CREDIT AGREEMENT

                           dated as of August 14, 1997

                                      among

                          AMCAST INDUSTRIAL CORPORATION

                                  as Borrower,

                         VARIOUS FINANCIAL INSTITUTIONS,


                                    as Banks,

                                       and

                          KEYBANK NATIONAL ASSOCIATION

                                    as Agent


<PAGE>


                                TABLE OF CONTENTS

                                                                            Page

ARTICLE I.   DEFINITIONS.....................................................1

ARTICLE II. AMOUNT AND TERMS OF CREDIT......................................14
         SECTION 2.1.      AMOUNT AND NATURE OF CREDIT......................14
         SECTION 2.2.      CONDITIONS TO LOANS AND LETTERS OF CREDIT........20
         SECTION 2.3.      PAYMENT ON NOTES, ETC............................21
         SECTION 2.4.      PREPAYMENT.......................................23
         SECTION 2.5.      COMMITMENT AND OTHER FEES; TERMINATION
                               OR REDUCTION OF COMMITMENT...................24
         SECTION 2.6.      COMPUTATION OF INTEREST AND FEES; DEFAULT
                               RATE.........................................24
         SECTION 2.7.      MANDATORY PAYMENT AND CURRENCY
                               FLUCTUATIONS.................................24
         SECTION 2.8.      EXTENSION OF COMMITMENT..........................25

ARTICLE III.   ADDITIONAL PROVISIONS RELATING TO LIBOR LOANS................25
         SECTION 3.1.      RESERVES OR DEPOSIT REQUIREMENTS, ETC............25
         SECTION 3.2.      TAX LAW, ETC.....................................26
         SECTION 3.3.      EUROCURRENCY DEPOSITS UNAVAILABLE OR
                               INTEREST RATE UNASCERTAINABLE................26
         SECTION 3.4.      INDEMNITY........................................27
         SECTION 3.5.      CHANGES IN LAW RENDERING LIBOR LOANS
                               UNLAWFUL.....................................27
         SECTION 3.6.      FUNDING..........................................27

ARTICLE IV.   CONDITIONS PRECEDENT..........................................27
         SECTION 4.1.      NOTES............................................28
         SECTION 4.2.      GUARANTIES OF PAYMENT OF DEBT....................28
         SECTION 4.3.      OFFICER'S CERTIFICATE, RESOLUTIONS,
                               ORGANIZATIONAL DOCUMENTS.....................28
         SECTION 4.4.      LEGAL OPINIONS...................................28
         SECTION 4.5.      GOOD STANDING CERTIFICATES.......................28
         SECTION 4.6.      AGENT AND LEGAL FEES.............................28
         SECTION 4.7.      LIEN SEARCHES....................................28
         SECTION 4.8.      NO MATERIAL ADVERSE CHANGE.......................28
         SECTION 4.9.      ACQUISITION DOCUMENTS............................28
         SECTION 4.10.     FINANCIAL STATEMENTS OF SPEEDLINE................29
         SECTION 4.11.     WIRE TRANSFER INSTRUCTIONS.......................29
         SECTION 4.12.     MISCELLANEOUS....................................29

ARTICLE V.   COVENANTS......................................................29
         SECTION 5.1.      INSURANCE........................................29
         SECTION 5.2.      MONEY OBLIGATIONS................................29
         SECTION 5.3.      FINANCIAL STATEMENTS.............................29
         SECTION 5.4.      FINANCIAL RECORDS................................30
         SECTION 5.5.      FRANCHISES.......................................30
         SECTION 5.6.      ERISA COMPLIANCE.................................31
         SECTION 5.7.      FINANCIAL COVENANTS..............................31
         SECTION 5.8.      LIENS............................................31
         SECTION 5.9.      REGULATIONS U and X..............................32
         SECTION 5.10.     INVESTMENTS AND LOANS............................32
         SECTION 5.11.     MERGER AND SALE OF ASSETS........................33
         SECTION 5.12.     ACQUISITIONS.....................................33
         SECTION 5.13.     NOTICE...........................................33
         SECTION 5.14.     ENVIRONMENTAL COMPLIANCE.........................33
         SECTION 5.15.     CORPORATE NAMES..................................34
         SECTION 5.16.     SUBSIDIARY GUARANTIES............................34
         SECTION 5.17.     AFFILIATE TRANSACTIONS...........................34
         SECTION 5.18.     ACQUISITION......................................35
         SECTION 5.19.     SYNDICATION OF CREDIT............................35
         SECTION 5.20.     VALUE OF COMPANIES...............................35

ARTICLE VI.  REPRESENTATIONS AND  WARRANTIES................................35
         SECTION 6.1.      CORPORATE EXISTENCE; SUBSIDIARIES; FOREIGN
                               QUALIFICATION................................35
         SECTION 6.2.      CORPORATE AUTHORITY..............................35
         SECTION  6.3.     COMPLIANCE WITH LAWS.............................36
         SECTION 6.4.      LITIGATION AND ADMINISTRATIVE PROCEEDINGS........36
         SECTION 6.5.      TITLE TO ASSETS..................................36
         SECTION 6.6.      LIENS AND SECURITY INTERESTS.....................36
         SECTION 6.7.      TAX RETURNS......................................36
         SECTION 6.8.      ENVIRONMENTAL LAWS...............................37
         SECTION 6.9.      CONTINUED BUSINESS...............................37
         SECTION 6.10.     EMPLOYEE BENEFITS PLANS..........................37
         SECTION 6.11.     CONSENTS OR APPROVALS............................38
         SECTION 6.12.     SOLVENCY.........................................38
         SECTION 6.13.     FINANCIAL STATEMENTS.............................38
         SECTION 6.14.     REGULATIONS......................................38
         SECTION 6.15.     MATERIAL AGREEMENTS..............................39
         SECTION 6.16.     INTELLECTUAL PROPERTY............................39
         SECTION 6.17.     INSURANCE........................................39
         SECTION 6.18.     ACCURATE AND COMPLETE STATEMENTS.................39
         SECTION 6.19.     DEFAULTS.........................................39
<PAGE>

ARTICLE VII.   EVENTS OF DEFAULT............................................40
         SECTION 7.1.      PAYMENTS.........................................40
         SECTION 7.2.      SPECIAL COVENANTS................................40
         SECTION 7.3.      OTHER COVENANTS..................................40
         SECTION 7.4.      REPRESENTATIONS AND WARRANTIES...................40
         SECTION 7.5.      CROSS DEFAULT....................................40
         SECTION 7.6.      ERISA DEFAULT....................................40
         SECTION 7.7.      CHANGE IN OWNERSHIP..............................40
         SECTION 7.8.      MONEY JUDGMENT...................................40
         SECTION 7.9.      MATERIAL ADVERSE CHANGE..........................41
         SECTION 7.10.     GUARANTY OF PAYMENT..............................41
         SECTION 7.11.     SOLVENCY.........................................41

ARTICLE VIII.   REMEDIES UPON DEFAULT.......................................41
         SECTION 8.1.      OPTIONAL DEFAULTS................................42
         SECTION 8.2.      AUTOMATIC DEFAULTS...............................42
         SECTION 8.3.      LETTERS OF CREDIT................................42
         SECTION 8.4.      OFFSETS..........................................42
         SECTION 8.5.      EQUALIZATION PROVISION...........................43

ARTICLE IX.   THE AGENT.....................................................43
         SECTION 9.1.      APPOINTMENT AND AUTHORIZATION....................43
         SECTION 9.2.      NOTE HOLDERS.....................................43
         SECTION 9.3.      CONSULTATION WITH COUNSEL........................43
         SECTION 9.4.      DOCUMENTS........................................44
         SECTION 9.5.      AGENT AND AFFILIATES.............................44
         SECTION 9.6.      KNOWLEDGE OF DEFAULT.............................44
         SECTION 9.7.      ACTION BY AGENT..................................44
         SECTION 9.8.      NOTICES, DEFAULT, ETC............................44
         SECTION 9.9.      INDEMNIFICATION OF AGENT.........................44
         SECTION 9.10.     SUCCESSOR AGENT..................................45

ARTICLE X.   MISCELLANEOUS..................................................45
         SECTION 10.1.     BANKS' INDEPENDENT INVESTIGATION.................45
         SECTION 10.2.     NO WAIVER; CUMULATIVE REMEDIES...................45
         SECTION 10.3.     AMENDMENTS, CONSENTS.............................45
         SECTION 10.4.     NOTICES..........................................46
         SECTION 10.5.     COSTS, EXPENSES AND TAXES........................46
         SECTION 10.6.     INDEMNIFICATION..................................46
         SECTION 10.7.     CAPITAL ADEQUACY.................................47
         SECTION 10.8.     OBLIGATIONS SEVERAL; NO FIDUCIARY
                               OBLIGATIONS..................................47
         SECTION 10.9.     EXECUTION IN COUNTERPARTS........................48
         SECTION 10.10.    BINDING EFFECT; BORROWER'S ASSIGNMENT............48
         SECTION 10.11.    BANK ASSIGNMENTS/PARTICIPATIONS..................48
         SECTION 10.12.    SEVERABILITY OF PROVISIONS; CAPTIONS.............50
         SECTION 10.13.    ENTIRE AGREEMENT.................................50
         SECTION 10.14.    JUDGMENT CURRENCY................................51
         SECTION 10.15.    GOVERNING LAW; SUBMISSION TO JURISDICTION........51
         SECTION 10.16.    LEGAL REPRESENTATION OF PARTIES..................51
         SECTION 10.17.    JURY TRIAL WAIVER................................52
         SCHEDULE 1.........................................................53
         EXHIBIT A REVOLVING  CREDIT
         EXHIBIT B COMPETITIVE BID RATE NOTE
         EXHIBIT C-1 FORM OF COMPETITIVE  BID REQUEST
         EXHIBIT C-2 FORM OF INVITATION FOR COMPETITIVE  BIDS
         EXHIBIT C-3 FORM OF COMPETITIVE  BID
         EXHIBIT D NOTICE OF REVOLVING  LOAN
         EXHIBIT E COMPLIANCE CERTIFICATE
         EXHIBIT F FORM OF ASSIGNMENT AGREEMENT
         ATTACHMENT I TO FORM OF ASSIGNMENT  AGREEMENT
         ATTACHMENT II TO FORM OF ASSIGNMENT  AGREEMENT
         ATTACHMENT  III TO FORM OF ASSIGNMENT  AGREEMENT
         SCHEDULE 6.1 CORPORATE  INFORMATION
         SCHEDULE 6.4  LITIGATION  SCHEDULE
         6.10 ERISA PLANS SCHEDULE
         6.15 MATERIAL AGREEMENTS


<PAGE>

         This Credit Agreement (as it may from time to time be amended, restated
or otherwise modified,  the "Agreement") is made effective as of the 14th day of
August,  1997, among AMCAST INDUSTRIAL  CORPORATION,  an Ohio corporation,  7887
Washington  Village Drive,  Dayton,  Ohio 45459, (the  "Borrower"),  the banking
institutions  named  in  Schedule  1  attached  hereto  and  made a part  hereof
(collectively,  the "Banks",  and  individually,  a "Bank") and KEYBANK NATIONAL
ASSOCIATION,  127 Public Square,  Cleveland,  Ohio 44114-1306,  as Agent for the
Banks under this Agreement ("Agent").

                                   WITNESSETH:

         WHEREAS,   Borrower   and  the  Banks   desire  to  contract   for  the
establishment  of credits in the aggregate  principal  amounts  hereinafter  set
forth,  to be made  available  to  Borrower  upon the terms and  subject  to the
conditions hereinafter set forth;

         NOW, THEREFORE, it is mutually agreed as follows:

                             ARTICLE I. DEFINITIONS

         As used in this Agreement, the following terms shall have the following
meanings:

         "Absolute Rate Auction" shall mean a solicitation  of Competitive  Bids
setting forth Competitive Bid Absolute Rates pursuant to Section 2.1C hereof.

         "Adjusted  LIBOR"  shall  mean a rate per annum  equal to the  quotient
obtained  (rounded  upwards,  if  necessary,  to the  nearest  1/100th of 1%) by
dividing (a) the applicable LIBOR rate by (b) 1.00 minus the Reserve Percentage.

         "Adjusted  Prime  Rate" shall mean the greater of (a) the Prime Rate or
(b)  one-half of one percent  (1/2%) in excess of the  Federal  Funds  Effective
Rate. Any change in the Adjusted Prime Rate shall be effective  immediately from
and after such change in the Adjusted Prime Rate.

         "Advantage"  shall  mean  any  payment  (whether  made  voluntarily  or
involuntarily,  by offset of any  deposit or other  indebtedness  or  otherwise)
received  by any Bank in respect of the Debt,  if such  payment  results in that
Bank having less than its pro rata share of the Debt then outstanding,  than was
the case immediately before such payment.

         "Applicable Commitment Fee Rate" shall mean:

         (a) for the period from the  Closing  Date  through the fiscal  quarter
ending on or about April 30, 1998, twenty (20) basis points; and

                                       1
<PAGE>

         (b)  commencing  on February 28,  1998,  the number of basis points set
forth in the  following  matrix  based on the result of the  computation  of the
Leverage Ratio for the most recently completed four (4) fiscal quarters (subject
to the Proviso)  shall be used to establish the number of basis points that will
go into effect on May 1, 1998 and thereafter:


--------------------------------------------- ---------------------
           Leverage Ratio                     Applicable Commitment
                                                  Fee Rate
--------------------------------------------- ---------------------

Greater than or equal to 3.50 to 1.00         35   basis points
--------------------------------------------- ---------------------
Greater than or equal to 3.25 to 1.00
  but less than 3.50 to 1.00                  30   basis points
--------------------------------------------- ---------------------
Greater than or equal to 3.00 to 1.00
  but less than 3.25 to 1.00                  25   basis points
--------------------------------------------- ---------------------
Greater than or equal to 2.75 to 1.00
  but less than 3.00 to 1.00                  20   basis points
--------------------------------------------- ---------------------
Greater than or equal to 2.50 to 1.00
  but less than 2.75 to 1.00                  17.5 basis points
--------------------------------------------- ---------------------
Greater than or equal to 2.00 to 1.00
  but less than 2.50 to 1.00                  15   basis points
--------------------------------------------- ---------------------
Less than 2.00 to 1.00                        12.5 basis points
--------------------------------------------- ---------------------

Changes to the  Applicable  Commitment  Fee Rate shall be effective on the first
day of each month following the date upon which Agent received,  or, if earlier,
should have received,  pursuant to Section 5.3 hereof, the financial  statements
of the Companies. The above matrix does not modify or waive, in any respect, the
requirements  of  Section  5.7  hereof,  the  rights of the Banks to charge  the
Default Rate,  or the rights and remedies of the Banks  pursuant to Articles VII
and VIII hereof.

         "Applicable LIBOR Margin" shall mean:

         (a) for the period from the  Closing  Date  through the fiscal  quarter
ending on or about April 30, 1998, sixty two and one-half (62.5) basis points;

         (b)  commencing  on February 28,  1998,  the number of basis points set
forth in the  following  matrix  based on the result of the  computation  of the
Leverage Ratio for the most recently completed four (4) fiscal quarters (subject
to the Proviso)  shall be used to establish the number of basis points that will
go into effect on May 1, 1998 and thereafter:

--------------------------------------------- -----------------
                                              Applicable LIBOR
           Leverage Ratio                          Margin
--------------------------------------------- -----------------
Greater than or equal to 3.50 to 1.00         125  basis points
--------------------------------------------- -----------------
Greater than or equal to 3.25 to 1.00
but less than 3.50 to 1.00                    100  basis points
--------------------------------------------- -----------------
Greater than or equal to 3.00 to 1.00
but less than 3.25 to 1.00                    75   basis points
--------------------------------------------- -----------------
Greater than or equal to 2.75 to 1.00
but less than 3.00 to 1.00                    62.5 basis points
--------------------------------------------- -----------------

                                       2
<PAGE>

Greater than or equal to 2.50 to 1.00
but less than 2.75 to 1.00                    50   basis points
--------------------------------------------- -----------------

Greater than or equal to 2.00 to 1.00
but less than 2.50 to 1.00                    40   basis points
--------------------------------------------- -----------------

Less than 2.00 to 1.00                        30   basis points
--------------------------------------------- -----------------

Changes to the  Applicable  LIBOR  Margin shall be effective on the first day of
each month following the date upon which Agent received, or, if earlier,  should
have received,  pursuant to Section 5.3 hereof, the financial  statements of the
Companies.  The above  matrix  does not  modify or waive,  in any  respect,  the
requirements  of  Section  5.7  hereof,  the  rights of the Banks to charge  the
Default Rate,  or the rights and remedies of the Banks  pursuant to Articles VII
and VIII hereof.

         "Acquisition" shall mean the acquisition of the stock of  Speedline  by
Levante S.p.A., an Italian corporation.

         "Acquisition Documents" shall mean the Share Purchase Agreement and all
documents, instruments, and agreements referenced therein and related thereto in
connection with the sale of shares pursuant to the Share Purchase Agreement.

         "Business  Day"  shall  mean a day of the year on which  banks  are not
required or  authorized  to close in  Cleveland,  Ohio,  and, if the  applicable
Business Day relates to any LIBOR Loan, on which  dealings are carried on in the
London interbank eurodollar market.

         "Casting"  shall mean Casting  Technology  Company,  an Indiana general
partnership.

         "Casting  Guaranty"  shall mean the  guaranty  of  Borrower  of certain
indebtedness  of Casting,  existing  prior to the Closing Date,  which  guaranty
shall  in  no  event   exceed  the  amount  of  Twenty  Five   Million   Dollars
($25,000,000).

         "Closing Date" shall mean the effective date of this Agreement.

         "Code"  shall  mean the  Internal  Revenue  Code of 1986,  as  amended,
together with the rules and regulations promulgated thereunder.

         "Commitment"  shall mean the obligation  hereunder of the Banks to make
Loans  pursuant to the Revolving  Credit  Commitments  and to participate in the
issuance  of  Letters  of Credit up to the Total  Commitment  Amount  during the
Commitment  Period (or such  lesser  amount as shall be  determined  pursuant to
Section 2.5 hereof).

         "Commitment  Percentage"  shall mean, for each Bank, the percentage set
forth opposite such Bank's name under the column headed "Commitment  Percentage"
as described in Schedule 1 hereof.

                                       3
<PAGE>


         "Commitment  Period"  shall mean the period  from the  Closing  Date to
August 14, 2002,  or such earlier date on which the  Commitment  shall have been
terminated pursuant to Article VIII hereof.

         "Company"  shall mean Borrower and any Subsidiary,  including,  without
limitation, Speedline.

         "Companies" shall mean Borrower and all of its Subsidiaries, including,
without limitation, Speedline.

         "Competitive  Bid" shall mean an offer by a Bank to make a  Competitive
Bid Loan in accordance with Section 2.1C hereof.

         "Competitive  Bid  Absolute  Rate"  shall have the meaning set forth in
subpart (d) of Section 2.1C hereof.

         "Competitive  Bid Absolute Rate Loan" shall mean a Loan to be made by a
Bank pursuant to an Absolute Rate Auction.

         "Competitive Bid Interest Period" shall mean:

                  (a) with respect to a Competitive  Bid LIBOR Loan, a period of
         one (1), two (2), three (3), or six (6) Months (as established  through
         the LIBOR Auction), commencing on the applicable borrowing date of each
         Competitive Bid LIBOR Loan and ending on each Interest  Adjustment Date
         with respect thereto; provided,  however, that if any such period would
         be  affected by a reduction  in  Commitment  as provided in Section 2.5
         hereof,  prepayment or conversion  rights or obligations as provided in
         Section 2.1 or 3.5 hereof,  or maturity of such  Competitive  Bid LIBOR
         Loan as provided in Section 2.1 hereof,  such period shall be shortened
         to end on the date such Loan is to be prepaid or converted  pursuant to
         such provisions. Each Competitive Bid LIBOR Loan shall be repaid on the
         last day of the applicable Competitive Bid Interest Period; and

                  (b) with respect to a Competitive  Bid Absolute Rate Loan, the
         period  commencing on the date of such borrowing and ending such number
         of days  thereafter  (but not less than seven (7) days and not  greater
         than one hundred eighty (180) days (as established through the Absolute
         Rate  Auction);  provided,  however,  that if any such period  would be
         affected  by a  reduction  in  Commitment  as  provided  in Section 2.5
         hereof,  prepayment  obligations as provided in Section 2.1 hereof,  or
         maturity  of such  Competitive  Bid  Absolute  Rate Loan as provided in
         Section 2.1 hereof,  such period  shall be shortened to end on the date
         such  Loan  is  to  be  prepaid  pursuant  to  such  provisions.   Each
         Competitive  Bid Absolute  Rate Loan shall be repaid on the last day of
         the applicable Competitive Bid Interest Period.

         "Competitive  Bid LIBOR  Loan"  shall  mean a Loan to be made by a Bank
pursuant to a LIBOR Auction.

                                       4
<PAGE>

         "Competitive Bid Loan" shall mean a fixed rate Loan granted to Borrower
by a Bank in accordance with Section 2.1C hereof.

         "Competitive  Bid  Margin"  shall have the meaning set forth in subpart
(d) of Section 2.1C hereof.

         "Competitive  Bid Rate Note" shall mean any  Competitive  Bid Rate Note
executed and delivered pursuant to Section 2.1C hereof.

         "Consolidated" shall mean the resultant  consolidation of the financial
statements of Borrower and its Subsidiaries in accordance with GAAP.

         "Consolidated  Depreciation,  Obsolescence  and  Amortization  Charges"
shall  mean the  aggregate  of all such  charges  for  fixed  assets,  leasehold
improvements  and  general  intangibles  (specifically  including  goodwill)  of
Borrower  and its  Subsidiaries  for the period in question as  determined  on a
Consolidated basis and in accordance with GAAP.

