder of page intentionally left blank.]

                                       7
<PAGE>


         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  THE  RESTRUCTURING
AGREEMENT,  THIS  AMENDMENT 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 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.

         IN WITNESS WHEREOF, this Amendment has been duly executed and delivered
as of the date first above written.

                                      BORROWER:

                                     AMCAST INDUSTRIAL CORPORATION

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

                                      GUARANTORS:

                                     ELKHART PRODUCTS CORPORATION

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

                                     AMCAST AUTOMOTIVE OF INDIANA,

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

                                     AS INTERNATIONAL, INC.

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

                                       8
<PAGE>


                                     IZUMI, INC.

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

                                     AMCAST CASTING TECHNOLOGIES, INC.

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

                                     AMCAST INDUSTRIAL FINANCIAL
                                        SERVICES, INC.

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

                                     AMCAST INVESTMENT SERVICES
                                        CORPORATION

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

                                     CASTING TECHNOLOGY COMPANY
                                         By: Amcast Casting Technologies, Inc.,
                                         a General Partner

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

                                       9
<PAGE>


                                       RESTRUCTURING LENDERS:

                                         KEYBANK NATIONAL ASSOCIATION,
                                           as Existing Credit Agreement 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

                                         THE BANK OF NEW YORK

                                         By: /s/ Stephen C. Brennan
                                         Name: Stephen C. Brennan
                                         Title: Vice President

                                         BANK ONE INDIANA, N.A.

                                         By: /s/ Richard Babcock
                                         Name: Richard Babcock
                                         Title: First Vice President

                                         CREDIT AGRICOLE INDOSUEZ

                                         By: /s/ Frederik W. Aase
                                         Name: Frederik W. Aase
                                         Title: Vice President

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

                                         NATIONAL CITY BANK

                                         By: /s/ Neal J. Hinker
                                         Name: Neal J. Hinker
                                         Title: Senior Vice President


                                       10
<PAGE>







                                         U.S. BANK NATIONAL  ASSOCIATION
                                         (successor to Firstar Bank, N.A.),
                                           as an Existing Credit Agreement Bank
                                           and a Line of Credit Lender

                                         By: /s/ Greg Wilson
                                         Name: Greg Wilson
                                         Title: VP


                                         COMERICA BANK

                                         By: /s/ Sarah N. Riggs
                                         Name: Sarah N. Riggs
                                         Title: Account Officer


                                         INTESABCI - NEW YORK BRANCH

                                         By:
                                         Name:
                                         Title:

                                         and
                                         Name:
                                         Title:


                                         UNICREDITO ITALIANO SPA

                                         By:
                                         Name:
                                         Title:

                                         and
                                         Name:
                                         Title:


                                       11
<PAGE>



                                         SAN PAOLO IMI S.p.A.

                                         By: /s/ Luca Sacchi
                                         Name: Luca Sacchi
                                         Title: VP

                                         and /s/ Carlo Persico
                                         Name: Carlo Persico
                                         Title: General Manager


                                         PRINCIPAL LIFE INSURANCE
                                            COMPANY

                                         By: /s/ Debra Svoboda Epp
                                         Name: Debra Svoboda Epp
                                         Title: Counsel

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

                                         THE NORTHWESTERN MUTUAL LIFE
                                            INSURANCE COMPANY

                                         By: /s/ Jeffrey J. Leuken
                                         Name: Jeffrey J. Leuken
                                         Title:  Its Authorized Representative

                                       12

<PAGE>


                                    Exhibit F

                    Description of Monthly Reporting Package

1.       Consolidated operating statements (Month & YTD) vs. Plan vs. prior year
         by facility

2.       13 week running cash flow report

3.       Income statements by facility-trend report

4.       Balance sheets by facility-trend report

5.       Accounts Receivables - borrowing base -consolidated and by facility

6.       Cash  call  weekly  trend  reports  by  facility.  Tracks  inventory  ,
         past  dues,  labor  cost,  capital expenditures and headcount

7.       Cash call end of month  report  -tracks by  facility:  receivables,
         payables,  capital  expenditures  and performance cash flow.

8.       Capital Expenditures - formal Amcast report

9.       Cost Reductions -formal Amcast report

10.       Manning status-formal Amcast report

11.      Past due receivable trend report- consolidated, by facility

12.       Profit drivers- formal Amcast report

13.       Report of major new projects, concerns, etc -"State of Amcast"


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