         "Consolidated EBIT" shall mean, for any period, on a Consolidated basis
for Borrower and its Subsidiaries, the sum of the amounts for such period of:

                (a) Consolidated Net Earnings,  provided that: (i) all gains and
         all losses realized by Borrower and its  Subsidiaries  upon the sale or
         other disposition (including, without limitation,  pursuant to sale and
         leaseback  transactions)  of property  or assets  which are not sold or
         otherwise  disposed of in the ordinary course of business,  or pursuant
         to the sale of any capital stock of Borrower or any  Subsidiary,  shall
         be excluded from such Consolidated Net Earnings, (ii) all items of gain
         or loss which are properly  classified as  extraordinary  in accordance
         with GAAP shall be excluded from such  Consolidated  Net Earnings,  and
         (iii) all items which are properly  classified in accordance  with GAAP
         as cumulative effects of accounting changes shall be excluded from such
         Consolidated Net Earnings;

                (b)  Consolidated Interest Expense; and

                (c)  charges for federal, state, local and foreign income taxes;
         provided, however,that in determining Consolidated EBIT with respect to
         Speedline and its Subsidiaries ("Speedline EBIT"):(i)for the fiscal
         quarter  of  Borrower  which  ends  on  or  about  November  30,  1997,
         Speedline  EBIT for  such quarter  shall  be  multiplied  by 3/2,  (ii)
         for the fiscal  quarter of Borrower which ends on or about February 28,
         1998,  Speedline EBIT  for such  quarter shall  be  multiplied by  6/5,
         (iii) for the fiscal quarter of Borrower which ends on or about May 31,
         1998,  Speedline EBIT for such quarter shall be multiplied by 9/8,  and
         (iv) for  the  fiscal  quarter  of  Borrower  which  ends  on or  about
         August 31, 1998,  Speedline EBIT for such quarter  shall be  multiplied
         by 12/11.

                                       5
<PAGE>

         "Consolidated  EBITDA"  shall  mean,  for any period on a  Consolidated
basis for Borrower and its Subsidiaries,  the sum of the amounts for such period
of:
                  (a)  Consolidated  Net Earnings,  provided that: (i) all gains
         and all losses realized by Borrower and its Subsidiaries  upon the sale
         or other disposition (including,  without limitation,  pursuant to sale
         and leaseback transactions) of property or assets which are not sold or
         otherwise  disposed of in the ordinary course of business,  or pursuant
         to the sale of any capital stock of Borrower or any  Subsidiary,  shall
         be excluded from such Consolidated Net Earnings, (ii) all items of gain
         or loss which are properly  classified as  extraordinary  in accordance
         with GAAP shall be excluded from such  Consolidated  Net Earnings,  and
         (iii) all items which are properly  classified in accordance  with GAAP
         as cumulative effects of accounting changes shall be excluded from such
         Consolidated Net Earnings;

                  (b)  Consolidated Interest Expense;

                  (c)  charges  for  federal,  state , local and foreign  income
         taxes; and

                  (d)  Consolidated Depreciation, Obsolescence and  Amortization
          Charges;

provided,  however,  that in  determining  Consolidated  EBITDA with  respect to
Speedline and its Subsidiaries  ("Speedline EBITDA"): (i) for the fiscal quarter
of Borrower which ends on or about November 30, 1997,  Speedline EBITDA for such
quarter  shall be  multiplied  by 3/2,  (ii) for the fiscal  quarter of Borrower
which ends on or about  February  28,  1998,  Speedline  EBITDA for such quarter
shall be multiplied by 6/5,  (iii) for the fiscal quarter of Borrower which ends
on or about May 31, 1998,  Speedline EBITDA for such quarter shall be multiplied
by 9/8,  and (iv) for the  fiscal  quarter  of  Borrower  which ends on or about
August 31, 1998, Speedline EBITDA for such quarter shall be multiplied by 12/11.

         "Consolidated  Interest  Expense" shall mean, for any period,  interest
expense of  Borrower  and its  Subsidiaries  for such  period,  determined  on a
Consolidated  basis and in  accordance  with GAAP;  provided,  however,  that in
determining  Consolidated  Interest  Expense with  respect to Speedline  and its
Subsidiaries  ("Speedline  Interest  Expense"):  (i) for the  fiscal  quarter of
Borrower which ends on or about November 30, 1997,  Speedline  Interest  Expense
for such quarter  shall be  multiplied  by 3/2,  (ii) for the fiscal  quarter of
Borrower which ends on or about February 28, 1998,  Speedline  Interest  Expense
for such quarter  shall be multiplied  by 6/5,  (iii) for the fiscal  quarter of
Borrower  which ends on or about May 31, 1998,  Speedline  Interest  Expense for
such quarter  shall be  multiplied  by 9/8,  and (iv) for the fiscal  quarter of
Borrower which ends on or about August 31, 1998,  Speedline Interest Expense for
such quarter shall be multiplied by 12/11.

         "Consolidated   Net  Earnings"   shall  mean,   for  any  period,   the
Consolidated net income (loss) of Borrower and its Subsidiaries for such period,
determined in accordance with GAAP.

         "Consolidated  Net Worth"  shall mean,  at any date,  the  Consolidated
shareholders'  equity of Borrower and its  Subsidiaries,  determined  as of such
date in accordance with GAAP.

                                       6
<PAGE>

         "Controlled  Group" shall mean a Company and each  "person" (as therein
defined)  required to be aggregated  with a Company under Code Sections  414(b),
(c), (m) or (o).

         "Debt" shall mean, collectively,  all Indebtedness incurred by Borrower
to the Banks  pursuant to this  Agreement  and  includes  the  principal  of and
interest  on all Notes and each  extension,  renewal or  refinancing  thereof in
whole or in part, the  commitment  fees,  other fees and any prepayment  premium
payable hereunder.

         "Default  Rate"  shall mean a rate per annum which shall be two percent
(2%) in excess of the Prime Rate from time to time in effect.

         "Derived LIBOR Rate" shall mean a rate per annum which shall be the sum
of the Applicable LIBOR Margin plus Adjusted LIBOR.

         "Dollar" and the sign "$" shall mean lawful money of the United  States
of America.

         "Dollar  Equivalent"  of a  Eurocurrency  Loan  shall  mean the  Dollar
equivalent of the amount of such Eurocurrency  Loan,  determined by Agent on the
basis of its spot rate at  approximately  11:00 A.M. London time on the date two
(2) Business Days before the date of such  Eurocurrency Loan for the purchase of
the  relevant  Eurocurrency  with  Dollars  for  delivery  on the  date  of such
Eurocurrency  Loan. Agent shall notify Borrower of the Dollar Equivalent of such
Eurocurrency Loan at the time that Dollar Equivalent is determined.

         "Environmental  Laws"  shall  mean  all  provisions  of law,  statutes,
ordinances,   rules,   regulations,   permits,   licenses,   judgments,   writs,
injunctions, decrees, orders, awards and standards promulgated by the government
of the United States of America or any other  country whose laws are  applicable
to any  Company  or  wherein  any  Company  does  business,  or by any  state or
municipality  thereof,  or by any  court,  agency,  instrumentality,  regulatory
authority or commission of any of the foregoing  concerning  health,  safety and
protection  of,  or  regulation  of  the  discharge  of  substances   into,  the
environment.

         "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as amended from time to time, and the rules and regulations promulgated pursuant
thereto.

         "ERISA  Event" shall mean:  (a) the existence of any condition or event
with  respect  to an ERISA Plan which  presents a risk of the  imposition  of an
excise tax or any other liability on a Company or of the imposition of a Lien on
the  assets of a  Company,  (b) a  Controlled  Group  member  has  engaged  in a
non-exempt "prohibited  transaction" (as defined under ERISA Section 406 or Code
Section 4975) or a breach of a fiduciary  duty under ERISA which could result in
liability to a Company,  (c) a Controlled  Group member has applied for a waiver
from the minimum  funding  requirements of Code Section 412 or ERISA Section 302
or a Controlled  Group member is required to provide security under Code Section
401(a)(29)  or ERISA  Section 307, (d) a  "reportable  event" (as defined  under
ERISA  Section  4043) has occurred  with respect of any Pension Plan as to which

                                       7
<PAGE>

notice is required to be provided to the PBGC, (e) a Controlled Group member has
withdrawn from a  Multi-employer  Plan in a "complete  withdrawal" or a "partial
withdrawal"  (as such  terms  are  defined  in  ERISA  Sections  4203 and  4205,
respectively),  (f)  a  Multi-employer  Plan  is  in  or  is  likely  to  be  in
reorganization  under  ERISA  Section  4241,  (g) an ERISA Plan (and any related
trust) which is intended to be qualified  under Code  Sections 401 and 501 fails
to be so  qualified or any "cash or deferred  arrangement"  under any such ERISA
Plan fails to meet the  requirements of Code Section 401(k),  (h) the PBGC takes
any steps to  terminate  a Pension  Plan or  appoint a trustee to  administer  a
Pension  Plan,  or a Controlled  Group member takes steps to terminate a Pension
Plan,  (i) a  Controlled  Group  member or an ERISA Plan  fails to  satisfy  any
requirements  of law  applicable to an ERISA Plan,  (j) a claim,  action,  suit,
audit or  investigation  is pending or threatened with respect to an ERISA Plan,
other than a routine claim for benefits, or (k) a Controlled Group member incurs
or is expected to incur any liability  for  post-retirement  benefits  under any
Welfare  Plan,  other than as required by ERISA  Section  601,  et. seq. or Code
Section 4980B.

         "ERISA Plan" shall mean an "employee  benefit plan" (within the meaning
of ERISA  Section  3(3)) that a Controlled  Group  member at any time  sponsors,
maintains, contributes to, has liability with respect to or has an obligation to
contribute to such plan.

         "Eurocurrency" shall mean Eurodollars, Deutsche Marks, Pounds Sterling,
French Francs,  Italian Lira, Swiss Francs, Belgian Francs or any other non-U.S.
currency agreed to by Agent and the Banks.

         "Eurocurrency  Liabilities"  has the  meaning  assigned to that term in
Regulation  D of the Board of  Governors of the Federal  Reserve  System,  as in
effect from time to time.

         "Eurocurrency   Loan"  shall  mean  a  Loan  which  is  denominated  in
Eurocurrency.

         "Eurodollar" shall mean a Dollar denominated  deposit in a bank or bank
branch outside of the United States.

         "Event of  Default"  shall  mean an  event,  condition  or thing  which
constitutes an event of default as defined in Article VII hereof.

         "Federal  Funds  Effective  Rate" shall mean for any day,  the rate per
annum  (rounded  upward to the nearest  1/100 of one  percent)  announced by the
Federal  Reserve  Bank of New York (or any  successor)  on such day as being the
weighted average of the rates on overnight federal funds  transactions  arranged
by federal funds brokers on the previous  trading day, as computed and announced
by such Federal Reserve Bank (or any successor) in substantially the same manner
as such Federal  Reserve Bank  computes and  announces  the weighted  average it
refers  to as the  "Federal  Funds  Effective  Rate"  as of  the  date  of  this
Agreement.

         "Financial  Officer"  shall mean any of the following  officers:  chief
executive  officer,  president,  chief  financial  officer,  vice  president  of
finance, treasurer, or vice president and controller.

                                       8
<PAGE>

         "Funded  Indebtedness"  shall  mean all  Indebtedness  that is  funded,
including, but not limited to, current, long-term and Subordinated Indebtedness,
if any.

         "GAAP" shall mean generally accepted  accounting  principles as then in
effect,which shall include the official interpretations thereof by the Financial
Accounting  Standards  Board,  applied  on a  basis  consistent  with  the  past
accounting practices and procedures of Borrower.

         "Guarantor"  shall mean one who  pledges  its credit or property in any
manner for the payment or other  performance  of the  indebtedness,  contract or
other  obligation  of another and includes  (without  limitation)  any guarantor
(whether of payment or of  collection),  surety,  co-maker,  endorser or one who
agrees  conditionally  or otherwise to make any purchase,  loan or investment in
order thereby to enable another to prevent or correct a default of any kind.

         "Guarantor  of  Payment"  shall  mean  any  one  of  Elkhart   Products
Corporation,  an Indiana  corporation,  Wheeltek,  Inc., an Indiana corporation,
Amcast  Investment  Services  Corporation,   a  Delaware  corporation,   and  AS
International,  Inc.,  a  Delaware  corporation,  which are each  executing  and
delivering  a Guaranty of Payment,  or any other  Person  which shall  deliver a
Guaranty  of Payment to Agent for the  benefit  of the Banks  subsequent  to the
Closing Date.

         "Guaranty of Payment"  shall mean each of the  guaranties of payment of
debt executed and  delivered on or after the date hereof in connection  herewith
by the  Guarantors  of  Payment,  as the same may be from time to time  amended,
restated or otherwise modified.

         "Indebtedness" shall mean, for any Company (a) all obligations to repay
borrowed money, direct or indirect,  incurred,  assumed, or guaranteed,  (b) all
obligations  for the deferred  purchase price of capital assets  excluding trade
payables,  (c) all obligations  under conditional sales or other title retention
agreements,  (d) all lease  obligations which have been or should be capitalized
on the books of such  Company in  accordance  with GAAP,  (e) all  reimbursement
obligations  (contingent  or  otherwise)  under any letter of  credit,  banker's
acceptance, interest rate swap, cap, collar or floor agreement or other interest
rate management device, and (f) any other transaction (including forward sale or
purchase agreements or agreements for the sale of receivables on a full recourse
basis) having the commercial effect of a borrowing of money entered into by such
Company to finance its  operations  or capital  requirements;  provided that the
term  Indebtedness for purposes of calculation of the Leverage Ratio,  shall not
include the Casting Guaranty.

         "Insurance  Company  Loans"  shall  mean the 7.09%  Senior  Notes,  due
November 7, 2005, issued by Borrower in the original aggregate  principal amount
of Fifty Million Dollars ($50,000,000) and originally issued to Principal Mutual
Life Insurance  Company and Northwestern  Mutual Life Insurance  Company and the
9.0%  Senior  Notes,  due 1999  issued by  Borrower  in the  original  aggregate
principal amount of Ten Million Dollars ($10,000,000) issued to Principal Mutual
Life Insurance Company and the Northwestern Mutual Life Insurance Company.

         "Interest  Adjustment  Date"  shall mean the last day of each  Interest
Period or Competitive Bid Interest Period, as applicable.

                                       9
<PAGE>

         "Interest  Period" shall mean a period of one (1), two (2),  three (3),
or six (6)  Months  (as  selected  by  Borrower)  commencing  on the  applicable
borrowing  or  conversion  date of each LIBOR  Loan and ending on each  Interest
Adjustment Date with respect thereto; provided, however, that if any such period
would be  affected  by a  reduction  in  Commitment  as  provided in Section 2.5
hereof,  prepayment or conversion  rights or  obligations as provided in Section
2.1 or 3.5  hereof,  or  maturity  of such LIBOR Loan as provided in Section 2.1
hereof,  such period  shall be  shortened  to end on the date such Loan is to be
prepaid or converted pursuant to such provisions.  If Borrower fails to select a
new  Interest  Period  with  respect  to  an  outstanding  LIBOR  Loan  that  is
denominated  in  Eurodollars  at least  three  (3)  Business  Days  prior to any
Interest  Adjustment Date, Borrower shall be deemed to have converted such LIBOR
Loan to a Prime Rate Loan at the end of the then  current  Interest  Period.  If
Borrower  fails to select a new Interest  Period with respect to an  outstanding
LIBOR Loan that is denominated in a Eurocurrency other than Eurodollars at least
three (3) Business Days prior to any Interest  Adjustment  Date, such Loan shall
be repaid on the last day of the applicable Interest Period.

         "Letter of Credit" shall mean any standby  letter of credit which shall
be issued by Agent for the benefit of Borrower, including amendments thereto, if
any, and shall have an expiration  date no later than fifteen (15) days prior to
the last day of the Commitment Period.

         "Leverage  Ratio" shall mean,  for the time period in question and on a
Consolidated  basis and in accordance  with GAAP, the ratio for the Companies of
all Funded Indebtedness to Consolidated EBITDA.

         "LIBOR" shall mean the average (rounded upward to the nearest 1/16th of
1%) of the per annum rates at which deposits in immediately  available  funds in
the  relevant  Eurocurrency  or  Dollars  for the  relevant  Interest  Period or
Competitive Bid Interest Period,  as applicable,  and in the amount of the LIBOR
Loan to be disbursed or to remain  outstanding,  as the case may be, during such
Interest Period or Competitive Bid Interest Period,  as applicable,  are offered
to the  Reference  Bank by prime  banks in any  Eurocurrency  market  reasonably
selected by the Reference  Bank,  determined as of 11:00 A.M. London time (or as
soon thereafter as practicable), two (2) Business Days prior to the beginning of
the relevant  Interest Period or Competitive Bid Interest Period, as applicable,
pertaining to a LIBOR Loan hereunder.

         "LIBOR Auction" shall mean a solicitation  of Competitive  Bids setting
forth Competitive Bid Margins for a Loan that is in Eurodollars and based on the
London interbank offered rate pursuant to Section 2.1C hereof.

         "LIBOR Loan" shall mean a Eurocurrency Loan on which Borrower shall pay
interest at a rate based on LIBOR.

         "Lien"  shall  mean any  mortgage,  security  interest,  lien,  charge,
encumbrance  on,  pledge or  deposit  of,  or  conditional  sale or other  title
retention agreement with respect to any property or asset.

                                       10
<PAGE>

         "Loan" or "Loans"  shall mean the credit to  Borrower  extended  by the
Banks in accordance with Section 2.1A or C hereof.

         "Loan Documents" shall mean this Agreement,  each of the Notes, each of
the Guaranties of Payment,  all documentation  relating to each Letter of Credit
and any other documents relating to any of the foregoing.

         "Majority  Banks"  shall  mean,  at any  time,  Banks  having  at least
fifty-one  percent (51%) of the Total Commitment  Amount,  or, if the Commitment
shall have been  terminated,  having at least  fifty-one  (51%) of the aggregate
unpaid principal amount of the Loans, or, if no Commitments are in effect and no
Loans are outstanding,  Banks which had at least fifty-one  percent (51%) of the
Commitment at the time of termination.

         "Month", with respect to an Interest Period or Competitive Bid Interest
Period,  as applicable,  shall mean the interval between the days in consecutive
calendar  months  numerically  corresponding  to the first day of such  Interest
Period  (or  Competitive  Bid  Interest  Period).  If any  Interest  Period  (or
Competitive  Bid Interest  Period) begins on a day of a calendar month for which
there is no  numerically  corresponding  day in the month in which such Interest
Period (or Competitive  Bid Interest  Period) is to end, the final month of such
Interest Period (or  Competitive Bid Interest  Period) shall be deemed to end on
the last Business Day of such final month.

         "Multi-employer  Plan" shall mean a Pension Plan that is subject to the
requirements of Subtitle E of Title IV of ERISA.

         "Note" or "Notes " shall mean any Revolving  Credit Note or Notes,  any
Competitive Bid Rate Note or Notes, or any other note delivered pursuant to this
Agreement.

         "Obligor"  shall  mean one  whose  credit or any of whose  property  is
pledged  to the  payment  of the  Debt and  includes,  without  limitation,  any
Guarantor.

         "PBGC"  shall mean the Pension  Benefit  Guaranty  Corporation,  or its
successor.

         "Pension Plan" shall mean an ERISA Plan that is a "pension plan" within
the meaning of ERISA Section 3(2).

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

         "Prime Rate" shall mean the interest rate established from time to time
by Agent as Agent's prime rate, whether or not such rate is publicly  announced;
the  Prime  Rate may not be the  lowest  interest  rate  charged  by  Agent  for
commercial or other extensions of credit. Each change in the Prime Rate shall be
effective immediately from and after such change.

                                       11
<PAGE>

         "Prime  Rate  Loan"  shall  mean a Loan on  which  Borrower  shall  pay
interest at a rate based on the Prime Rate.

         "Proviso"  shall mean that for Borrower's  fiscal quarters ending prior
to the fiscal year ending on or about August 31, 1998,  Consolidated  EBITDA, as
referred to in the Leverage Ratio,  shall be calculated as follows:  (a) for the
fiscal year ending on or about  August 31,  1997,  Consolidated  EBITDA shall be
calculated as disclosed in the pro forma statement provided by Borrower to Agent
on or  about  July 30,  1997,  (b) for the  fiscal  quarter  ending  on or about
November 30, 1997,  Consolidated  EBITDA shall be annualized by multiplying  the
Consolidated  EBITDA for that  fiscal  quarter  by four (4),  (c) for the fiscal
quarter  ending on or about  February  28,  1998,  Consolidated  EBITDA shall be
annualized by multiplying  the  Consolidated  EBITDA for that fiscal quarter and
the previous fiscal quarter by two (2), and (d) for the fiscal quarter ending on
or about May 31, 1998,  Consolidated  EBITDA shall be annualized by  multiplying
the  Consolidated  EBITDA for that  fiscal  quarter  and the three (3)  previous
fiscal quarters by one and one-third (1.333).

         "Reference Bank" shall mean the Cayman Islands branch office of KeyBank
National Association.

         "Related  Writing"  shall mean the Loan  Documents and any  assignment,
mortgage,  security  agreement,  guaranty  agreement,  subordination  agreement,
financial  statement,  audit report or other writing furnished by Borrower,  any
Subsidiary or any Obligor, or any of their respective officers,  to Agent or the
Banks pursuant to or otherwise in connection with this Agreement.

         "Reserve Percentage" shall mean for any day that percentage  (expressed
as a decimal  rounded up to the nearest  1/100 of 1%) which is in effect on such
day, as prescribed by the Board of Governors of the Federal  Reserve  System (or
any successor)  for  determining  the maximum  reserve  requirement  (including,
without  limitation,  all basic,  supplemental,  marginal and other reserves and
taking into account any transitional  adjustments or other scheduled  changes in
reserve  requirements)  for a  member  bank of the  Federal  Reserve  System  in
Cleveland,  Ohio, in respect of  Eurocurrency  Liabilities.  The Adjusted  LIBOR
shall be adjusted automatically on and as of the effective date of any change in
the Reserve Percentage.

         "Revolving Credit  Commitment"  shall mean the obligation  hereunder of
each  Bank,  during  the  Commitment  Period,  to make  Revolving  Loans  and to
participate in the issuance of Letters of Credit,  up to the aggregate amount of
Dollars (or its Dollar  Equivalent  in  Eurocurrency)  set forth  opposite  such
Bank's  name under the column  headed  "Maximum  Amount" as listed in Schedule 1
hereof (or such  lesser  amount as shall be  determined  pursuant to Section 2.5
hereof).

         "Revolving  Credit Note" shall mean any Revolving  Credit Note executed
and delivered pursuant to Section 2.1A hereof.

         "Revolving  Loan" shall mean a Loan granted to Borrower by the Banks in
accordance with Section 2.1A hereof.

                                       12
<PAGE>

         "Seller" shall mean the Corporate  Sellers and the Individual  Sellers,
each as defined in the Share Purchase Agreement.

         "Share  Purchase  Agreement"  shall  mean  that certain Share  Purchase
Agreement between Borrower,  Speedline International Holding B.V., Gerance S.A.,
San Marco Finanziaria  S.p.A., Mr. Antonio Zacchello,  Mr. Giancarlo  Zacchello,
Mr. Gianni Zacchello,  Mr. Franco Zacchello and Ms. Graziella  Zacchello,  dated
July 18/21  1997, as the same may be from time to time amended, supplemented  or
otherwise modified.

         "Speedline" shall mean Speedline S.p.A., a company organized under  the
laws of Italy, and each of its Subsidiaries.

         "Subordinated",  as  applied  to  Indebtedness,  shall  mean  that  the
Indebtedness has been subordinated (by written terms or written agreement being,
in either case,  in form and substance  satisfactory  to Agent and the Banks) in
favor of the prior payment in full of the Debt.

         "Subsidiary" of a Company or any of its  Subsidiaries  shall mean (a) a
corporation  more than fifty  percent (50%) of the voting power or capital stock
of which is owned, directly or indirectly,  by a Company or by one or more other
Subsidiaries  of a Company  or by a Company  and one or more  Subsidiaries  of a
Company,  (b) a partnership or limited liability company of which a Company, one
or  more  other  Subsidiaries  of a  Company  or  a  Company  and  one  or  more
Subsidiaries  of a Company,  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 a Company,  one or more other Subsidiaries of a Company or
such Person, directly or indirectly,  has at least a majority ownership interest
or the power to direct the policies,  management and affairs thereof;  provided,
however,  that the term  "Subsidiary"  shall not be construed to include  either
Amcast  Casting  Technologies,  Inc.,  an  Indiana  corporation  and  partner of
Casting, or Casting.

         "Total  Commitment  Amount" shall mean the obligation  hereunder of the
Banks,  during the  Commitment  Period,  to make Loans and to participate in the
issuance of Letters of Credit up to the maximum  aggregate  principal  amount of
Two Hundred  Million Dollars  ($200,000,000)  (or such lesser amount as shall be
determined  pursuant to Section 2.5  hereof).  For purposes of  determining  the
Total Commitment  Amount, the amount utilized by each Eurocurrency Loan shall be
the  Dollar  Equivalent  amount  of each such  Eurocurrency  Loan as of the most
recent Interest Adjustment Date.

         "Unmatured  Event of Default"  shall mean an event,  condition or thing
which constitutes, or which with the lapse of any applicable grace period or the
giving of notice or both would constitute, an Event of Default and which has not
been  appropriately  waived by the Majority Banks in writing or fully  corrected
prior to becoming an actual Event of Default.

         "Voting  Stock" shall mean stock of a corporation of a class or classes
having general voting power under ordinary  circumstances to elect a majority of
the board of directors,  managers or trustees of such corporation  (irrespective

                                       13
<PAGE>

of whether or not at the time stock of any other class or classes  shall have or
might have voting power by the reason of the happening of any contingency).

         "Welfare Plan" shall mean an ERISA Plan that is a "welfare plan" within
the meaning of ERISA Section 3 (1).

         "Wholly-Owned  Subsidiary"  shall  mean  each  Subsidiary  all of whose
outstanding stock, other than directors' qualifying shares, shall at the time be
owned by Borrower and/or by one or more Wholly-Owned Subsidiaries.

         Any accounting  term not  specifically  defined in this Article I shall
have the meaning ascribed thereto by GAAP.

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

                     ARTICLE II. AMOUNT AND TERMS OF CREDIT


         SECTION  2.1.  AMOUNT AND  NATURE OF  CREDIT.  Subject to the terms and
provisions  of  this  Agreement,  each  Bank  shall  participate  to the  extent
hereinafter provided in making Loans to Borrower,  and issuing Letters of Credit
at the request of Borrower,  in such aggregate  amount as Borrower shall request
pursuant  to the  Commitment;  provided,  however,  that in no event  shall  the
aggregate  principal amount of all Loans and Letters of Credit outstanding under
this Agreement during the Commitment Period be in excess of the Total Commitment
Amount.

         Each Bank, for itself and not one for any other,  agrees to participate
in Loans  made and  Letters of Credit  issued  hereunder  during the  Commitment
Period on such basis that (a) immediately  after the completion of any borrowing
by Borrower or issuance of a Letter of Credit hereunder, the aggregate principal
amount then  outstanding  on the Notes issued to such Bank,  when  combined with
such Bank's pro rata share of the  aggregate  undrawn  face amount of issued and
outstanding  Letters of Credit (but  specifically  excluding any Competitive Bid
Loans payable to such Bank), shall not be in excess of the amount shown opposite
the name of such Bank under the column headed  "Maximum  Amount" as set forth in
Schedule 1 hereto,  and (b) such aggregate  principal amount  outstanding on the
Notes  issued to such Bank shall  represent  that  percentage  of the  aggregate
principal amount then outstanding on all Notes (including the Notes held by such
Bank but  specifically  excluding any  Competitive  Bid Rate Note) which is such
Bank's Commitment Percentage.

         Each borrowing from the Banks  hereunder  (except for  Competitive  Bid
Loans)  shall be made pro rata  according  to the Banks'  respective  Commitment
Percentages.  The Loans shall be made and the Letters of Credit shall be issued,
as follows:

         A.  Revolving  Loans.  Subject  to the  terms  and  conditions  of this
Agreement,  during the Commitment  Period, the Banks shall make a Revolving Loan
or  Revolving  Loans to Borrower in such amount or amounts as Borrower  may from

                                       14
<PAGE>

time to time request, but not exceeding in aggregate principal amount at any one
time outstanding hereunder the Revolving Credit Commitment,  when such Revolving
Loans are combined with (a) the aggregate  undrawn face amount of all issued and
outstanding Letters of Credit and (b) the aggregate outstanding principal amount
of all  Competitive  Bid Loans.  Borrower shall have the option,  subject to the
terms and conditions set forth herein,  to borrow  Revolving  Loans hereunder by
means of any combination of (i) Prime Rate Loans maturing on the last day of the
Commitment  Period,  bearing  interest  at a rate per annum  which  shall be the
Adjusted Prime Rate from time to time in effect, or (ii) LIBOR Loans maturing on
the last day of the Commitment Period bearing interest at a rate per annum which
shall be the Derived LIBOR Rate,  fixed in advance of each Interest Period which
shall be selected by Borrower for each LIBOR Loan, but subject to changes in the
Applicable LIBOR Margin.

         Each Revolving  Loan shall be drawn down in an aggregate  amount (or in
the case of a Eurocurrency  Loan, in an aggregate Dollar  Equivalent  amount) of
not less than Five Million Dollars ($5,000,000),  increased by increments of One
Million Dollars ($1,000,000) (or, with respect to a Eurocurrency Loan other than
a Eurodollar  Loan, such  approximately  comparable  amount as shall result in a
rounded  number of the applicable  Eurocurrency).  Each Prime Rate Loan shall be
made in  Dollars.  With  respect  to  each  LIBOR  Loan,  subject  to the  other
provisions of this  Agreement,  Borrower  shall have the right to receive all of
the proceeds of such LIBOR Loan in  Eurocurrency.  Each LIBOR Loan shall be made
in a single currency.

         Borrower  shall pay  interest on the unpaid  principal  amount of Prime
Rate Loans  outstanding  from time to time from the date thereof  until paid, on
the last day of each succeeding February,  May, August and November of each year
and at the maturity thereof,  commencing  November 30, 1997.  Borrower shall pay
interest at a fixed rate for each Interest Period on the unpaid principal amount
of each LIBOR Loan  outstanding  from time to time from the date  thereof  until
paid,  payable on each  Interest  Adjustment  Date with  respect to an  Interest
Period  (provided  that if an Interest  Period  exceeds  three (3)  Months,  the
interest must be paid every three (3) Months,  commencing  three (3) Months from
the beginning of such Interest Period).

         At the request of Borrower,  provided no Unmatured  Event of Default or
Event of Default exists  hereunder,  the Banks shall convert Prime Rate Loans to
LIBOR  Loans  that  are  in  Eurodollars  at any  time,  subject  to the  notice
provisions  of Section 2.2  hereof,  and shall  convert  LIBOR Loans that are in
Eurodollars to Prime Rate Loans on any Interest Adjustment Date.

         The  obligation of Borrower to repay the  Revolving  Loans made by each
Bank and to pay interest  thereon shall be evidenced by a Revolving  Credit Note
of  Borrower  substantially  in the form of Exhibit A hereto,  with  appropriate
insertions,  dated the Closing Date and payable to the order of such Bank on the
last day of the  Commitment  Period in the  principal  amount  of its  Revolving
Credit  Commitment,  or,  if less,  the  aggregate  unpaid  principal  amount of
Revolving  Loans made hereunder by such Bank.  Subject to the provisions of this
Agreement,  Borrower  shall be entitled under this Section 2.1A to borrow funds,
repay the same in whole or in part and  reborrow  hereunder at any time and from
time to time (subject to the applicable notice provisions) during the Commitment
Period.

                                       15
<PAGE>

         B.  Letters of  Credit.  Subject  to the terms and  conditions  of this
Agreement,  during the Commitment Period, Agent shall, in its own name, but only
as agent for the  Banks,  issue  such  Letters  of  Credit  for the  account  of
Borrower, as Borrower may from time to time request.  Borrower shall not request
any Letter of Credit  (and Agent shall not be  obligated  to issue any Letter of
Credit) if, after giving effect thereto,  (a) the aggregate amount of all issued
and   outstanding   Letters  of  Credit  would  exceed  Fifty  Million   Dollars
($50,000,000) or (b) the sum of (i) the aggregate  outstanding  principal amount
of the Revolving  Loans,  plus (ii) the aggregate of all issued and  outstanding
Letters  of  Credit,   plus  (iii)  the  aggregate  amount  of  all  outstanding
Competitive Bid Loans shall exceed the  Commitment.  The issuance of each Letter
of Credit  shall  confer  upon  each  Bank the  benefits  and  liabilities  of a
participation  consisting  of an  undivided  pro rata  interest in the Letter of
Credit to the extent of such Bank's Commitment Percentage.

         Each  request for a Letter of Credit  shall be  delivered  to Agent not
later than 11:00 A.M.  (Cleveland,  Ohio time) three (3) Business  Days prior to
the day upon which the Letter of Credit is to be issued. Each such request shall
be in a form  acceptable  to Agent and  specify  the face  amount  thereof,  the
account party, the beneficiary,  the intended date of issuance,  the expiry date
thereof, and the nature of the transaction to be supported thereby. Concurrently
with each such  request,  the Borrower for whose benefit the Letter of Credit is
to be issued shall execute and deliver to Agent an appropriate  application  and
agreement,  being in the standard  form of Agent for such letters of credit,  as
amended to conform to the  provisions  of this  Agreement  if required by Agent.
Agent shall give each Bank notice of each such request for a Letter of Credit.

         In respect of each Letter of Credit and the drafts thereunder,  if any,
Borrower  agrees (a) to pay to Agent,  for the pro rata benefit of the Banks,  a
non-refundable  commission  based upon the face  amount of the Letter of Credit,
which shall be paid in advance on a quarter-annual  basis, at the rate per annum
of the then current Applicable LIBOR Margin (i.e. the Applicable LIBOR Margin in
effect  on the date  that  the  Letter  of  Credit  is  issued  and,  as to each
quarter-annual payment date thereafter, the Applicable LIBOR Margin in effect on
the date of such quarter-annual  payment) times the face amount of the Letter of
Credit from the date of the Letter of Credit to the date of its  expiry;  (b) to
pay to Agent,  for its sole account,  an additional  Letter of Credit fee, which
shall be paid on the date that such Letter of Credit is issued,  at the rate per
annum of  one-eighth  of one percent  (1/8%) of the face amount of the Letter of
Credit from the date of the Letter of Credit to the date of its expiry;  and (c)
to  pay  to  Agent  for  its  sole  account,  such  other  issuance,  amendment,
negotiation, draw, acceptance, telex, courier, postage and similar transactional
fees as are generally charged by Agent from time to time.

         Whenever  a Letter  of  Credit is drawn,  unless  the  amount  drawn is
immediately  reimbursed by Borrower,  the amount outstanding thereunder shall be
deemed  to be a  Revolving  Loan  to  Borrower  subject  to the  provisions  and
requirements of Section 2.1A and 2.2 hereof (unless any such  requirement  shall
pertain to a minimum draw  requirement and such  requirement  shall be waived by
Agent) and shall be evidenced by the Revolving Credit Notes. Each such Revolving
Loan shall be deemed to be a Prime Rate Loan unless  otherwise  requested by (in
accordance with the notice provisions of Section 2.2(b) hereof) and available to
Borrower  hereunder.  Each Bank is hereby  authorized  to record on its  records

                                       16
<PAGE>

relating to its Revolving  Credit Note such Bank's pro rata share of the amounts
paid and not reimbursed on the Letters of Credit.

         C.       Competitive Bid Loans.

         (a) The Competitive Bid Option.  Subject to the terms and conditions of
this Agreement,  during the Commitment Period, Borrower may request the Banks to
make  offers  to make  Competitive  Bid Loans to  Borrower  from time to time in
amounts such that the aggregate amount of all Revolving  Loans,  Competitive Bid
Loans and all issued and  outstanding  Letters of Credit by all Banks at any one
time outstanding  shall not exceed the Total Commitment  Amount.  The Banks may,
but shall have no  obligation  to, make such offers and Borrower  may, but shall
have no  obligation  to,  accept any such offers in the manner set forth in this
Section 2.1C.

         (b)  Competitive   Bid  Request.   A  request  by  Borrower  to  obtain
Competitive  Bid Loans shall be made by Borrower  transmitting to Agent by telex
or facsimile transmission a Competitive Bid Request substantially in the form of
Exhibit  C-1  hereto,  so as  to be  received  (i)  no  later  than  11:00  A.M.
(Cleveland,  Ohio time) on the fourth Business Day immediately prior to the date
of the proposed borrowing,  in the case of a LIBOR Auction or (ii) no later than
11:00 A.M.  (Cleveland,  Ohio time) on the Business Day immediately prior to the
date of the proposed borrowing,  in the case of an Absolute Rate Auction (or, in
either case,  such other time or date as Borrower and Agent shall have  mutually
agreed  and  shall  have  notified  the  Banks  not  later  than the date of the
Competitive Bid Request for the first LIBOR Auction or Absolute Rate Auction for
which such change is to be effective) specifying:

                  (A)  the proposed date of borrowing, which shall be a Business
          Day,

                  (B)  the  amount of  the  Loan  requested  and  that  the Loan
         requested is a Competitive Bid Loan,

                  (C)  the  duration  of the  Competitive  Bid  Interest  Period
         applicable  thereto,  which shall not be later than the last day of the
         Commitment Period, and

                  (D) whether the Competitive  Bids requested are to set forth a
         Competitive Bid Margin or a Competitive Bid Absolute Rate.

Borrower may request offers to make a Competitive  Bid Loan for no more than two
(2) Competitive  Bid Interest  Periods in any Competitive Bid Request under this
Agreement.  No  Competitive  Bid Request  shall be made within five (5) Business
Days of any other Competitive Bid Request.

         (c)  Invitation  for  Competitive  Bids.  Promptly  upon  receipt  of a
Competitive  Bid  Request,  Agent shall send to the Banks by telex or  facsimile
transmission an Invitation for  Competitive  Bids  substantially  in the form of
Exhibit C-2 hereto,  which shall  constitute  an  invitation by Borrower to each
Bank to submit  Competitive  Bids offering to make the  Competitive Bid Loans to
which such Competitive Bid Request relate in accordance with this Section.

                                       17
<PAGE>

         (d) Submission and Contents of Competitive Bids. Each Bank may submit a
Competitive  Bid containing an offer or offers to make  Competitive Bid Loans in
response to any Invitation  for  Competitive  Bids.  Each  Competitive  Bid must
comply with the requirements of this Section 2.1C and must be submitted to Agent
by telex or facsimile  transmission  at its offices  specified on the  signature
page  hereof or as  otherwise  directed  by Agent  not later  than (i) 9:30 A.M.
(Cleveland,  Ohio time) on the third  Business Day prior to the proposed date of
borrowing,  in the case of a LIBOR  Auction or (ii) 9:30 A.M.  (Cleveland,  Ohio
time) on the proposed date of borrowing, in the case of an Absolute Rate Auction
(or, in either  case,  such other time or date as Borrower  and Agent shall have
mutually agreed and shall have notified the Banks not later than the date of the
Competitive Bid Request for the first LIBOR Auction or Absolute Rate Auction for
which such  change is to be  effective);  provided  that any Bank  submitting  a
Competitive  Bid (A)  after  9:00  A.M.  (Cleveland,  Ohio  time) on such  third
Business Day prior to the  proposed  date of  borrowing,  in the case of a LIBOR
Auction  or (B)  9:00  A.M.  (Cleveland,  Ohio  time)  on the  proposed  date of
borrowing,  in the case of an  Absolute  Rate  Auction,  shall  confirm  Agent's
receipt  of  such  Competitive  Bid by  telephone,  and  provided  further  that
Competitive  Bids submitted by Agent (or any affiliate of Agent) in the capacity
of a Bank  may be  submitted,  and  may  only be  submitted,  if  Agent  or such
affiliate  notifies  Borrower  of the  terms of the  offer or  offers  contained
therein not later than fifteen (15) minutes prior to the respective deadline for
the other  Banks,  in the case of either a LIBOR  Auction  or an  Absolute  Rate
Auction.  Any  Competitive  Bid so made  shall be  irrevocable  except  with the
written consent of Agent.

         Each Competitive Bid shall be in substantially  the form of Exhibit C-3
hereto and shall in any case specify:

                  (1)  the proposed date of  borrowing, and the duration of each
         relevant  Competitive  Bid Interest  Period to be applicable thereto;

                  (2) the principal amount of the Competitive Bid Loan for which
         each such offer is being made,  which  principal  amount may be greater
         than or less than the Revolving Credit  Commitment of the quoting Bank,
         must be Five Million Dollars  ($5,000,000),  increased by increments of
         One Million Dollars  ($1,000,000),  may not exceed the principal amount
         of  Competitive  Bid Loans for which offers were  requested  and may be
         subject  to an  aggregate  limitation  as to the  principal  amount  of
         Competitive  Bid Loans for which offers being made by such quoting Bank
         may be accepted;

                  (3) in the case of a LIBOR Auction,  the margin above or below
         the applicable  LIBOR (the  "Competitive  Bid Margin") offered for each
         such Competitive Bid Loan, expressed as a percentage  (specified to the
         nearest six (6) decimal  places) to be added to or subtracted  from the
         applicable LIBOR;

                  (4) in the  case of an  Absolute  Rate  Auction,  the  rate of
         interest per annum, expressed as a percentage (specified to the nearest
         six (6) decimal places) (the  "Competitive  Bid Absolute Rate") offered
         for each such Competitive Bid Loan; and

                                       18
<PAGE>

                  (5)  the identity of the quoting Bank.

A  Competitive  Bid may set forth up to two (2)  separate  offers by the quoting
Bank with  respect to each  Competitive  Bid  Interest  Period  specified in the
related Invitation for Competitive Bids.

         Any Competitive Bid shall be disregarded if it:

                  (w)  is not substantially in conformity with Exhibit C-3 here-
         to or does not specify all of the information required by  this Section
         2.1C;

                  (x)  except  as  permitted  by  subpart (e)  hereof,  contains
         qualifying, conditional or similar language;

                  (y)  proposes  terms  other  than or in addition to  those set
         forth in the applicable  Invitation  for  Competitive Bids; or

                  (z)  arrives after the time set forth  in the  first paragraph
         of subpart (d) hereof.

         (e) Notice to Borrower. Not later than (i) 10:00 A.M. (Cleveland,  Ohio
time) on the third Business Day prior to the proposed date of borrowing,  in the
case of a LIBOR  Auction  or (ii)  10:00  A.M.  (Cleveland,  Ohio  time)  on the
proposed  date of  borrowing,  in the case of an Absolute  Rate  Auction (or, in
either case,  such other time or date as Borrower and Agent shall have  mutually
agreed  and  shall  have  notified  the  Banks  not  later  than the date of the
Competitive Bid Request for the first LIBOR Auction or Absolute Rate Auction for
which such change is to be effective),  Agent shall notify Borrower of the terms
(A) of any  Competitive  Bid  submitted  by a Bank  that is in  accordance  with
subpart (d) and (B) of any Competitive Bid that amends, modifies or is otherwise
inconsistent with a previous Competitive Bid submitted by such Bank with respect
to the same  Competitive  Bid.  Any such  subsequent  Competitive  Bid  shall be
disregarded by Agent unless such subsequent  Competitive Bid is submitted solely
to correct a manifest error in such former  Competitive  Bid.  Agent's notice to
Borrower shall specify (1) the aggregate  principal  amount of  Competitive  Bid
Loans for which  offers have been  received  for each  Competitive  Bid Interest
Period  specified in the related  Competitive  Bid Request,  (2) the  respective
principal  amounts and  Competitive Bid Margins or Competitive Bid Rates, as the
case may be, so offered  and (3) if  applicable,  limitations  on the  aggregate
principal  amount  of  Competitive  Bid Loans  for  which  offers in any  single
Competitive Bid may be accepted.

         (f)  Acceptance  and Notice by Borrower.  Not later than (i) 10:30 A.M.
(Cleveland,  Ohio time) on the third  Business Day prior to the proposed date of
borrowing,  in the case of a LIBOR Auction or (ii) 10:30 A.M.  (Cleveland,  Ohio
time) on the proposed date of borrowing, in the case of an Absolute Rate Auction
(or, in either  case,  such other time or date as Borrower  and Agent shall have
mutually agreed and shall have notified the Banks not later than the date of the
Competitive Bid Request for the first LIBOR Auction or Absolute Rate Auction for
which  such  change is to be  effective),  Borrower  shall  notify  Agent of its
irrevocable acceptance or non-acceptance,  such notice (a "Notice of Competitive

                                       19
<PAGE>

Bid Borrowing") shall specify the aggregate  principal amount of offers for each
Competitive  Bid  Interest  Period that are  accepted.  Borrower  may accept any
Competitive Bid in whole or in part; provided that:

                  (A) the aggregate  principal  amount of each  Competitive  Bid
         borrowing  must be Ten  Million  Dollars  ($10,000,000),  increased  by
         increments of One Million Dollars ($1,000,000);

                  (B)  acceptance  of  offers  may be made  only on the basis of
         ascending Competitive Bid Margins or Competitive Bid Absolute Rates, as
         the case may be; and

                  (C) Borrower may not accept any offer that is described in the
         last paragraph of subpart (d) above or that  otherwise  fails to comply
         with the requirements of this Agreement.

Not later than (1) 11:00 A.M.  (Cleveland,  Ohio time) on the third Business Day
prior to the proposed date of  borrowing,  in the case of a LIBOR Auction or (2)
11:00 A.M. (Cleveland, Ohio time) on the proposed date of borrowing, in the case
of an Absolute  Rate  Auction  (or, in either  case,  such other time or date as
Borrower and Agent shall have mutually  agreed and shall have notified the Banks
not later  than the date of the  Competitive  Bid  Request  for the first  LIBOR
Auction or Absolute  Rate  Auction  for which such  change is to be  effective),
Agent shall notify the Banks of Borrower's  acceptance or  non-acceptance of the
offers so notified to Borrower pursuant to subpart (e) hereof.

         (g)  Allocation  by Agent.  If offers are made by two (2) or more Banks
with the same  Competitive Bid Margins or Competitive Bid Absolute Rates, as the
case may be, for a greater aggregate principal amount than the amount in respect
of which such offers are  accepted  for the  related  Competitive  Bid  Interest
Period,  the principal  amount of Competitive Bid Loans in respect of which such
offers are  accepted  shall be  allocated by Agent among such Banks as nearly as
possible (in multiples of Five Hundred Thousand Dollars ($500,000), as Agent may
deem  appropriate)  in  proportion to the  aggregate  principal  amounts of such
offers. Determinations by Agent of the amounts of Competitive Bid Loans shall be
conclusive in the absence of manifest error.

         (h) Evidence of Debt and Other  Provisions.  The obligation of Borrower
to repay the Competitive Bid Loans made by each Bank and to pay interest thereon
shall be evidenced by a Competitive Bid Rate Note of Borrower  substantially  in
the form of Exhibit B hereto,  with  appropriate  insertions,  dated the Closing
Date and  payable  to the order of such  Bank on the last day of the  Commitment
Period in the principal amount of the Total Commitment  Amount, or, if less, the
aggregate  unpaid  principal  amount of Competitive  Bid Loans made hereunder by
such Bank. No Competitive  Bid Loan may be converted to a Revolving Loan and the
Bank making a Competitive Bid Loan shall have no right to request that the other
Banks share the risk of such  Competitive Bid Loan. A Bank's extension of credit
to Borrower in the form of a Competitive Bid Loan shall not diminish such Bank's
obligation to  participate  in any other or future  Revolving  Loans to the full
extent of such Bank's  Commitment  Percentage.  Anything  herein to the contrary
notwithstanding,  the extension of  Competitive  Bid Loans shall be deemed to be
usage of the Commitment,  and all such Competitive Bid Loans shall be subtracted

                                       20
<PAGE>

from the Total  Commitment  Amount for purposes of determining  availability for
Loans under the Commitment.

         With respect to any Competitive Bid Loan,  Borrower shall reimburse the
Bank  making such  Competitive  Bid Loan on demand for any  resulting  losses or
expenses  incurred  by such Bank as a result  of  Borrower's  repayment  of such
Competitive  Bid Loan prior to the end of the  Competitive  Bid Interest  Period
applicable  thereto,  including,   without  limitation,  any  loss  incurred  in
obtaining,  liquidating or employing  deposits from third parties.  In the event
that such Bank incurs,  directly or indirectly,  any additional costs in making,
maintaining  or allocating  capital to any  Competitive  Bid Loan as a result of
complying with any charge,  cost, reserve or other requirement imposed from time
to time by any United States regulatory  agency or law or regulation  applicable
to Borrower,  except for income taxes of such Bank,  Borrower  shall pay to such
Bank promptly upon such Bank's written notice,  such amount as in the reasonable
judgment of Bank shall compensate it for such additional cost.

         SECTION 2.2.  CONDITIONS TO LOANS AND LETTERS OF CREDIT. The obligation
of the Banks to make Loans and of Agent to issue Letters of Credit  hereunder is
conditioned, in the case of each borrowing or issuance hereunder, upon:

         (a)      all conditions precedent as listed in Article IV  hereof shall
         have been satisfied;

         (b) (i) with  respect to  Revolving  Loans  that are Prime Rate  Loans,
         receipt by Agent of a Notice of Revolving Loan in the form of Exhibit D
         hereto,  by 11:00 A.M.  (Cleveland,  Ohio time) on the proposed date of
         borrowing,  such notice to provide the  aggregate  amount of Prime Rate
         Loans and the name of the  requesting  Borrower,  and,  if LIBOR  Loans
         (other than  Competitive Bid Loans) are requested,  receipt by Agent of
         such Notice of Revolving  Loan by 11:00 A.M.  three (3)  Business  Days
         prior to the proposed date of borrowing; or, with respect to Letters of
         Credit, satisfaction of the notice provisions set forth in Section 2.1B
         hereof.  Agent  shall  notify  each Bank of the date,  amount,  type of
         currency,  initial  Interest Period (if applicable) and the name of the
         Borrower  making the request  promptly upon the receipt of such notice.
         With respect to Competitive  Bid Loans,  Borrower shall comply with the
         notice provisions set forth in Section 2.1C; and

                   (ii) With respect to Competitive Bid Loans,  Prime Rate Loans
         and LIBOR Loans that are in Eurodollars, each Bank shall provide Agent,
         not later than 1:00 P.M.  (Cleveland,  Ohio time) on the date such Loan
         is  to  be  made,  with  the  amount,  in  Dollars  (federal  or  other
         immediately  available  funds)  required of it.  With  respect to LIBOR
         Loans that are to be funded in a Eurocurrency  other than  Eurodollars,
         each Bank shall  provide  Agent,  not later than 1:00 P.M.  (Cleveland,
         Ohio time) on the date such Loan is to be made,  with the amount of the
         applicable  Eurocurrency  required  of  it  in  such  Eurocurrency,  in
         immediately available funds;

         (c) the fact that no  Unmatured  Event of  Default  or Event of Default
shall  then exist or  immediately  after the Loan or  issuance  of the Letter of
Credit would exist; and

                                       21
<PAGE>

         (d) the fact that each of the representations and warranties  contained
in Article VI hereof shall be true and correct with the same force and effect as
if made on and as of the date of such  Loan,  or the  issuance  of the Letter of
Credit,  except to the extent  that any thereof  expressly  relate to an earlier
date.

         Each  request  for a Loan or the  issuance  of a Letter  of  Credit  by
Borrower  hereunder  shall be  deemed to be a  representation  and  warranty  by
Borrower as of the date of such request as to the facts specified in (c) and (d)
above.  At no time shall Borrower  request that LIBOR Loans and  Competitive Bid
Loans  be  outstanding  for more  than six (6)  different  Interest  Periods  or
Competitive  Bid Interest  Periods at any one (1) time, and, if Prime Rate Loans
are outstanding,  then LIBOR Loans and Competitive Bid Loans shall be limited to
five (5) different  Interest  Periods or Competitive Bid Interest Periods at any
one (1) time.

         Each  request  for a LIBOR Loan  shall be  irrevocable  and  binding on
Borrower and Borrower  shall  indemnify  Agent and the Banks against any loss or
expense incurred by Agent or the Banks as a result of any failure by Borrower to
consummate such transaction including,  without limitation,  any loss (including
loss of  anticipated  profits) or expense  incurred by reason of  liquidation or
re-employment of deposits or other funds acquired by the Banks to fund the Loan.
A certificate as to the amount of such loss or expense submitted by the Banks to
Borrower  shall be  conclusive  and binding for all  purposes,  absent  manifest
error.

         SECTION 2.3.      PAYMENT ON NOTES, ETC.

         (a) Payments in  Eurocurrency.  With respect to any LIBOR Loan that was
made by the  Banks  in a  Eurocurrency  other  than  Eurodollars,  all  payments
(including  prepayments)  to Agent and the Banks of the principal of or interest
on such LIBOR Loan shall be made in same day funds and in the same  Eurocurrency
as the original  Loan.  All such payments shall be remitted by Borrower to Agent
at Agent's  main  office (or at such other  office or account as  designated  in
writing by Agent to Borrower) not later than 11:00 A.M.  (Cleveland,  Ohio time)
on the due date thereof in same day funds. In the event that such payment is due
on a date when Agent's main office is not open for  business,  then such payment
shall be made on the next  preceding  day upon which the main office is open for
business. Any payments received by Agent after 11:00 A.M. (Cleveland, Ohio time)
shall be deemed to have been made and  received on the next  following  Business
Day.

         (b)  Payments in Dollars.  With respect to any LIBOR Loan or Prime Rate
Loan  that was  made by the  Banks  in  Eurodollars  or  Dollars,  all  payments
(including  prepayments)  to Agent and the Banks of the principal of or interest
on such Loan shall be made in  Dollars.  With  respect  to any other  payment to
Agent and the Banks that is not covered by  subsection  (a)  hereof,  such other
payment,  including  but not limited to principal,  interest,  fees or any other
amount  owed by Borrower  under this  Agreement  shall be made in  Dollars.  All
payments described in this subsection (b) shall be remitted to Agent at its main
office for the  account of the Banks not later than 2:00 P.M.  (Cleveland,  Ohio
time) on the due date thereof in immediately  available funds. Any such payments

                                       22
<PAGE>

received by Agent after 2:00 P.M. (Cleveland, Ohio time) shall be deemed to have
been made and received on the next following Business Day.

         (c) Payments Net of Taxes.  All payments under this Agreement  shall be
made absolutely net of, without deduction or offset for, and altogether free and
clear of, any and all present and future taxes, levies, deductions,  charges and
withholdings  and all liabilities  with respect  thereto,  under the laws of the
United States of America or any foreign  jurisdiction (or any state or political
subdivision  thereof),  excluding income and franchise taxes imposed on any Bank
under the laws of the United States or any foreign jurisdiction (or any state or
political  subdivision  thereof).  If Borrower is compelled by law to deduct any
such taxes or levies (other than such excluded  taxes) or to make any such other
deductions, charges or withholdings,  Borrower shall pay such additional amounts
as may be  necessary in order that the net payments  after such  deduction,  and
after giving effect to any United States or foreign  jurisdiction  (or any state
or political  subdivision thereof) income taxes required to be paid by the Banks
in respect  of such  additional  amounts,  shall  equal the  amount of  interest
provided in Section 2.1 hereof for each Loan plus any principal then due.

         (d)  Payments to Banks.  Upon  Agent's  receipt of payments  hereunder,
Agent shall immediately  distribute to each Bank its ratable share of the amount
of principal,  interest,  and  commitment  and other fees received by it for the
account of such Bank.  Payments  received by Agent in Dollars shall be delivered
to the Banks in immediately  available  funds.  Payments  received by Agent in a
Eurocurrency  (other than  Eurodollars)  shall be delivered to the Banks in same
day funds. Each Bank shall record any principal,  interest or other payment, the
principal  amounts  of the Prime  Rate  Loans and the LIBOR  Loans,  the type of
currency for each Loan, all prepayments and the applicable dates with respect to
the Loans and  payments,  by such  method  as such  Bank may  generally  employ;
provided,  however,  that failure to make any such entry shall in no way detract
from Borrower's obligations under each such Note. The aggregate unpaid amount of
Loans set forth on the records of Agent shall be rebuttably presumptive evidence
of the principal and interest owing and unpaid on each Note.

         (e) Timing of  Payments.  Whenever  any  payment to be made  hereunder,
including without limitation any payment to be made on any Note, shall be stated
to be due on a day which is not a Business  Day,  such payment  shall be made on
the next  succeeding  Business Day and such extension of time shall in each case
be included in the computation of the interest  payable on such Note;  provided,
however,  that, with respect to any LIBOR Loan, if the next succeeding  Business
Day falls in the succeeding  calendar  Month,  such payment shall be made on the
preceding  Business  Day and the relevant  Interest  Period or  Competitive  Bid
Interest Period, as applicable, shall be adjusted accordingly.

         SECTION 2.4.  PREPAYMENT.  Borrower shall have the right at any time or
from  time  to  time to  prepay  on a pro  rata  basis,  all or any  part of the
principal amount of the Notes then  outstanding as designated by Borrower,  plus
interest  accrued  on the  amount  so  prepaid  to the date of such  prepayment.
Borrower  shall give Agent notice of  prepayment  of any Prime Rate Loans by not
later than 11:00 A.M. (Cleveland, Ohio time) on the Business Day such prepayment
is to be  made  and  written  notice  of the  prepayment  of any  LIBOR  Loan or
Competitive Bid Loan not later than 1:00 P.M.  (Cleveland,  Ohio time) three (3)

                                       23
<PAGE>

Business  Days before the Business Day on which such  prepayment  is to be made.
Prepayments of Prime Rate Loans shall be without any premium or penalty.

         In any case of  prepayment of any LIBOR Loan or  Competitive  Bid Loan,
Borrower  agrees to indemnify  the Banks and to hold each Bank harmless from any
loss or expense  which such Bank may  sustain or incur as a  consequence  of the
making by Borrower of a prepayment of any LIBOR Loan (or  Competitive  Bid Loan)
on a day which is not the last day of the  Interest  Period or  Competitive  Bid
Interest Period,  applicable thereto.  Any such loss shall be an amount equal to
the excess,  if any, of (a) the amount of interest  which would have  accrued on
the amount so prepaid  for the period  from the date of such  prepayment  to the
last  day of such  Interest  Period  or  Competitive  Bid  Interest  Period,  as
applicable,  in each case at the  applicable  rate of  interest  for such  Loans
provided for herein,  over (b) the amount of interest (as reasonably  determined
by Agent)  which would have  accrued to the Banks on such amount by placing such
amount on deposit for a comparable  period with leading  banks in the  interbank
Eurocurrency  market.  In addition,  Borrower shall  immediately pay directly to
Agent,  for the  account of the Banks,  the  amount of any  additional  costs or
expenses  (including,  without  limitation,  cost of telex,  wires,  or  cables)
reasonably  incurred by Agent or the Banks in  connection  with the  prepayment,
upon Borrower's receipt of a written statement from Agent.

         Each  prepayment  of a LIBOR Loan (other than a  Competitive  Bid Loan)
shall be in the aggregate  principal  sum of not less than Five Million  Dollars
($5,000,000).  Each  Prepayment of any Competitive Bid Loan shall be in the full
amount of such Loan and all accrued but unpaid  interest  thereon.  In the event
Borrower  cancels a proposed LIBOR Loan (or Competitive Bid Loan)  subsequent to
the delivery to Agent of the notice of the proposed date,  aggregate  amount and
initial  Interest Period or Competitive Bid Interest Period,  as applicable,  of
such Loan,  but prior to the draw down of funds  thereunder,  such  cancellation
shall be treated as a prepayment subject to the aforementioned prepayment fee.

 SECTION 2.5. COMMITMENT AND OTHER FEES; TERMINATION OR REDUCTION OF COMMITMENT.

         (a) Borrower shall pay to Agent,  for the ratable account of the Banks,
as a consideration for the Commitment hereunder,  a commitment fee from the date
hereof to and including the last day of the Commitment Period,  equal to (a) the
Applicable  Commitment Fee Rate, times (b)(i) the Total Commitment Amount,  less
(ii) the aggregate  average daily  outstanding  principal amount of Loans,  less
(iii) the aggregate  average daily amount of all issued and outstanding  Letters
of Credit. The commitment fee shall be payable, in arrears, on November 30, 1997
and quarter-annually thereafter.

         (b) Borrower shall pay to Agent,  for its sole benefit,  on the Closing
Date and on each  anniversary  of the Closing Date, all fees as set forth in the
Credit  Facilities  Fee Letter  from Bank to Borrower  dated  August 6, 1997 and
accepted by Borrower on August 12, 1997.

                                       24
<PAGE>

         (c) Borrower may at any time or from time to time terminate in whole or
ratably in part the Commitment of the Banks hereunder to an amount not less than
the  aggregate  principal  amount  of the  Loans  and  Letters  of  Credit  then
outstanding,  by giving  Agent not fewer than three (3) Business  Days'  notice,
provided that any such partial  termination  shall be in an aggregate amount for
all of the Banks of Five Million Dollars  ($5,000,000),  increased by increments
of One Million  Dollars  ($1,000,000).  Agent shall promptly notify each Bank of
its proportionate amount and the date of each such termination.  After each such
termination,  the commitment fees payable hereunder shall be calculated upon the
Total  Commitment  Amount as so  reduced.  If Borrower  terminates  in whole the
Commitment of the Banks,  on the effective  date of such  termination  (Borrower
having  prepaid  in full the  unpaid  principal  balance,  if any,  of the Notes
outstanding,  together with all interest and  commitment  and other fees accrued
and unpaid and provided that no issued and  outstanding  Letters of Credit shall
exist)  all  of the  Notes  outstanding  shall  be  delivered  to  Agent  marked
"Canceled"  and  redelivered  to  Borrower.  Any partial  reduction in the Total
Commitment  Amount shall be  effective  during the  remainder of the  Commitment
Period.

         SECTION 2.6.  COMPUTATION OF INTEREST AND FEES; DEFAULT RATE.  Interest
on Loans and commitment and other fees and charges  hereunder  shall be computed
on the basis of a year having three hundred sixty (360) days and  calculated for
the  actual   number  of  days   elapsed.   Anything   herein  to  the  contrary
notwithstanding, if an Event of Default shall occur hereunder, (a) the principal
of each Note and the unpaid interest thereon shall bear interest, until paid, at
the  Default  Rate;  and (b) the fee for the  aggregate  undrawn  face amount of
issued and outstanding  Letters of Credit shall be increased to two percent (2%)
in excess of the then  applicable  fee from time to time in effect  pursuant  to
subpart  (a) of Section  2.1B  hereof.  In no event  shall the rate of  interest
hereunder exceed the rate allowable by law.

         SECTION 2.7. MANDATORY PAYMENT AND CURRENCY FLUCTUATIONS. If the sum of
(a) the aggregate  principal amount of all Loans  outstanding  (after converting
each Eurocurrency Loan to its Dollar Equivalent) and (b) the undrawn face amount
of all issued and  outstanding  Letters of Credit at any time  exceeds the Total
Commitment Amount,  Borrower shall, as promptly as practicable,  but in no event
to be later than two (2) Business  Days after receipt by Borrower of notice from
Agent  of  such  event,  prepay  an  aggregate  principal  amount  of the  Loans
sufficient to bring the aggregate  outstanding principal amount of all Loans and
the undrawn face amount of all issued and  outstanding  Letters of Credit within
the Commitment of the Banks.  For purposes of (i) computing the unused amount of
the  Commitment and the commitment fee referenced in Section 2.5 hereof and (ii)
the principal  outstanding on the Notes,  the principal  amount of  Eurocurrency
Loans shall be converted to their Dollar Equivalents.  Any prepayment of a LIBOR
Loan or a Competitive  Bid Loan pursuant to this Section 2.7 shall be subject to
the prepayment fees set forth in Section 2.4 hereof.

         SECTION  2.8.  EXTENSION  OF  COMMITMENT.  After  each  fiscal  year of
Borrower,  upon the written request of Borrower  received by Agent upon delivery
of the financial  statements as described in Section  5.3(b)  hereof,  the Banks
shall have the option of extending the Commitment for an additional  year.  Each
such extension  shall require the unanimous  written consent of all of the Banks

                                       25
<PAGE>

and  shall be upon  such  terms  and  conditions  as may be  agreed to by Agent,
Borrower, and the Banks.

           ARTICLE III. ADDITIONAL PROVISIONS RELATING TO LIBOR LOANS

         SECTION 3.1. RESERVES OR DEPOSIT REQUIREMENTS,  ETC. If at any time any
law, treaty or regulation  (including,  without limitation,  Regulation D of the
Board of Governors of the Federal Reserve System) or the interpretation  thereof
by any governmental  authority  charged with the  administration  thereof or any
central bank or other fiscal,  monetary or other authority shall impose (whether
or not having the force of law),  modify or deem  applicable  any reserve and/or
special  deposit  requirement  (other  than  reserves  included  in the  Reserve
Percentage,  the effect of which is  reflected  in the  interest  rate(s) of the
LIBOR  Loan(s) in  question)  against  assets held by, or deposits in or for the
amount of any Loans by, any Bank, and the result of the foregoing is to increase
the cost  (whether  by  incurring  a cost or  adding  to a cost) to such Bank of
making or maintaining hereunder LIBOR Loans or to reduce the amount of principal
or interest  received by such Bank with respect to such LIBOR Loans,  then, upon
demand  by such  Bank,  Borrower  shall  pay to such  Bank  from time to time on
Interest  Adjustment  Dates  with  respect to such LIBOR  Loans,  as  additional
consideration  hereunder,  additional amounts sufficient to fully compensate and
indemnify such Bank for such increased cost or reduced  amount,  assuming (which
assumption  such Bank need not  corroborate)  such  additional  cost or  reduced
amount was allocable to such LIBOR Loans. A certificate as to the increased cost
or  reduced  amount as a result  of any event  mentioned  in this  Section  3.1,
setting forth the  calculations  therefor,  shall be promptly  submitted by such
Bank to Borrower and shall,  in the absence of manifest error, be conclusive and
binding as to the amount  thereof.  Notwithstanding  any other provision of this
Agreement, after any such demand for compensation by any Bank, Borrower, upon at
least three (3) Business  Days' prior written notice to such Bank through Agent,
may prepay the affected LIBOR Loans in full or, with respect to LIBOR Loans that
are in  Eurodollars,  convert all LIBOR Loans to Prime Rate Loans  regardless of
the Interest Period or Competitive Bid Interest  Period,  as applicable,  of any
thereof. Each Bank shall notify Borrower as promptly as practicable (with a copy
thereof  delivered  to Agent) of the  existence  of any event  which will likely
require  the  payment  by  Borrower  of any such  additional  amount  under this
Section.

         SECTION  3.2.  TAX LAW,  ETC.  In the event  that by reason of any law,
regulation  or  requirement  or in the  interpretation  thereof  by an  official
authority,  or the imposition of any  requirement of any central bank whether or
not having the force of law, any Bank shall,  with respect to this  Agreement or
any  transaction  under this Agreement,  be subjected to any tax, levy,  impost,
charge,  fee, duty,  deduction or withholding of any kind whatsoever (other than
any tax imposed upon the total net income of such Bank) and if any such measures
or any other  similar  measure  shall  result in an increase in the cost to such
Bank of making or maintaining  any LIBOR Loan or in a reduction in the amount of
principal,  interest  or  commitment  fee  receivable  by such  Bank in  respect
thereof,  then such Bank shall  promptly  notify  Borrower  stating  the reasons
therefor.  Borrower  shall  thereafter pay to such Bank upon demand from time to
time on  Interest  Adjustment  Dates  with  respect  to  such  LIBOR  Loans,  as
additional  consideration  hereunder,  such  additional  amounts as shall  fully

                                       26
<PAGE>

compensate such Bank for such increased cost or reduced amount. A certificate as
to any such increased  cost or reduced  amount,  setting forth the  calculations
therefor,  shall be submitted by such Bank to Borrower and shall, in the absence
of manifest error, be conclusive and binding as to the amount thereof.

         If any  Bank  receives  such  additional  consideration  from  Borrower
pursuant to this Section  3.2,  such Bank shall use  reasonable  best efforts to
obtain the  benefits of any refund,  deduction  or credit for any taxes or other
amounts  on account of which  such  additional  consideration  has been paid and
shall reimburse Borrower to the extent,  but only to the extent,  that such Bank
shall receive a refund of such taxes or other amounts together with any interest
thereon or an effective  net  reduction in taxes or other  governmental  charges
(including  any taxes  imposed  on or  measured  by the total net income of such
Bank) of the United States or any state or subdivision  thereof by virtue of any
such deduction or credit,  after first giving effect to all other deductions and
credits  otherwise  available  to such  Bank.  If, at the time any audit of such
Bank's  income  tax return is  completed,  such Bank  determines,  based on such
audit,  that it was not entitled to the full amount of any refund  reimbursed to
Borrower as  aforesaid  or that its net income taxes are not reduced by a credit
or deduction  for the full amount of taxes  reimbursed to Borrower as aforesaid,
Borrower,  upon demand of such Bank,  shall promptly pay to such Bank the amount
so refunded to which such Bank was not so  entitled,  or the amount by which the
net income taxes of such Bank were not so reduced, as the case may be.

         Notwithstanding  any other provision of this Agreement,  after any such
demand for compensation by any Bank, Borrower,  upon at least three (3) Business
Days' prior written notice to such Bank through  Agent,  may prepay the affected
LIBOR  Loans in full or, with  respect to LIBOR  Loans that are in  Eurodollars,
convert all LIBOR Loans to Prime Rate Loans regardless of the Interest Period or
Competitive Bid Interest Period, as applicable, of any thereof.

         SECTION  3.3.   EUROCURRENCY  DEPOSITS  UNAVAILABLE  OR  INTEREST  RATE
UNASCERTAINABLE.  In respect of any LIBOR  Loans,  in the event that Agent shall
have determined that (a) for Eurodollar  Loans,  that Dollar deposits or (b) for
other Eurocurrency  Loans, that deposits of the relevant amount for the relevant
Interest  Period or Competitive  Bid Interest  Period,  as applicable,  for such
LIBOR Loans are not available to the  Reference  Bank in the  applicable  London
interbank  market or that,  by reason of  circumstances  affecting  such market,
adequate  and  reasonable  means do not exist for  ascertaining  the LIBOR  rate
applicable  to such  LIBOR  Loan for such  Interest  Period or  Competitive  Bid
Interest  Period,  as the case may be, Agent shall  promptly give notice of such
determination  to Borrower and (a) any notice of new LIBOR Loans (or  conversion
of existing  Loans to LIBOR  Loans)  previously  given by  Borrower  and not yet
borrowed  (or  converted,  as the case may be)  shall be deemed a notice to make
Prime Rate Loans, and (b) Borrower shall be obligated either to prepay, or, with
respect to LIBOR Loans that are in Eurodollars,  to convert to Prime Rate Loans,
any outstanding  LIBOR Loans on the last day of the then current Interest Period
or Competitive Bid Interest Period, as applicable, with respect thereto.

         SECTION 3.4.  INDEMNITY.  Without  prejudice to any other provisions of
this Article III, Borrower hereby agrees to indemnify each Bank against any loss
or expense which such Bank may sustain or incur as a consequence  of any default

                                       27
<PAGE>

by Borrower in payment when due of any amount  hereunder in respect of any LIBOR
Loan,  including,  but not  limited  to, any loss of profit,  premium or penalty
incurred  by such Bank in respect  of funds  borrowed  by it for the  purpose of
making  or  maintaining  such  LIBOR  Loan,  as  determined  by such Bank in the
exercise of its sole but  reasonable  discretion.  A certificate  as to any such
loss or expense shall be promptly  submitted by such Bank to Borrower and shall,
in the absence of manifest  error,  be  conclusive  and binding as to the amount
thereof.

         SECTION 3.5.  CHANGES IN LAW RENDERING LIBOR LOANS UNLAWFUL.  If at any
time any new law,  treaty or  regulation,  or any  change in any  existing  law,
treaty or regulation, or any interpretation thereof by any governmental or other
regulatory  authority  charged with the  administration  thereof,  shall make it
unlawful  for any Bank to fund any LIBOR  Loans  which it is  committed  to make
hereunder in any Eurocurrency or Dollars,  as the case may be, the Commitment of
such Bank to fund such  LIBOR  Loan  shall,  upon the  happening  of such  event
forthwith be suspended for the duration of such illegality,  and such Bank shall
by written notice to Borrower and Agent declare that its Commitment with respect
to such Loans has been so suspended and, if and when such  illegality  ceases to
exist, such suspension shall cease and such Bank shall similarly notify Borrower
and Agent. If any such change shall make it unlawful for any Bank to continue in
effect  the  funding  in the  applicable  Eurodollar  market of any  LIBOR  Loan
previously  made by it  hereunder,  such Bank shall,  upon the happening of such
event, notify Borrower, Agent and the other Banks thereof in writing stating the
reasons therefor,  and Borrower shall, on the earlier of (a) the last day of the
then  current  Interest  Period or (b) if  required by such law,  regulation  or
interpretation, on such date as shall be specified in such notice, either prepay
all  affected  LIBOR  Loans to the Banks in full or convert all  affected  LIBOR
Loans that are Eurodollar Loans to Prime Rate Loans.

         SECTION 3.6.  FUNDING.  Each Bank may,  but shall not be  required  to,
make LIBOR Loans  hereunder  with funds  obtained outside the United States.


                        ARTICLE IV. CONDITIONS PRECEDENT

         The  obligation  of the  Banks to make the  first  Loan and of Agent to
issue the first Letter of Credit is subject to Borrower  satisfying  each of the
following conditions:

         SECTION 4.1.  NOTES.   Borrower  shall  have   executed  and  delivered
to each  Bank  its  Revolving  Credit  Note and its Competitive Bid Rate Note.

         SECTION 4.2.  GUARANTIES OF PAYMENT OF DEBT. Each  of Elkhart  Products
Corporation,  Wheeltek,  Inc.,  Amcast  Investment Services  Corporation and  AS
International,  Inc. shall have executed and  delivered its  Guaranty of Payment
to Agent for the benefit of the Banks,each to be in form and substance satisfac-
tory to Agent and the Banks.

         SECTION  4.3.  OFFICER'S   CERTIFICATE,   RESOLUTIONS,   ORGANIZATIONAL
DOCUMENTS.  Borrower and each Guarantor of Payment shall deliver to each Bank an
officer's  certificate  certifying the names of the officers of Borrower or such

                                       28
<PAGE>

Guarantor of Payment  authorized to sign the Loan  Documents,  together with the
true signatures of such officers and certified  copies of (a) the resolutions of
the board of directors of Borrower and Guarantor of Payment evidencing  approval
of the execution  and delivery of the Loan  Documents and the execution of other
Related Writings to which Borrower or such Guarantor of Payment, as the case may
be, is a party, and (b) the Articles (or  Certificate) of Incorporation  and all
amendments  thereto,  and bylaws and all  amendments  thereto,  of Borrower  and
Guarantor of Payment.

         SECTION 4.4.  LEGAL OPINIONS. Opinions of counsel for Borrower and each
Guarantor of Payment, in form and substance satisfactory to Agent and the Banks,
shall be delivered to each Bank.

         SECTION 4.5. GOOD STANDING  CERTIFICATES.  A good standing  certificate
for Borrower and each  Guarantor of Payment  issued on or about the Closing Date
by the Secretary of State in the state(s)  where  Borrower or such  Guarantor of
Payment is incorporated or qualified as a foreign corporation shall be delivered
to each Bank.

         SECTION 4.6. AGENT AND LEGAL FEES. Borrower shall pay to Agent, for its
sole benefit,  such fees as described in Credit Facilities Fee Letter referenced
in Section 2.5 hereof.  Borrower  shall also pay all legal fees and  expenses of
Agent in connection with the preparation and negotiation of the Loan Documents.

         SECTION 4.7.  LIEN SEARCHES. With  respect  to  the property  owned  by
Borrower and each Guarantor of Payment,  Borrower shall cause to be delivered to
each Bank: (a) the results of U.C.C.  lien searches,  satisfactory to Agent  and
the Banks;  and (b) the results of federal and state tax lien  and judicial lien
searches, satisfactory to Agent and the Banks.

         SECTION 4.8. NO MATERIAL ADVERSE CHANGE. No material adverse change, in
the  opinion  o f Agent and the  Majority  Banks,  shall  have  occurred  in the
financial condition, operations or prospects of the Companies.

         SECTION 4.9.  ACQUISITION  DOCUMENTS.  Borrower shall provide copies of
the  Acquisition  Documents,  including  but not  limited to the Share  Purchase
Agreement,  certified by the  Secretary of Borrower as being true and  complete,
all such Acquisition Documents to be in form and substance satisfactory to Agent
and the Banks.

         SECTION 4.10. FINANCIAL STATEMENTS OF SPEEDLINE. Borrower shall provide
to Agent and the Banks  audited  financial  statements  for Speedline for fiscal
year  ended 1996 and  reviewed  interim  financial  statements  for 1997,  which
financial  statements  shall not be materially,  in the opinion of Agent and the
Majority Banks, different from the financial statements previously provided.

         SECTION 4.11. WIRE TRANSFER  INSTRUCTIONS.Borrower shall provide writte
wire transfer instructions to Agent.


                                       29
<PAGE>

         SECTION 4.12. MISCELLANEOUS.  Such other items and  conditions as may
be  reasonably  required by Agent or the Banks shall be satisfied.


                              ARTICLE V. COVENANTS

         Borrower  agrees that so long as the  Commitment  remains in effect and
thereafter  until  the  principal  of and  interest  on all  Notes and all other
payments and fees due  hereunder  shall have been paid in full,  Borrower  shall
perform and  observe,  and shall cause each  Subsidiary  to perform and observe,
each of the following provisions:

         SECTION 5.1.  INSURANCE.  Each Company shall (a) maintain  insurance to
such extent and against such hazards and  liabilities as is commonly  maintained
by  companies  similarly  situated;  and (b)  within ten (10) days of any Bank's
written  request,  furnish  to such Bank such  information  about any  Company's
insurance  as  that  Bank  may  from  time  to time  reasonably  request,  which
information  shall be prepared in form and detail  satisfactory to such Bank and
certified by an officer of such Company.

         SECTION 5.2.  MONEY  OBLIGATIONS.  Each  Company  shall pay in full (a)
prior  in each  case  to the  date  when  penalties  would  attach,  all  taxes,
assessments  and  governmental  charges and levies (except only those so long as
and to the extent that the same shall be contested in good faith by  appropriate
and timely  proceedings and for which adequate reserves have been established in
accordance  with  GAAP) for which it may be or become  liable or to which any or
all of its properties may be or become subject;  (b) all of its wage obligations
to its  employees in  compliance  with the Fair Labor  Standards  Act (29 U.S.C.
206-207)  or any  comparable  provisions;  and (c) all of its other  obligations
calling for the payment of money (except only those so long as and to the extent
that the same shall be contested in good faith and for which  adequate  reserves
have been  established  in  accordance  with GAAP) before such  payment  becomes
overdue.

         SECTION 5.3. FINANCIAL STATEMENTS.Borrower shall furnish to each Bank:

         (a)  within  forty-five  (45)  days  after the end of each of the first
three quarter-annual periods of each fiscal year of Borrower,  balance sheets of
Borrower and its  Subsidiaries  as of the quarter then ended and  statements  of
income (loss), shareholders equity and cash flow for the quarter and fiscal year
to date periods then ended,  all prepared on a  Consolidated  and  consolidating
basis,  in accordance  with GAAP and reporting  requirements,  subject to normal
year-end  adjustments and without  footnotes,  and in form and detail reasonably
satisfactory to the Banks and certified by a Financial Officer of Borrower;

         (b)  within  ninety  (90)  days  after the end of each  fiscal  year of
Borrower,  an annual audit report of Borrower and its Subsidiaries for that year
prepared on a Consolidated and consolidating basis, in accordance with GAAP, and
in form and detail  reasonably  satisfactory  to the Banks and  certified  by an
independent  public  accountant  satisfactory  to the Banks,  which report shall
include balance sheets and statements of income (loss), stockholder's equity and


                                       30
<PAGE>

cash-flow for that period, together with a certificate by the accountant setting
forth the  Unmatured  Events of  Default  and  Events of  Default  coming to its
attention  during  the  course of its audit or,  if none,  a  statement  to that
effect;

         (c)  concurrently  with the delivery of the  financial  statements  set
forth in (a) and (b) above,  a Compliance  Certificate  in the form of Exhibit E
hereto, signed by a Financial Officer of Borrower;

         (d) with the delivery of the quarterly and annual financial  statements
described  in (a) and (b)  above,  a copy of any  management  report,  letter or
similar writing  furnished to the Companies by the accountants in respect of the
Companies' systems, operations, financial condition or properties;

         (e) at least  sixty  (60)  days  after the end of each  fiscal  year of
Borrower,  annual pro-forma projections of Borrower and its Subsidiaries for the
next fiscal year, to be in form reasonably  acceptable to Agent and the Majority
Banks;

         (f) as soon as available,  copies of all notices,  reports,  definitive
proxy  or  other  statements  and  other  documents  sent  by  Borrower  to  its
shareholders, to the holders of any of its debentures or bonds or the trustee of
any indenture securing the same or pursuant to which they are issued, or sent by
Borrower  (in  final  form)  to any  securities  exchange  or over  the  counter
authority or system, or to the Securities and Exchange Commission or any similar
federal agency having  regulatory  jurisdiction  over the issuance of Borrower's
securities; and

         (g)  within  ten (10) days of any Bank's  written  request,  such other
information  about the financial  condition,  properties  and  operations of any
Company as such Bank may from time to time reasonably request, which information
shall be submitted in form and detail satisfactory to such Bank and certified by
a Financial Officer of the Company or Companies in question.

         SECTION  5.4.  FINANCIAL  RECORDS.  Each  Company  shall  at all  times
maintain  true and  complete  records  and books of account  including,  without
limiting the  generality  of the  foregoing,  appropriate  reserves for possible
losses and liabilities, all in accordance with GAAP, and at all reasonable times
(during normal business hours and upon notice to the Company in question) permit
the Banks to examine  that  Company's  books and  records  and to make  excerpts
therefrom and transcripts  thereof.  Borrower shall maintain its fiscal year end
as on or about August 31, unless  otherwise  consented to by the Majority Banks,
which consent shall not be unreasonably withheld.

         SECTION 5.5.  FRANCHISES.  Each Company shall preserve and maintain  at
all times its corporate existence.

         SECTION  5.6.  ERISA  COMPLIANCE.  No Company  shall incur any material
accumulated  funding  deficiency  within the meaning of ERISA,  or any  material
liability to the PBGC, established thereunder in connection with any ERISA Plan.
Borrower  shall  furnish to the Banks (a) as soon as  possible  and in any event
within  thirty (30) days after any Company  knows or has reason to know that any
Reportable Event, as defined under ERISA Section 4043, with respect to any ERISA


                                       31
<PAGE>

Plan has occurred, a statement of the Financial Officer of such Company, setting
forth  details as to such  Reportable  Event and the action  which such  Company
proposes to take with  respect  thereto,  together  with a copy of the notice of
such Reportable Event given to the PBGC if a copy of such notice is available to
such Company,  and (b) promptly after receipt  thereof a copy of any notice such
Company,  or any member of the Controlled Group may receive from the PBGC or the
Internal  Revenue  Service with respect to any ERISA Plan  administered  by such
Company; provided, that this latter clause shall not apply to notices of general
application  promulgated by the PBGC or the Internal Revenue  Service.  Borrower
shall promptly notify the Banks of any material taxes  assessed,  proposed to be
assessed or which  Borrower  have  reason to believe  may be assessed  against a
Company by the Internal  Revenue Service with respect to any ERISA Plan. As used
in this Section  "material" means the measure of a matter of significance  which
shall be  determined  as  being an  amount  equal  to five  percent  (5%) of the
Consolidated Net Worth of Borrower and its Subsidiaries. As soon as practicable,
and in any event within twenty (20) days,  after any Company  becomes aware that
an ERISA Event has occurred, such Company shall provide Bank with notice of such
ERISA Event with a certificate  by a Financial  Officer of such Company  setting
forth the details of the event and the action such Company or another Controlled
Group  member  proposes to take with respect  thereto.  Borrower  shall,  at the
request of Agent or any Bank, deliver or caused to be delivered to Agent or such
Bank, as the case may be, true and correct  copies of any documents  relating to
the ERISA Plan of any Company.

         SECTION 5.7.  FINANCIAL COVENANTS.

         (a) INTEREST COVERAGE.  Borrower shall not suffer or permit at any time
the ratio of Consolidated EBIT to Consolidated Interest Expense for Borrower and
its Subsidiaries to be less than 2.00 to 1.00,  based upon Borrower's  financial
statements for the most recent fiscal quarter and the three (3) previous  fiscal
quarters (on a rolling four (4) quarter basis);  provided that,  anything herein
to the  contrary  notwithstanding,  for any period  prior to the fiscal  quarter
ending on or about  August 31,  1998,  each such  calculation  pursuant  to this
Section shall be for the fiscal year-to-date period.

         (b)  LEVERAGE.  Borrower  shall  not  suffer  or permit at any time the
Leverage Ratio of Borrower and it Subsidiaries to exceed (i) 3.65 to 1.00 on the
Closing  Date  through  August 30,  1998,  (ii) 3.25 to 1.00 on August 31,  1998
through  August  30,  1999,  and  (iii)  3.00 to 1.00 on  August  31,  1999  and
thereafter,  based upon  Borrower's  financial  statements  for the most  recent
fiscal quarter and the three (3) previous fiscal quarters (on a rolling four (4)
quarter basis), subject to the Proviso.

         SECTION 5.8. LIENS. No Company shall create,  assume or suffer to exist
any Lien upon any of its  property  or  assets  whether  now owned or  hereafter
acquired; provided that this Section shall not apply to the following:

         (a) Liens for taxes not yet due or which are being  actively  contested
in good faith by appropriate  proceedings  and for which adequate  reserves have
been established in accordance with GAAP;

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<PAGE>

         (b) other statutory Liens  incidental to the conduct of its business or
the  ownership  of its  property  and  assets  which  (i) were not  incurred  in
connection  with the  borrowing of money or the obtaining of advances or credit,
and (ii) which do not in the aggregate  materially detract from the value of its
property or assets or materially  impair the use thereof in the operation of its
business;

         (c) Liens on property or assets of  a Subsidiary to secure  obligations
of such  Subsidiary to Borrower or a Guarantor of Payment;

         (d) purchase money Liens securing  credit extended to a Company for the
purchase  of fixed  assets,  so long as each such Lien is  limited to the assets
being purchased; and

         (e) Liens existing as of the Closing Date and described on Schedule 5.8
hereto (with the understanding,  however,  that the Indebtedness secured by such
Liens may be extended, renewed, or replaced by Indebtedness of the same amount).

         SECTION 5.9. REGULATIONS U and X. No Company shall take any action that
would result in any  non-compliance of the Loans with Regulations U and X of the
Board of Governors of the Federal Reserve System.

         SECTION 5.10.  INVESTMENTS AND LOANS. No Company shall (a) make or keep
outstanding any advance or loan to any Person (other than  Borrower),  or (b) be
or become a Guarantor of any kind, except guarantees  securing only indebtedness
of the Companies  incurred or permitted pursuant to this Agreement or guaranties
of loans to Borrower;  provided,  that this  Section  shall not apply to (i) any
endorsement  of a check or other  medium of payment  for  deposit or  collection
through normal banking  channels or similar  transaction in the normal course of
business;  (ii) any  investment  in direct  obligations  of the United States of
America or in  certificates  of deposit  issued by a member  bank of the Federal
Reserve System;  (iii) any investment in commercial paper or securities which at
the time of such investment is assigned the highest quality rating in accordance
with the rating systems  employed by either Moody's  Investor  Service,  Inc. or
Standard and Poor's Corporation; (iv) any loans to any Subsidiary and guaranties
of the Indebtedness of a Subsidiary not in excess of the aggregate  amount,  for
all Companies and for all such loans and  guaranties,  of Fifty Million  Dollars
($50,000,000);  (v) in addition to the amount set forth in subpart  (iv) hereof,
the Casting  Guaranty;  (vi) in addition to the amount set forth in subpart (iv)
hereof, the guaranty of the Insurance Company Loans; or (vii) in addition to the
amount set forth in subpart (iv) hereof but at all times  subject to the proviso
at the end of this Section 5.10,  loans for the purchase  price of the Speedline
stock and retirement of Indebtedness of Speedline  existing on the Closing Date;
provided that, anything herein to the contrary  notwithstanding,  no loans shall
be made to, investments in, or guaranties or other  consideration  given for the
benefit  of,  Speedline  and any other  Subsidiaries  of  Borrower  that are not
organized  under  the laws of a state of the  United  States  in  excess  of the
aggregate   of,  for  all  such   loans,   investments,   guaranties   or  other
considerations, One Hundred Fifty Million Dollars ($150,000,000).

         SECTION  5.11.  MERGER AND SALE OF ASSETS.  No Company  shall  merge or
consolidate  with any  other  Person or sell,  lease or  transfer  or  otherwise
dispose of all or a substantial part of its assets to any Person, except that if

                                       33
<PAGE>

no  Unmatured  Event  of  Default  or  Event  of  Default  shall  then  exist or
immediately thereafter shall begin to exist:

         (a) any Subsidiary may merge with (i) Borrower  (provided that Borrower
shall  be the  continuing  or  surviving  corporation)  or (ii)  any one or more
Guarantors  of Payment,  provided  that either (a) the  continuing  or surviving
corporation shall be a Wholly-Owned  Subsidiary which is a Guarantor of Payment,
or (B) after  giving  effect to any merger  pursuant  to this  sub-clause  (ii),
Borrower and/or one or more  Wholly-Owned  Subsidiaries  which are Guarantors of
Payment shall own not less than the same  percentage of the  outstanding  Voting
Stock of the continuing or surviving  corporation as Borrower and/or one or more
Wholly-Owned  Subsidiaries (which are Guarantors of Payment) owned of the merged
Subsidiary immediately prior to such merger, or

         (b) any Subsidiary may sell,  lease,  transfer or otherwise  dispose of
any of its assets to (i) Borrower,  (ii) any Wholly-Owned  Subsidiary which is a
Guarantor  of Payment,  or (iii) any  Guarantor  of Payment,  of which  Borrower
and/or one or more Wholly-Owned  Subsidiaries,  which are Guarantors of Payment,
shall own not less than the same  percentage of Voting Stock as Borrower  and/or
one or more Wholly-Owned Subsidiaries (which are Guarantors of Payment) then own
of the Subsidiary making such sale, lease, transfer or other disposition.

         SECTION  5.12.  ACQUISITIONS.  No Company  shall  acquire or permit any
Subsidiary  to  acquire  the  assets  or stock of any  other  Person;  provided,
however,  that  Borrower  or any  Guarantor  of Payment may acquire the stock or
assets of another  Person so long as: (a) Borrower or such Guarantor of Payment,
as the case may be, is the surviving entity;  (b) the business to be acquired is
similar to the lines of business of the Companies (unless otherwise agreed to by
the Majority  Banks);  (c) the  Companies are in full  compliance  with the Loan
Documents  both prior to and  subsequent  to the  transaction;  and (d) Borrower
shall  provide to Agent and the Banks,  at least  twenty (20) days prior to such
acquisition,  historical  financial  statements  of the target  entity and a pro
forma  financial  statement of the Companies  accompanied  by a certificate of a
Financial  Officer of Borrower  showing pro forma  compliance  with  Section 5.7
hereof, both before and after the proposed acquisition.

         SECTION 5.13.  NOTICE.  Borrower  shall cause its Financial  Officer to
promptly  notify the Banks  whenever any Unmatured  Event of Default or Event of
Default may occur  hereunder  or any other  representation  or warranty  made in
Article VI hereof or elsewhere in this  Agreement or in any Related  Writing may
for any reason cease in any material respect to be true and complete.

         SECTION 5.14.  ENVIRONMENTAL  COMPLIANCE.  Each Company shall comply in
all material  respects with any and all  Environmental  Laws including,  without
limitation, all Environmental Laws in jurisdictions in which any Company owns or
operates a facility or site,  arranges  for  disposal or  treatment of hazardous
substances,  solid waste or other  wastes,  accepts for  transport any hazardous
substances,  solid waste or other wastes or holds any interest in real  property
or otherwise. Borrower shall furnish to the Banks promptly after receipt thereof
a copy of any notice any Company may receive  from any  governmental  authority,
private person or entity or otherwise that any material litigation or proceeding

                                       34
<PAGE>

pertaining  to any  environmental,  health or safety matter has been filed or is
threatened  against such Company,  any real property in which such Company holds
any  interest  or any past or  present  operation  of such  Company.  Except for
inadvertent releases of an immaterial nature, no Company shall allow the release
or disposal of hazardous waste,  solid waste or other wastes on, under or to any
real  property in which any Company  holds any  interest or performs  any of its
operations,  in violation  of any  Environmental  Law. As used in this  Section,
"litigation or proceeding" means any demand, claim, notice, suit, suit in equity
action,  administrative action,  investigation or inquiry whether brought by any
governmental  authority,  private person or entity or otherwise.  Borrower shall
defend,  indemnify  and hold  Agent and the Banks  harmless  against  all costs,
expenses,  claims,  damages,  penalties and  liabilities of every kind or nature
whatsoever  (including  attorneys  fees)  arising out of or  resulting  from the
noncompliance of any Company with any Environmental Law.

         SECTION 5.15.  CORPORATE  NAMES.  No Company shall change its corporate
name,  unless, in each case,  Borrower shall provide Agent and each Bank with at
least thirty (30) days prior written notice thereof.  Borrower's principal place
of business and the location where Borrower  maintains its corporate  records is
the address designated on the signature pages of this Agreement.

         SECTION  5.16.  SUBSIDIARY   GUARANTIES.   Each  Subsidiary  which  (a)
comprises more than five and one-half percent (5-1/2%) of either the revenues or
assets  (or both) of  Borrower  and (b) is not  organized  outside of the United
States of America that is created,  acquired or held  subsequent  to the Closing
Date,  shall  immediately  execute and deliver to Agent a Guaranty of Payment of
all of the Debt, such agreement to be in form and substance  acceptable to Agent
and the Majority Banks.

         SECTION 5.17. AFFILIATE TRANSACTIONS. No Company shall, or shall permit
any  Subsidiary to,  directly or  indirectly,  enter into or permit to exist any
transaction  (including,  without  limitation,  the  purchase,  sale,  lease  or
exchange of any property or the  rendering of any service) with any Affiliate of
a Company on terms that are less  favorable to such Company or such  Subsidiary,
as the  case  may be,  than  those  that  might  be  obtained  at the  time in a
transaction with a non-Affiliate;  provided,  however,  that the foregoing shall
not prohibit the payment of (a)  customary  and  reasonable  directors'  fees to
directors who are not  employees of a Company or any Affiliate of a Company,  or
(b) any  transaction  between  Borrower  and an  Affiliate  (if a  Guarantor  of
Payment)  which  Borrower  reasonably  determines in good faith is beneficial to
Borrower  and its  Affiliates  as a whole and which is not entered  into for the
purpose  of  hindering  the  exercise  by Agent or the Banks of their  rights or
remedies under this Agreement. For purposes of this provision, "Affiliate" shall
mean any person or entity, directly or indirectly, controlling, controlled by or
under common  control with a Company and "control"  (including  the  correlative
meanings,  the terms  "controlling",  "controlled  by" and "under common control
with") means the possession,  directly or indirectly,  of the power to direct or
cause the direction of the management and policies of a Company, whether through
the ownership of voting securities, by contract or otherwise.

                                       35
<PAGE>

         SECTION  5.18.  ACQUISITION.  The  Acquisition  shall be  completed  in
accordance  with the terms of the Share  Purchase  Agreement on or before August
19, 1997 or such later date  determined  in accordance  with the Share  Purchase
Agreement but in no event later than August 31, 1997. No amendment shall be made
to, or any waiver granted under, the Share Purchase Agreement from and after the
date hereof  without  Agent's  prior  written  consent.  After the  Acquisition,
Borrower shall provide evidence in form and substance  satisfactory to Agent and
the  Majority  Banks  that  the  Acquisition  has  been  completed  and that all
necessary  documents  or  instruments  have  been  filed  with  all  appropriate
governmental  offices and that all necessary  governmental  or other consents or
approvals have been obtained.

         SECTION  5.19.  SYNDICATION  OF CREDIT.  Each Company  shall provide to
Agent, upon request, such information and assistance,  including but not limited
to participation of senior level management, in Agent's efforts to syndicate the
Commitment and the Loans.

         SECTION 5.20.   VALUE OF  COMPANIES.  Borrower and the  Guarantors,  on
a combined basis, shall at all times represent at least fifty five percent (55%)
of the Consolidated Net Worth of the Companies.

                   ARTICLE VI. REPRESENTATIONS AND WARRANTIES

         Subject only to such  exceptions,  if any, as may be fully disclosed in
an  officer's  certificate  furnished  by  Borrower  to each  Bank  prior to the
execution  and  delivery  hereof,  Borrower  represents  and  warrants  that the
statements set forth in this Article VI are true, correct and complete.

         SECTION 6.1. CORPORATE EXISTENCE;  SUBSIDIARIES; FOREIGN QUALIFICATION.
Each Company is a corporation  duly  organized,  validly  existing,  and in good
standing under the laws of its state of incorporation  and is duly qualified and
authorized  to do business and is in good standing as a foreign  corporation  in
the  jurisdictions set forth opposite its name on Schedule 6.1, which are all of
the states or jurisdictions  where the character of its property or its business
activities makes such  qualification  necessary,  except where the failure to so
qualify will not cause or result in a material  adverse  effect to the business,
operations or condition  (financial or otherwise) of such Company.  Schedule 6.1
sets  forth  each  Subsidiary  of  Borrower,  its  state of  incorporation,  its
relationship to Borrower,  including the percentage of each class of stock owned
by a Company,  the  location of its chief  executive  offices and its  principal
place of business.  Borrower owns,  directly or  indirectly,  all of the capital
stock of each of its Subsidiaries.

         SECTION 6.2. CORPORATE AUTHORITY.  Each Company has the right and power
and is duly  authorized and empowered to enter into,  execute,  deliver the Loan
Documents  to which it is a party and to perform and observe the  provisions  of
the Loan  Documents.  The Loan  Documents  to which each Company is a party have
been duly  authorized and approved by such Company's  Board of Directors and are
the valid and binding  obligations  of such  Company,  enforceable  against such
Company in accordance with their respective  terms. The execution,  delivery and
performance  of the Loan  Documents  will not  conflict  with nor  result in any
breach in any of the provisions of, or constitute a default under,  or result in

                                       36
<PAGE>

the creation of any Lien (other than Liens  permitted  under Section 5.8 of this
Agreement)  upon any assets or property of any Company under the  provisions of,
each Company's Articles (or Certificate) of Incorporation, Bylaws or Regulations
or any agreement.

         SECTION  6.3.     COMPLIANCE WITH LAWS.  Each Company:

         (a)  holds  permits,  certificates,  licenses,  orders,  registrations,
franchises,  authorizations, and other approvals from federal, state, local, and
foreign  governmental  and  regulatory  bodies  necessary for the conduct of its
business and is in compliance with all applicable laws relating thereto,  except
to the extent any failure will not cause or result in a material  adverse effect
to the  business,  operations  or condition  (financial  or  otherwise)  of such
Company;

         (b) is in  compliance  with  all  federal,  state,  local,  or  foreign
applicable  statutes,   rules,  regulations,   and  orders  including,   without
limitation, those relating to environmental protection,  occupational safety and
health, and equal employment practices; and

         (c) is not in violation of or in default  under any  agreement to which
it is a party or by which its assets are subject or bound,  except to the extent
any  failure  will not  cause or  result  in a  material  adverse  effect to the
business, operations or condition (financial or otherwise) of such Company.

         SECTION  6.4.  LITIGATION  AND  ADMINISTRATIVE  PROCEEDINGS.  Except as
disclosed on Schedule 6.4, hereto, as to each of which, if determined adversely,
would not have a material adverse effect on the business, property or operations
(financial  or  otherwise)  of a Company,  there are (a) no  lawsuits,  actions,
investigations,  or other proceedings pending or threatened against any Company,
or in  respect  of which any  Company  may have any  liability,  in any court or
before any governmental authority, arbitration board, or other tribunal ; (b) no
orders,  writs,  injunctions,  judgments,  or decrees of any court or government
agency  or  instrumentality  to which  any  Company  is a party or by which  the
property or assets of any Company are bound; and (c) no grievances, disputes, or
controversies  outstanding with any union or other organization of the employees
of any Company,  or threats of work  stoppage,  strike,  or pending  demands for
collective bargaining.

         SECTION  6.5.  TITLE TO  ASSETS.  Each  Company  has good  title to and
ownership of all property it purports to own,  which  property is free and clear
of all Liens, except those permitted under Section 5.8 hereto.

         SECTION 6.6. LIENS AND SECURITY  INTERESTS.  Except for Liens permitted
pursuant to Section 5.8 hereof, (a) there is no financing statement  outstanding
covering  any  personal  property  of any  Company;  (b)  there  is no  mortgage
outstanding  covering  any  real  property  of any  Company;  and (c) no real or
personal  property of any Company is subject to any security interest or Lien of
any kind.

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<PAGE>

         SECTION 6.7. TAX RETURNS. All federal,  state and local tax returns and
other  reports  required by law to be filed in respect of the income,  business,
properties  and  employees  of any  Company  have  been  filed  and  all  taxes,
assessments,  fees and other governmental charges which are due and payable have
been paid, except as otherwise permitted herein or the failure to do so does not
and will not cause or  result  in a  material  adverse  effect on the  business,
operations or condition (financial or otherwise) of a Company. The provision for
taxes on the books of each  Company  is  adequate  for all  years not  closed by
applicable statutes and for the current fiscal year.

         SECTION 6.8. ENVIRONMENTAL LAWS. Each Company is in material compliance
with  any  and  all  Environmental  Laws  including,   without  limitation,  all
Environmental  Laws in all  jurisdictions in which any Company owns or operates,
or has owned or  operated,  a facility  or site,  arranges or has  arranged  for
disposal or  treatment  of hazardous  substances,  solid waste or other  wastes,
accepts or has accepted for transport any hazardous  substances,  solid waste or
other wastes or holds or has held any interest in real property or otherwise. No
litigation or proceeding  arising under,  relating to or in connection  with any
Environmental  Law is  pending  or, to the best of their  knowledge,  threatened
against any Company, any real property in which any Company holds or has held an
interest or any past or present operation of any Company. No release, threatened
release  or  disposal  of  hazardous  waste,  solid  waste  or other  wastes  is
occurring, or has occurred (other than those that are currently being cleaned up
in accordance  with  Environmental  Laws),  on, under or to any real property in
which any  Company  holds any  interest or performs  any of its  operations,  in
violation of any  Environmental  Law. As used in this  Section,  "litigation  or
proceeding"  means any demand,  claim,  notice,  suit,  suit in equity,  action,
administrative   action,   investigation  or  inquiry  whether  brought  by  any
governmental authority, private person or entity or otherwise.

         SECTION 6.9. CONTINUED BUSINESS.  There exists no actual,  pending, or,
to Borrower's knowledge, any threatened termination,  cancellation or limitation
of, or any  modification  or change in the business  relationship of any Company
and any customer or supplier,  or any group of  customers  or  suppliers,  whose
purchases or supplies,  individually  or in the  aggregate,  are material to the
business of any Company, and there exists no present condition or state of facts
or  circumstances  which would  materially  affect  adversely any Company in any
respect or prevent a Company from conducting  such business or the  transactions
contemplated  by this  Agreement in  substantially  the same manner which it was
theretofore conducted.

         SECTION 6.10.  EMPLOYEE  BENEFITS PLANS.  Schedule 6.10 identifies each
ERISA Plan.  No ERISA Event has occurred or is expected to occur with respect to
an ERISA Plan.  Full  payment has been made of all  amounts  which a  Controlled
Group member is required, under applicable law or under the governing documents,
to have been paid as a  contribution  to or a benefit under each ERISA Plan. The
liability  of each  Controlled  Group member with respect to each ERISA Plan has
been fully funded based upon reasonable and proper  actuarial  assumptions,  has
been fully insured, or has been fully reserved for on its financial  statements.
No changes  have  occurred or are  expected to occur that would cause a material
increase in the cost of providing benefits under the ERISA Plan. With respect to
each ERISA Plan that is intended to be qualified under Code Section 401(a):  (a)
the ERISA Plan and any associated trust operationally comply with the applicable
requirements of Code Section 401(a), (b) the ERISA Plan and any associated trust


                                       38
<PAGE>

have been amended to comply with all such  requirements  as currently in effect,
other than those  requirements  for which a  retroactive  amendment  can be made
within the "remedial  amendment  period" available under Code Section 401(b) (as
extended under Treasury Regulations and other Treasury pronouncements upon which
taxpayers may rely), (c) the ERISA Plan and any associated trust have received a
favorable  determination  letter from the Internal  Revenue Service stating that
the ERISA Plan qualifies  under Code Section 401(a),  that the associated  trust
qualifies  under  Code  Section  501(a)  and,  if  applicable,  that any cash or
deferred  arrangement  under the ERISA Plan qualifies under Code Section 401(k),
unless the ERISA Plan was first adopted at a time for which the  above-described
"remedial  amendment  period" has not yet expired,  (d) the ERISA Plan currently
satisfies  the  requirements  of Code  Section  410(b),  without  regard  to any
retroactive  amendment  that may be made  within the  above-described  "remedial
amendment period",  and (e) no contribution made to the ERISA Plan is subject to
an excise tax under Code Section  4972;  and.  With respect to any Pension Plan,
the "accumulated benefit obligation" of Controlled Group members with respect to
the Pension Plan (as  determined  in  accordance  with  Statement of  Accounting
Standards No. 87, "Employers' Accounting for Pensions") does not exceed the fair
market value of Pension Plan assets.  In the event all Controlled  Group members
were to  withdraw  from  all  Multi-employer  Plans in a  "complete  withdrawal"
(within the meaning of ERISA Section  4203),  the resultant  liability,  if any,
would not have a material and adverse impact on the Companies taken as a whole.

         SECTION  6.11.   CONSENTS  OR  APPROVALS.   No  consent,   approval  or
authorization   of,  or  filing,   registration  or   qualification   with,  any
governmental  authority  or any  other  Person is  required  to be  obtained  or
completed  by  any  Company  in  connection  with  the  execution,  delivery  or
performance of any of the Loan Documents, which has not already been obtained or
completed.

         SECTION 6.12.  SOLVENCY.  Borrower has received  consideration which is
the reasonable equivalent value of the obligations and liabilities that Borrower
has incurred to the Banks. No Borrower is insolvent as defined in any applicable
state or  federal  statute,  nor will  Borrower  be  rendered  insolvent  by the
execution and delivery of the Loan Documents to Agent and the Banks. No Borrower
is  engaged  or about to engage in any  business  or  transaction  for which the
assets  retained  by it will  be an  unreasonably  small  capital,  taking  into
consideration  the  obligations  to Agent and the Banks incurred  hereunder.  No
Borrower  intends to, nor does it believe  that it will,  incur debts beyond its
ability to pay them as they mature.

         SECTION 6.13.  FINANCIAL  STATEMENTS.  The audited 1996 fiscal year-end
and third quarter 1997 fiscal year-to-date financial statements of Borrower, and
the December 31, 1996 financial  statements and the interim financial statements
for the five month period ending May 31, 1997 of  Speedline,  furnished to Agent
and the Banks are true and complete,  have been prepared in accordance with GAAP
(except that interim  financial  statements do not contain  footnotes and do not
reflect year end  adjustments),  and fairly present  Borrower's and  Speedline's
financial condition as of the dates of such financial statements and the results
of their  operations for the respective  periods then ended.  Since the dates of
such  financial  statements,  there has been no material  adverse  change in any
Company's or  Speedline's  financial  condition,  properties or business nor any
change in any  Company's or  Speedline's  accounting  procedures,  other than in
connection with the Acquisition.

                                       39
<PAGE>


         SECTION 6.14. REGULATIONS.  No Company is engaged principally or as one
of its important activities, in the business of extending credit for the purpose
of purchasing or carrying any "margin stock" (within the meaning of Regulation U
of the Board of Governors of the Federal  Reserve System of the United States of
America).  Neither the granting of any Loans (or any conversion thereof) nor the
use of the proceeds of the Loans will  violate,  or be  inconsistent  with,  the
provisions of Regulation U or X of said Board of Governors.

         SECTION  6.15.  MATERIAL  AGREEMENTS.  No Company is a party to any (a)
debt instrument; (b) lease (capital, operating or otherwise),  whether as lessee
or lessor thereunder; (c) contract, commitment,  agreement, or other arrangement
involving  the  purchase or sale of any  inventory  by it, or the license of any
right to or by it;, (d) contract,  commitment,  agreement,  or other arrangement
with any of its "Affiliates" (as such term is defined in the Securities Exchange
Act of 1934, as amended);  (e) management or employment contract or contract for
personal  services with any of its Affiliates which is not otherwise  terminable
at will or on  less  than  ninety  (90)  days'  notice  without  liability;  (f)
collective   bargaining   agreement;   or   (g)   other   contract,   agreement,
understanding,  or arrangement  which, as to subsections (a) through (g), above,
if violated,  breached,  or  terminated  for any reason,  would have or would be
reasonably expected to have a material adverse effect on the business, operation
or condition (financial or otherwise) of any Company.

         SECTION 6.16.  INTELLECTUAL PROPERTY.  Each Company owns, possesses, or
has the right to use all the patents, patent applications,  trademarks,  service
marks, copyrights,  licenses, and rights with respect to the foregoing necessary
for the conduct of its business  without any known  conflict  with the rights of
others,  except as would not have or would not be reasonably  expected to have a
material  adverse effect on the business,  property or operations  (financial or
otherwise) of such Company.

         SECTION 6.17. INSURANCE.  Each Company maintains with financially sound
and reputable insurers insurance with coverage and limits as required by law and
as is customary with persons engaged in the same businesses as such Company.

         SECTION 6.18. ACCURATE AND COMPLETE  STATEMENTS.  The Loan Documents do
not  contain any untrue  statement  of a material  fact or omit a material  fact
necessary to make the statements  contained  therein not  misleading.  Any other
written  statement  made by any  Company  in  connection  with  any of the  Loan
Documents  does not,  when put in the context of the other  disclosures  made by
Borrower,  contain any untrue  statement  of a material  fact or omit a material
fact necessary to make the statements  contained  therein not misleading.  After
due inquiry by Borrower, there is no known fact which Borrower has not disclosed
to Agent and the Banks  which has a  material  adverse  effect on the  business,
operations or condition (financial or otherwise) of any Company.

         SECTION  6.19  DEFAULTS.  No  Unmatured  Event of  Default  or Event of
Default  exists  hereunder,  nor will any begin to exist  immediately  after the
execution and delivery hereof.

                                       40
<PAGE>

                         ARTICLE VII. EVENTS OF DEFAULT

         Each of the following shall constitute an Event of Default hereunder:

         SECTION 7.1.  PAYMENTS.  If the interest on any Note, any commitment or
other fee or any other amount (other than principal) payable hereunder shall not
be paid in full  punctually  when  due and  payable,  or  within  five  (5) days
thereafter; or if the principal of any Note shall not be paid in full punctually
when due and payable.

         SECTION 7.2.  SPECIAL  COVENANTS.  If  any Company or any Obligor shall
fail or omit to perform and observe  Sections 5.7, 5.9,  5.16  or 5.18 hereof.

         SECTION 7.3. OTHER COVENANTS.  If any Company or any Obligor shall fail
or omit to perform and  observe any  agreement  or other  provision  (other than
those  referred to in Sections  7.1 or 7.2 hereof)  contained  or referred to in
this  Agreement or any Related  Writing  that is on such  Company's or Obligor's
part,  as the case may be, to be  complied  with,  and that  Unmatured  Event of
Default  shall not have been fully  corrected  within thirty (30) days after the
giving of  written  notice  thereof  to  Borrower  by Agent or any Bank that the
specified Unmatured Event of Default is to be remedied.

         SECTION 7.4.  REPRESENTATIONS  AND WARRANTIES.  If any  representation,
warranty  or  statement  made in or pursuant  to this  Agreement  or any Related
Writing  or any other  material  information  furnished  by any  Company  or any
Obligor to the Banks or any  thereof or any other  holder of any Note,  shall be
false or erroneous  when made,  deemed to be made under Section 2.2 hereof or at
the time furnished.

         SECTION 7.5. CROSS DEFAULT. If any Company or any Obligor shall default
in the payment of principal or interest due and owing upon any other  obligation
for borrowed money in excess of the aggregate, for all such obligations, of Five
Million  Dollars  ($5,000,000)  beyond any period of grace provided with respect
thereto or in the  performance  or  observance of any other  agreement,  term or
condition  contained in any agreement under which such obligation is created, if
the effect of such default is to accelerate the maturity of such indebtedness or
to permit the holder thereof to cause such  indebtedness  to become due prior to
its stated maturity.

         SECTION 7.6. ERISA DEFAULT.  The occurrence of one or more ERISA Events
which (a) is likely to have a material adverse effect on the financial condition
of the Companies  when taken as a whole,  or (b) results in a Lien on the assets
of Borrower or any Guarantor of Payment.

         SECTION 7.7.  CHANGE IN OWNERSHIP.  If  Borrower  shall  cease to  own,
directly or indirectly,  one hundred percent (100%) of the outstanding stock  of
Speedline and its Subsidiaries.

         SECTION 7.8. MONEY JUDGMENT.  a final judgment or order for the payment
of money  shall be  rendered  against  any  Company or any Obligor by a court of
competent jurisdiction,  which remains unpaid or unstayed and undischarged for a

                                       41
<PAGE>

period (during which execution  shall not be effectively  stayed) of thirty (30)
days after the date on which the right to appeal has expired,  provided that the
aggregate of all such judgments shall exceed Five Million Dollars ($5,000,000).

         SECTION 7.9.  MATERIAL  ADVERSE  CHANGE.  There shall have occurred any
condition  or event  which has or is  reasonably  likely to have a material  and
adverse effect on the financial condition of Borrower and its Subsidiaries, when
taken as a whole,  or on the rights and remedies of Agent or the Banks under the
Loan Documents or the ability of Borrower or any of its  Subsidiaries to perform
their respective obligations under the Loan Documents.  Failure of the Principal
Mutual Life Insurance  Company and  Northwestern  Mutual Life Insurance  Company
pursuant to the Insurance  Company Loans to have executed  permanent  waivers of
any default or event of default that occurs under the loan documents relating to
the  Insurance  Company  Loans by virtue  of  Borrower's  execution  of the Loan
Documents on or before September 15, 1997,  (unless the Insurance  Company Loans
are no  longer  outstanding  at  September  15,  1997)  shall be  deemed to be a
material adverse change hereunder and shall be deemed to be an Event of Default.

         SECTION  7.10.  GUARANTY OF PAYMENT.  If any Guaranty of Payment or any
provision  thereof shall be deemed to be or be found invalid or unenforceably by
a court  competent  jurisdiction  or shall have  ceased to be  effective  or any
Guarantor of Payment shall have repudiated it's obligations  under a Guaranty of
Payment.

         SECTION  7.11.  SOLVENCY.  If any  Company  or any  Obligor  shall  (a)
discontinue  business,  or (b)  generally not pay its debts as such debts become
due, or (c) make a general assignment for the benefit of creditors, or (d) apply
for or consent to the  appointment  of a receiver,  a custodian,  a trustee,  an
interim trustee or liquidator of all or a substantial part of its assets, or (e)
be  adjudicated  a debtor or have  entered  against it an order for relief under
Title 11 of the United  States  Code,  as the same may be  amended  from time to
time,  or (f) file a voluntary  petition in  bankruptcy or file a petition or an
answer seeking  reorganization  or an  arrangement  with creditors or seeking to
take advantage of any other law (whether federal or state) relating to relief of
debtors, or admit (by answer, by default or otherwise) the material  allegations
of a petition filed against it in any bankruptcy, reorganization,  insolvency or
other proceeding  (whether  federal or state) relating to relief of debtors,  or
(g)  suffer  or permit to  continue  unstayed  and in  effect  for  thirty  (30)
consecutive  days any judgment,  decree or order entered by a court of competent
jurisdiction, which approves a petition seeking its reorganization or appoints a
receiver,  custodian,  trustee,  interim  trustee  or  liquidator  of  all  or a
substantial  part of its  assets,  or (h) take,  or omit to take,  any action in
order thereby to effect any of the foregoing.

                       ARTICLE VIII. REMEDIES UPON DEFAULT

    Notwithstanding any contrary provision or inference herein or elsewhere,

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<PAGE>

         SECTION 8.1. OPTIONAL DEFAULTS.  If any Event of Default referred to in
Section 7.1, 7.2., 7.3, 7.4, 7.5, 7.6, 7.7, 7.8, 7.9 or 7.10 hereof shall occur,
the Majority Banks shall have the right in their discretion, by directing Agent,
on behalf of the Banks, to give written notice to Borrower, to:

         (a) terminate the Commitment and the credits hereby established, if not
theretofore terminated,  and, immediately upon such election, the obligations of
Banks, and each thereof, to make any further Loan or Loans and the obligation of
Agent to issue any Letter of Credit hereunder  immediately  shall be terminated,
and/or

         (b)  accelerate  the  maturity of all of the Debt (if it be not already
due and  payable),  whereupon  all of the Debt shall  become and  thereafter  be
immediately  due and  payable  in full  without  any  presentment  or demand and
without any further or other notice of any kind,  all of which are hereby waived
by Borrower.

         SECTION 8.2.  AUTOMATIC DEFAULTS.  If any Event of Default referred  to
in Section 7.11 hereof shall occur:

         (a) all of the  Commitment  and the credits  hereby  established  shall
automatically and immediately terminate, if not theretofore  terminated,  and no
Bank thereafter shall be under any obligation to grant any further Loan or Loans
hereunder, nor shall Agent be obligated to issue any Letter of Credit hereunder,
and

         (b) the  principal of and interest on any Notes then  outstanding,  and
all of the Debt shall  thereupon  become and thereafter be  immediately  due and
payable  in  full  (if it be not  already  due and  payable),  all  without  any
presentment, demand or notice of any kind, which are hereby waived by Borrower.

         SECTION  8.3.  LETTERS  OF  CREDIT.  If the  maturity  of the  Notes is
accelerated  pursuant to Sections 8.1 or 8.2 hereof,  Borrower shall immediately
deposit and maintain  with Agent,  as security  for  Borrower's  obligations  to
reimburse Agent and the Banks for any then outstanding  Letters of Credit,  cash
equal  to the sum of the  aggregate  undrawn  balance  of any  then  outstanding
Letters of Credit.  Agent and the Banks are hereby authorized,  at their option,
to deduct any and all such amounts from any deposit  balances  then owing by any
Bank to or for the credit or account of any Company,  as security for Borrower's
obligations to reimburse Agent and the Banks for any then outstanding Letters of
Credit.

         SECTION  8.4.  OFFSETS.  If there  shall  occur or exist  any  Event of
Default  referred to in Section  7.11 hereof or if the  maturity of the Notes is
accelerated  pursuant  to Section  8.1 or 8.2  hereof,  each Bank shall have the
right at any time to set off against,  and to  appropriate  and apply toward the
payment  of, any and all Debt then owing by  Borrower  to that Bank  (including,
without limitation,  any participation  purchased or to be purchased pursuant to
Section 8.5 hereof),  whether or not the same shall then have  matured,  any and
all deposit balances and all other  indebtedness then held or owing by that Bank
to or for the credit or account of  Borrower,  all  without  notice to or demand

                                       43
<PAGE>

upon  Borrower or any other  person,  all such notices and demands  being hereby
expressly waived by Borrower.

         SECTION 8.5.  EQUALIZATION  PROVISION.  Each Bank agrees with the other
Banks that if it, at any time,  shall obtain any Advantage  over the other Banks
or any  thereof in  respect of the Debt  (except  under  Article  III hereof and
except as to Competitive Bid Loans), it shall purchase from the other Banks, for
cash and at par, such additional participation in the Debt as shall be necessary
to nullify the Advantage.  If any such Advantage resulting in the purchase of an
additional  participation  as  aforesaid  shall be recovered in whole or in part
from the Bank  receiving the  Advantage,  each such purchase shall be rescinded,
and the purchase price restored (but without  interest unless the Bank receiving
the  Advantage  is  required  to pay  interest  on the  Advantage  to the person
recovering  the Advantage from such Bank) ratably to the extent of the recovery.
Each Bank  further  agrees  with the other  Banks  that if it at any time  shall
receive any payment  for or on behalf of Borrower on any  indebtedness  owing by
Borrower to that Bank by reason of offset of any deposit or other  indebtedness,
it will apply such payment first to any and all  indebtedness  owing by Borrower
to that Bank pursuant to this  Agreement  (including,  without  limitation,  any
participation purchased or to be purchased pursuant to this Section or any other
Section  of this  Agreement).  Borrower  agrees  that any Bank so  purchasing  a
participation  from the other Banks or any thereof  pursuant to this Section may
exercise all its rights of payment (including the right of set-off) with respect
to such participation as fully as if such Bank was a direct creditor of Borrower
in the amount of such participation.

                              ARTICLE IX. THE AGENT

         The Banks authorize  KeyBank National  Association and KeyBank National
Association  hereby  agrees  to act as agent for the  Banks in  respect  of this
Agreement upon the terms and conditions set forth  elsewhere in this  Agreement,
and upon the following terms and conditions:

         SECTION  9.1.   APPOINTMENT   AND   AUTHORIZATION.   Each  Bank  hereby
irrevocably  appoints and  authorizes  Agent to take such action as agent on its
behalf and to exercise  such powers  hereunder as are  delegated to Agent by the
terms hereof,  together with such powers as are reasonably  incidental  thereto.
Neither Agent nor any of its directors,  officers,  attorneys or employees shall
be liable for any action taken or omitted to be taken by it or them hereunder or
in connection herewith,  except for its or their own gross negligence or willful
misconduct.

         SECTION 9.2. NOTE HOLDERS. Agent may treat the payee of any Note as the
holder  thereof until written  notice of transfer shall have been filed with it,
signed by such payee and in form satisfactory to Agent.

         SECTION 9.3.  CONSULTATION  WITH COUNSEL.  Agent may consult with legal
counsel  selected by it and shall not be liable for any action taken or suffered
in good faith by it in accordance with the opinion of such counsel.

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<PAGE>

         SECTION  9.4.  DOCUMENTS.  Agent shall not be under any duty to examine
into or pass upon the validity, effectiveness,  genuineness or value of any Loan
Documents  or  any  other  Related  Writing  furnished  pursuant  hereto  or  in
connection herewith or the value of any collateral obtained hereunder, and Agent
shall be entitled to assume that the same are valid,  effective  and genuine and
what they purport to be.

         SECTION 9.5.  AGENT AND  AFFILIATES.  With respect to the Loans,  Agent
shall  have the same  rights  and  powers  hereunder  as any other  Bank and may
exercise the same as though it were not the agent,  and Agent and its affiliates
may accept  deposits  from,  lend money to and  generally  engage in any kind of
business with any Company or any affiliate thereof.

         SECTION 9.6.  KNOWLEDGE  OF DEFAULT.  It is  expressly  understood  and
agreed that Agent shall be entitled to assume that no Unmatured Event of Default
or Event of  Default  has  occurred  and is  continuing,  unless  Agent has been
notified by a Bank in writing that such Bank believes that an Unmatured Event of
Default or Event of Default has occurred and is continuing  and  specifying  the
nature thereof.

         SECTION  9.7.  ACTION BY  AGENT.  So long as Agent  shall be  entitled,
pursuant to Section 9.6 hereof,  to assume that no Unmatured Event of Default or
Event of Default shall have occurred and be continuing,  Agent shall be entitled
to use its discretion  with respect to exercising or refraining  from exercising
any rights which may be vested in it by, or with respect to taking or refraining
from  taking  any  action or  actions  which it may be able to take  under or in
respect of, this  Agreement.  Agent shall incur no liability under or in respect
of this  Agreement  by acting  upon any notice,  certificate,  warranty or other
paper or instrument believed by it to be genuine or authentic or to be signed by
the proper  party or parties,  or with  respect to  anything  which it may do or
refrain from doing in the reasonable exercise of its judgment, or which may seem
to it to be necessary or desirable in the premises.

         SECTION 9.8. NOTICES,  DEFAULT, ETC. In the event that Agent shall have
acquired actual knowledge of any Unmatured Event of Default or Event of Default,
Agent shall promptly notify the Banks and shall take such action and assert such
rights under this  Agreement as the Majority  Banks shall direct and Agent shall
inform  the other  Banks in writing  of the  action  taken.  Agent may take such
action and assert such rights as it deems to be  advisable,  in its  discretion,
for the protection of the interests of the holders of the Notes.

         SECTION  9.9.  INDEMNIFICATION  OF AGENT.  The Banks agree to indemnify
Agent (to the extent not  reimbursed  by Borrower),  ratably  according to their
respective  Commitment  Percentages  from and against  any and all  liabilities,
obligations,  losses,  damages,  penalties,  actions,  judgments,  suits, costs,
expenses or disbursements of any kind or nature  whatsoever which may be imposed
on,  incurred by or asserted  against  Agent in its capacity as agent in any way
relating to or arising out of this  Agreement or any Loan Document or any action
taken or omitted by Agent with respect to this  Agreement or any Loan  Document,
provided  that no Bank  shall be liable  for any  portion  of such  liabilities,
obligations,  losses,  damages,  penalties,  actions,  judgments,  suits, costs,
expenses (including attorney fees) or disbursements resulting from Agent's gross
negligence,  willful  misconduct or from any action taken or omitted by Agent in

                                       45
<PAGE>

any capacity other than as agent under this Agreement.

         SECTION 9.10.  SUCCESSOR AGENT.  Agent may resign as agent hereunder by
giving not fewer than thirty (30) days' prior written notice to Borrower and the
Banks. If Agent shall resign under this Agreement,  then either (a) the Majority
Banks shall  appoint from among the Banks a successor  agent for the Banks (with
the  consent of Borrower  so long as an Event of Default  has not  occurred  and
which  consent  shall not be  unreasonably  withheld  or  delayed),  or (b) if a
successor  agent shall not be so appointed  and approved  within the thirty (30)
day period following Agent's notice to the Banks of its resignation,  then Agent
shall appoint a successor  agent who shall serve as agent until such time as the
Majority Banks appoint a successor agent, which shall be a financial institution
organized under the laws of the United States and having a combined  capital and
surplus of at least Two Hundred Fifty Million Dollars  ($250,000,000).  Upon its
appointment, such successor agent shall succeed to the rights, powers and duties
as agent,  and the term "Agent"  shall mean such  successor  effective  upon its
appointment,  and the former agent's rights, powers and duties as agent shall be
terminated  without  any other or further act or deed on the part of such former
agent or any of the  parties  to this  Agreement,  provided,  however,  that the
provisions  of this Article IX shall inure to the benefit of the former agent as
to any actions  taken or omitted to be taken by it while it was agent under this
Agreement.

                            ARTICLE X. MISCELLANEOUS

         SECTION  10.1.  BANKS'  INDEPENDENT  INVESTIGATION.  Each Bank,  by its
signature  to this  Agreement,  acknowledges  and agrees  that Agent has made no
representation   or   warranty,   express  or  implied,   with  respect  to  the
creditworthiness,  financial condition, or any other condition of any Company or
with respect to the statements contained in any information memorandum furnished
in  connection  herewith or in any other oral or written  communication  between
Agent and such Bank. Each Bank represents that it has made and shall continue to
make  its  own  independent  investigation  of the  creditworthiness,  financial
condition  and affairs of the  Companies  in  connection  with the  extension of
credit hereunder,  and agrees that Agent has no duty or  responsibility,  either
initially or on a continuing basis, to provide any Bank with any credit or other
information  with respect  thereto  (other than such notices as may be expressly
required to be given by Agent to the Banks  hereunder),  whether coming into its
possession  before the  granting of the first Loans  hereunder or at any time or
times thereafter.

         SECTION 10.2. NO WAIVER;  CUMULATIVE REMEDIES. No omission or course of
dealing on the part of Agent,  any Bank or the holder of any Note in  exercising
any right,  power or remedy  hereunder  shall operate as a waiver  thereof;  nor
shall any single or partial exercise of any such right, power or remedy preclude
any other or further exercise thereof or the exercise of any other right,  power
or remedy hereunder. The remedies herein provided are cumulative and in addition
to any other rights,  powers or privileges held by operation of law, by contract
or otherwise.

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<PAGE>

         SECTION  10.3.  AMENDMENTS,   CONSENTS.  No  amendment,   modification,
termination,  or waiver of any provision of any Loan Document nor consent to any
variance  therefrom,  shall be effective unless the same shall be in writing and
signed by the Majority  Banks and then such waiver or consent shall be effective
only in the  specific  instance  and for the  specific  purpose for which given.
Anything herein to the contrary notwithstanding,  unanimous consent of the Banks
shall be required with respect to (a) any increase in the Commitment  hereunder,
(b) the  extension  of  maturity  of the Notes,  the  payment  date of  interest
thereunder,  or the  payment of  commitment  or other  fees or  amounts  payable
hereunder,  (c) any  reduction  in the rate of interest on the Notes,  or in any
amount of principal or interest due on any Note, or the payment of commitment or
other fees hereunder or any change in the manner of pro rata  application of any
payments  made  by  Borrower  to the  Banks  hereunder,  (d) any  change  in any
percentage voting  requirement,  voting rights, or the Majority Banks definition
in this  Agreement,  (e) the release of any  Guarantor  of  Payment,  or (f) any
amendment to this Section 10.3 or Section 8.5 hereof.  Notice of  amendments  or
consents  ratified by the Banks  hereunder  shall  immediately  be  forwarded by
Borrower to all Banks. Each Bank or other holder of a Note shall be bound by any
amendment,  waiver or consent obtained as authorized by this Section, regardless
of its failure to agree thereto.

         SECTION  10.4.  NOTICES.  All  notices,  requests,  demands  and  other
communications  provided for hereunder  shall be in writing and, if to Borrower,
mailed or  delivered  to it,  addressed  to it at the address  specified  on the
signature  pages  of  this  Agreement,  or  sent by  facsimile  with  telephonic
confirmation of receipt,  if to a Bank,  mailed or delivered to it, addressed to
the address of such Bank specified on the signature pages of this Agreement,  or
sent by facsimile with telephonic confirmation of receipt, or, as to each party,
at such other address as shall be  designated by such party in a written  notice
to each of the other parties.  All notices,  statements,  requests,  demands and
other communications  provided for hereunder shall be deemed to be given or made
when received by the Agent, the Banks or the Borrower, as the case may be.

         SECTION  10.5.  COSTS,  EXPENSES AND TAXES.  Borrower  agrees to pay on
demand all reasonable  costs and expenses of Agent,  including,  but not limited
to, (a)  administration  and out-of-pocket  expenses of Agent in connection with
the administration of the Loan Documents,  the syndication of the Commitment and
the Loans,  the collection and disbursement of all funds hereunder and the other
instruments and documents to be delivered hereunder,  (b) extraordinary expenses
of Agent in connection  with the  administration  of the Loan  Documents and the
other instruments and documents to be delivered  hereunder,  (c) any expenses of
Agent incurred in connection  with the preparation of the Loan Documents and any
Related  Writings,  and (d) the reasonable  fees and  out-of-pocket  expenses of
special  counsel for the Agent,  with respect  thereto and of local counsel,  if
any, who may be retained by said special counsel with respect thereto.  Borrower
shall  also pay all  reasonable  costs  and  expenses  of Agent  and the  Banks,
including  reasonable  attorneys' fees, in connection with the  restructuring or
enforcement of the Loan Documents or any Related Writing. In addition,  Borrower
shall pay any and all stamp and other taxes and fees payable or determined to be
payable in connection with the execution and delivery of the Loan Documents, and
the other  instruments  and documents to be delivered  hereunder,  and agrees to
save Agent and each Bank harmless from and against any and all liabilities  with
respect to or  resulting  from any delay in paying or omission to pay such taxes
or fees.

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<PAGE>

         SECTION 10.6. INDEMNIFICATION. Borrower agrees to defend, indemnify and
hold  harmless  Agent and the Banks from and  against  any and all  liabilities,
obligations,  losses,  damages,  penalties,  actions,  judgments,  suits, costs,
expenses  (including  attorney  fees) or  disbursements  of any  kind or  nature
whatsoever which may be imposed on, incurred by or asserted against Agent or any
Bank in connection with any investigative, administrative or judicial proceeding
(whether or not such Bank or Agent shall be  designated a party  thereto) or any
other claim by any person or entity relating to or arising out of this Agreement
or the Loan  Documents  or any actual or  proposed  use of proceeds of the Loans
hereunder  or any  activities  of any  Company  or any  Obligor  or any of their
affiliates;  provided  that no  Bank  nor  Agent  shall  have  the  right  to be
indemnified  under  this  Section  for  its  own  gross  negligence  or  willful
misconduct as determined by a court of competent  jurisdiction.  All obligations
provided  for in  this  Section  10.6  shall  survive  any  termination  of this
Agreement.

         SECTION 10.7.  CAPITAL  ADEQUACY.  To the extent not covered by Article
III hereof, if any Bank shall have determined,  after the date hereof,  that the
adoption of any applicable law, rule,  regulation or guideline regarding capital
adequacy,  or any  change  therein,  or any  change  in  the  interpretation  or
administration thereof by any governmental authority, central bank or comparable
agency charged with the interpretation or administration  thereof, or compliance
by any Bank (or its  lending  office)  with any request or  directive  regarding
capital adequacy (whether or not having the force of law) of any such authority,
central bank or comparable  agency, has or would have the effect of reducing the
rate of return on such Bank's capital (or the capital of its holding company) as
a consequence of its obligations hereunder to a level below that which such Bank
(or its holding  company) could have achieved but for such  adoption,  change or

compliance  (taking into  consideration  such Bank's policies or the policies of
its holding  company  with respect to capital  adequacy) by an amount  deemed by
such Bank to be material, then from time to time, within fifteen (15) days after
demand by such Bank (with a copy to Agent), Borrower shall pay to such Bank such
additional  amount or  amounts  as shall  compensate  such Bank (or its  holding
company)  for such  reduction.  Each Bank shall  designate a  different  lending
office if such  designation  will  avoid the need for,  or reduce the amount of,
such  compensation  and will not,  in the  judgment of such Bank,  be  otherwise
disadvantageous  to such Bank. A certificate  of any Bank claiming  compensation
under this Section and setting forth the additional amount or amounts to be paid
to it  hereunder  shall be  conclusive  in the  absence of  manifest  error.  In
determining  such  amount,  such  Bank  may use  any  reasonable  averaging  and
attribution methods.  Failure on the part of any Bank to demand compensation for
any  reduction  in  return on  capital  with  respect  to any  period  shall not
constitute  a waiver  of such  Bank's  rights  to  demand  compensation  for any
reduction  in return on  capital  in such  period  or in any other  period.  The
protection  of this Section  shall be available to each Bank  regardless  of any
possible  contention of the invalidity or inapplicability of the law, regulation
or other condition which shall have been imposed.

         SECTION  10.8.  OBLIGATIONS  SEVERAL;  NO  FIDUCIARY  OBLIGATIONS.  The
obligations of the Banks hereunder are several and not joint.  Nothing contained
in this  Agreement  and no action  taken by Agent or the Banks  pursuant  hereto
shall be  deemed  to  constitute  the Banks a  partnership,  association,  joint
venture or other entity. No default by any Bank hereunder shall excuse the other

                                       48
<PAGE>

Banks  from any  obligation  under  this  Agreement;  but no Bank  shall have or
acquire any  additional  obligation of any kind by reason of such  default.  The
relationship  between  Borrower and the Banks with respect to the Loan Documents
and the Related  Writings is and shall be solely that of debtors and  creditors,
respectively, and neither Agent nor any Bank has any fiduciary obligation toward
Borrower  with respect to any such  documents or the  transactions  contemplated
thereby.

         SECTION 10.9. EXECUTION IN COUNTERPARTS. This Agreement may be executed
in any number of counterparts,  including  facsimiles,  and by different parties
hereto in separate  counterparts,  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.

         SECTION 10.10. BINDING EFFECT;  BORROWER'S  ASSIGNMENT.  This Agreement
shall become  effective when it shall have been executed by Borrower,  Agent and
each Bank and  thereafter  shall be  binding  upon and inure to the  benefit  of
Borrower,  Agent  and each of the  Banks and  their  respective  successors  and
assigns,  except  that no  Borrower  shall  have the right to assign  its rights
hereunder or any interest  herein without the prior written consent of Agent and
all of the Banks.

         SECTION 10.11.    BANK ASSIGNMENTS/PARTICIPATIONS.

         A.       Assignment/Transfer of Commitments.

         Each  Bank  shall  have the  right at any  time or times to  assign  or
transfer to another financial institution, without recourse, all or a percentage
of all of the following (a) that Bank's  Commitment,  (b) all Loans made by that
Bank,  (c) that Bank's Note,  and (d) that Bank's  participations  in Letters of
Credit  and any  participation  purchased  pursuant  to Section  8.5;  provided,
however,  in each such case,  that the transferor and the transferee  shall have
complied with the following requirements:

         (i) Prior  Consent.  No transfer  may be  consummated  pursuant to this
Section  10.11  without the prior  written  consent of Borrower and Agent (other
than a transfer by any Bank to any  affiliate  of such Bank),  which  consent of
Borrower and Agent shall not be unreasonably withheld;  provided, however, that,
no  Borrower's  consent  shall  be  required  if,  at the  time of the  proposed
transfer,  (A) any  Unmatured  Event of Default  or Event of Default  shall have
occurred,  or (B) Borrower is the subject of a proceeding  referenced in Section
7.11. Anything herein to the contrary notwithstanding,  any Bank may at any time
assign all or any portion of its rights  under the Loan  Documents  to a Federal
Reserve Bank, and no such assignment  shall release such assigning Bank from its
obligations hereunder.

         (ii) Minimum  Amount.  Each  such  assignment  shall  be  in a  minimum
amount  of  the  lesser  of  Ten  Million  Dollars ($10,000,000) or  the  entire
amount of a Bank's interest.

         (iii)  Agreement;  Transfer  Fee.  Unless the  transfer  shall be to an
affiliate  of the  transferor  or the  transfer  shall be due to  merger  of the
transferor or for regulatory purposes,  the transferor (A) shall remit to Agent,

                                       49
<PAGE>

for its own account,  an administrative fee of Two Thousand Five Hundred Dollars
($2,500) and (B) shall cause the  transferee to execute and deliver to Borrower,
Agent and each Bank (1) an Assignment Agreement, in the form of Exhibit F hereto
(an  "Assignment  Agreement")  together  with the  consents and releases and the
Administrative   Questionnaire   referenced  therein  and  (2)  such  additional
amendments, assurances and other writings as Agent may reasonably require.

         (iv) Notes.  Borrower  shall  execute  and  deliver  (A) to Agent,  the
transferor  and the  transferee,  any consent or release (of all or a portion of
the  obligations  of the  transferor)  to be  delivered in  connection  with the
Assignment  Agreement,  and (B) to the transferee,  an appropriate  Note.  After
delivery of the new Note,  the  transferor's  Note shall be returned to Borrower
marked "replaced".

         (v) Parties.  Upon  satisfaction  of the  requirements  of this Section
10.11A,  including  the payment of the fee and the delivery of the documents set
forth in Section 10.11A (ii), (A) the transferee  shall become and thereafter be
deemed to be a "Bank" for the purposes of this Agreement, and (B) the transferor
shall  cease to be and  thereafter  shall no longer be deemed to be a "Bank" and
(3) the  signature  pages hereto and  Schedule 1 hereto  shall be  automatically
amended, without further action, to reflect the result of any such transfer.

         (vi) The Register.  Agent shall maintain at its address  referred to in
Section  10.5 a copy of each  Assignment  and  Acceptance  delivered to it and a
register (the  "Register") for the recordation of the names and addresses of the
Banks and the  Commitment  of, and principal  amount of the Loans owing to, each
Bank from time to time. The entries in the Register shall be conclusive,  in the
absence of  manifest  error,  and  Borrower,  Agent and the Banks may treat each
financial institution whose name is recorded in the Register as the owner of the
Loan recorded therein for all purposes of this Agreement.  The Register shall be
available for inspection by Borrower or any Bank at any reasonable time and from
time to time upon reasonable prior notice.

         (vii) Non-U.S.  Transferee.  If, pursuant to this Section, any interest
in this  Agreement  or any  Note  is  transferred  to any  transferee  which  is
organized under the laws of any jurisdiction other than the United States or any
state thereof,  the transferor Bank shall cause such  transferee,  at least five
(5) Business Days prior to the effective date of such transfer, (A) to represent
to the  transferor  Bank (for the  benefit  of the  transferor  Bank,  Agent and
Borrower) that under applicable law and treaties no taxes will be required to be
withheld by Agent,  Borrower or the transferor Bank with respect to any payments
to be made to such transferee in respect of the Loans hereunder,  (B) to furnish
to the  transferor  Bank (and, in the case of any  transferee  registered in the
Register, Agent and Borrower) either (1) U.S. Internal Revenue Service Form 4224
or U.S. Internal Revenue Service Form 1001 or (2) United States Internal Revenue
Service  Form  W-8  or  W-9,  as  applicable  (wherein  such  transferee  claims
entitlement  to complete  exemption  from U.S.  federal  withholding  tax on all
interest  payments  hereunder),  and  (C)  to  agree  (for  the  benefit  of the
transferor Bank, Agent and Borrower) to provide the transferor Bank (and, in the
case of any  transferee  registered in the  Register,  Agent and Borrower) a new
Form 4224 or Form 1001 or Form W-8 or W-9, as applicable, upon the expiration or
obsolescence  of any  previously  delivered  form and  comparable  statements in

                                       50
<PAGE>

accordance  with  applicable  U.S.  laws and  regulations  and  amendments  duly
executed and completed by such transferee,  and to comply from time to time with
all applicable  U.S. laws and  regulations  with regard to such  withholding tax
exemption.

         B.       Sale of Participations.

         Each  Bank  shall  have the  right at any time or  times,  without  the
consent  of  Agent  or  Borrower,   to  sell  one  or  more   participations  or
sub-participations to a financial institution, as the case may be, in all or any
part of (a) that Bank's Commitment,  (b) that Bank's Commitment Percentage,  (c)
any Loan made by that Bank, (d) any Note delivered to that Bank pursuant to this
Agreement,  and (e) that Bank's  participations,  if any,  purchased pursuant to
Section 8.4 or this Section 10.11B.

         (i) Benefits of Participant.  The provisions of Article III and Section
10.8  shall  inure  to the  benefit  of each  purchaser  of a  participation  or
sub-participation  and Agent shall continue to distribute  payments  pursuant to
this Agreement as if no participation has been sold.

         (ii)   Rights   Reserved.   In  the  event  any  Bank  shall  sell  any
participation or  sub-participation,  that Bank shall, as between itself and the
purchaser,  retain all of its rights (including,  without limitation,  rights to
enforce against Borrower the Loan Documents and the Related Writings) and duties
pursuant to the Loan  Documents  and the Related  Writings,  including,  without
limitation,  that  Bank's  right to approve  any  waiver,  consent or  amendment
pursuant  to Section  10.3,  except if and to the extent  that any such  waiver,
consent or amendment would:

                  (A)      reduce any  fee or commission allocated to the parti-
                           cipation or sub-participation, as the case may be,

                  (B)      reduce  the  amount of any  principal  payment on any
                           Loan    allocated    to    the    participation    or
                           sub-participation,  as the case may be, or reduce the
                           principal amount of any Loan so allocated or the rate
                           of interest payable thereon, or

                  (C)      extend the time for  payment of any amount  allocated
                           to the  participation  or  sub-participation,  as the
                           case may be.

         (iii)  No  Delegation.  No  participation  or  sub-participation  shall
operate as a delegation of any duty of the seller thereof. Under no circumstance
shall any participation or  sub-participation be deemed a novation in respect of
all or any part of the seller's obligations pursuant to this Agreement.

                                       51
<PAGE>

         SECTION 10.12.  SEVERABILITY OF PROVISIONS;  CAPTIONS. Any provision of
this Agreement which 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.

         SECTION 10.13.  ENTIRE  AGREEMENT.  This  Agreement,  the Notes and any
other agreement, document or instrument attached hereto or referred to herein or
executed  on or as of the date  hereof  integrate  all the terms and  conditions
mentioned herein or incidental hereto and supersede all oral representations and
negotiations and prior writings with respect to the subject matter hereof.

         SECTION 10.14.  JUDGMENT  CURRENCY.  If Agent,  on behalf of the Banks,
obtains a judgment or judgments  against Borrower in a Eurocurrency  (other than
Eurodollars),  the  obligations of Borrower in respect of any sum adjudged to be
due to Agent or the Banks  hereunder or under the Notes (the "Judgment  Amount")
shall be  discharged  only to the extent that,  on the  Business  Day  following
receipt  by  Agent  of the  Judgment  Amount  in  the  Eurocurrency,  Agent,  in
accordance with normal banking  procedures,  purchases Dollars with the Judgment
Amount in such Eurocurrency.  If the amount of Dollars so purchased is less than
the amount of Dollars that could have been purchased with the Judgment Amount on
the date or dates the  Judgment  Amount  (excluding  the portion of the Judgment
Amount  which has  accrued as a result of the failure of Borrower to pay the sum
originally due hereunder or under the Notes when it was originally due hereunder
or under the Notes) was originally due and owing to Agent or the Banks hereunder
or under the Notes (the "Original Due Date") (the "Loss"), Borrower agrees, as a
separate obligation and notwithstanding any such judgment, to indemnify Agent or
such Bank, as the case may be, against the Loss, and if the amount of Dollars so
purchased  exceeds the amount of Dollars that could have been purchased with the
Judgment  Amount on the  Original  Due Date,  Agent or such Bank agrees to remit
such excess to Borrower.

         SECTION  10.15.   GOVERNING  LAW;  SUBMISSION  TO  JURISDICTION.   This
Agreement,  each of the Notes and any Related  Writing  shall be governed by and
construed in  accordance  with the laws of the State of Ohio and the  respective
rights and  obligations of Borrower and the Banks shall be governed by Ohio law,
without regard to principles of conflict of laws.  Borrower  hereby  irrevocably
submits to the  non-exclusive  jurisdiction  of any Ohio state or federal  court
sitting in  Cleveland,  Ohio,  over any action or  proceeding  arising out of or
relating  to this  Agreement,  any Loan  Document or any  Related  Writing,  and
Borrower hereby  irrevocably agrees that all claims in respect of such action or
proceeding  may be heard and  determined  in such Ohio state or  federal  court.
Borrower hereby irrevocably  waives, to the fullest extent permitted by law, any
objection it may now or  hereafter  have to the laying of venue in any action or
proceeding  in any such court as well as any right it may now or hereafter  have
to remove such action or  proceeding,  once  commenced,  to another court on the
grounds of FORUM NON  CONVENIENS  or  otherwise.  Borrower  agrees that a final,
nonappealable  judgment in any such action or proceeding shall be conclusive and
may be enforced in other  jurisdictions  by suit on the judgment or in any other
manner provided by law.

         SECTION 10.16. LEGAL REPRESENTATION OF PARTIES. The Loan Documents were
negotiated by the parties with the benefit of legal  representation and any rule
of  construction  or  interpretation  otherwise  requiring this Agreement or any
other Loan Document to be construed or  interpreted  against any party shall not
apply to any construction or interpretation hereof or thereof.


                                       52
<PAGE>
         SECTION 10.17. JURY TRIAL WAIVER. BORROWER, AGENT AND EACH OF THE BANKS
WAIVE ANY RIGHT TO HAVE a JURY  PARTICIPATE  IN RESOLVING  ANY DISPUTE,  WHETHER
SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT AND THE BANKS, OR
ANY THEREOF,  ARISING OUT OF, IN CONNECTION  WITH,  RELATED TO, OR INCIDENTAL TO
THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY
NOTE OR OTHER  INSTRUMENT,  DOCUMENT  OR  AGREEMENT  EXECUTED  OR  DELIVERED  IN
CONNECTION HEREWITH OR THE TRANSACTIONS  RELATED THERETO.  THIS WAIVER SHALL NOT
IN ANY WAY AFFECT,  WAIVE,  LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY
TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT  PROVISION
CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER,
AGENT AND THE BANKS, OR ANY THEREOF.

Address:  7887 Washington Village Drive    AMCAST INDUSTRIAL CORPORATION
         ------------------------------
         Dayton, OH  45459
         ------------------------------    By /s/ John H. Shuey
                                           ----------------------------
                                              John H. Shuey, President and
                                              Chief Executive Officer

                                           and

                                              ----------------------------

                                              ----------------------------

Address: Key Center                        KEYBANK NATIONAL ASSOCIATION,
127 Public Square                              as Agent and as a Bank
Cleveland, Ohio  44114-1306
Attention: Large Corporate                 By /s/ Michael J. Landini
      Banking Division                        ----------------------------
      Banking Division                        Michael J. Landini, Assistant
                                              Vice President


                                       53
<PAGE>


                                   SCHEDULE 1

                                      COMMITMENT
    BANKING INSTITUTIONS              PERCENTAGE      MAXIMUM AMOUNT
---------------------------------- ---------------- -----------------



KeyBank National Association            100%           $200,000,000



Total Commitment Amount                 100%           $200,000,000


                                       54
<PAGE>



                            FIRST AMENDMENT AGREEMENT

         This First  Amendment  Agreement  is made as of the 7th day of October,
1997,  by  and  among  AMCAST  INDUSTRIAL   CORPORATION,   an  Ohio  corporation
("Borrower"),  KEYBANK NATIONAL ASSOCIATION,  as Agent ("Agent") and the banking
institutions named in Schedule 1 attached thereto ("Banks"):

         WHEREAS,  Borrower, Agent and the Banks are parties to a certain Credit
Agreement  dated as of August 14, 1997,  as it may from time to time be amended,
restated or otherwise modifed, which provides, among other things, for loans and
letters of credit  aggregating Two Hundred Million Dollars  ($200,000,000),  all
upon certain terms and conditions ("Credit Agreement");

         WHEREAS,  Borrower,  Agent  and the Banks  desire  to amend the  Credit
Agreement to modify certain provisions thereof;

         WHEREAS,  each term used herein shall be defined in accordance with the
Credit Agreement;

         NOW,  THEREFORE,  in  consideration  of the  premises and of the mutual
covenants herein and for other valuable considerations,  Borrower, Agent and the
Banks agree as follows:

         1. Article I of the Credit  Agreement  is hereby  amended to delete the
definitions of "Business Day", "Dollar Equivalent",  "LIBOR",  "Prime Rate Loan"
and "Proviso" in their entirety and to insert in place thereof the following:

                  "Business Day" shall mean a day of the year on which banks are
         not required or  authorized to close in  Cleveland,  Ohio,  and, if the
         applicable  Business Day relates to any LIBOR Loan,  on which  dealings
         are carried on in the London interbank  eurodollar market,  and, if the
         applicable  Business Day relates to any Eurocurrency Loan (other than a
         Eurodollar  Loan),  on which  dealings  are carried on in the  relevant
         Eurocurrency are carried on in the applicable offshore foreign exchange
         interbank   market  in  which   disbursement  of  or  payment  in  such
         Eurocurrency will be made or received hereunder.

                  "Dollar  Equivalent"  of a  Eurocurrency  Loan  shall mean the
         Dollar equivalent of the amount of such Eurocurrency  Loan,  determined
         by Agent on the  basis of its spot  rate at  approximately  11:00  A.M.
         London time on the date two (2)  Business  Days before the date of such
         Eurocurrency  Loan for the purchase of the relevant  Eurocurrency  with
         Dollars for delivery on the date of such Eurocurrency  Loan;  provided,
         however,  that, in  calculating  the Dollar  Equivalent for purposes of
         determining  (a)  Borrower's  obligation  to prepay  Loans  pursuant to
         Section  2.7 hereof or (b)  Borrower's  ability  to request  additional
         Loans or Letters of Credit  pursuant to the  Commitment,  Agent may, in
         its  discretion,  calculate the Dollar  Equivalent of each such Loan on
         any Business Day selected by Agent.  Agent shall notify Borrower of the
         Dollar  Equivalent  of each  Eurocurrency  Loan at the time that Dollar
         Equivalent is determined.

                                       1
<PAGE>
                  "LIBOR" shall mean the average  (rounded upward to the nearest
         1/16th of 1%) of the per annum rates at which  deposits in  immediately
         available funds in the relevant  Eurocurrency for the relevant Interest
         Period or Competitive Bid Interest  Period,  as applicable,  and in the
         amount of the LIBOR Loan to be disbursed or to remain  outstanding,  as
         the case  may be,  during  such  Interest  Period  or  Competitive  Bid
         Interest  Period,  as applicable,  are offered to the Reference Bank by
         prime  banks in any  Eurocurrency  market  reasonably  selected  by the
         Reference  Bank,  determined  as of 11:00 A.M.  London time (or as soon
         thereafter  as  practicable),  two  (2)  Business  Days  prior  to  the
         beginning of the relevant  Interest  Period or Competitive Bid Interest
         Period, as applicable, pertaining to a LIBOR Loan hereunder.

                  "Prime  Rate Loan" shall mean a Loan on which  Borrower  shall
        pay interest at a rate based on the Adjusted Prime Rate.

                  "Proviso"  shall  mean  that for  Borrower's  fiscal  quarters
         ending  prior to the fiscal  year ending on or about  August 31,  1998,
         Consolidated  EBITDA,  as referred to in the Leverage  Ratio,  shall be
         calculated  as  follows:  (a) for the  fiscal  year  ending on or about
         August 31, 1997,  Consolidated  EBITDA shall be calculated as disclosed
         in the pro forma  statement  provided  by Borrower to Agent on or about
         July 30, 1997,  (b) for the fiscal  quarter ending on or about November
         30, 1997,  Consolidated  EBITDA shall be annualized by multiplying  the
         Consolidated  EBITDA for that fiscal  quarter by four (4),  (c) for the
         fiscal  quarter  ending on or about  February  28,  1998,  Consolidated
         EBITDA shall be annualized by multiplying the  Consolidated  EBITDA for
         that fiscal quarter and the previous fiscal quarter by two (2), and (d)
         for the fiscal  quarter  ending on or about May 31, 1998,  Consolidated
         EBITDA shall be annualized by multiplying the  Consolidated  EBITDA for
         that fiscal quarter and the two (2) previous fiscal quarters by one and
         one-third (1.333).

         2.  Section 2.1A of the Credit  Agreement is hereby  amended to add the
words  "(subject to changes in the Applicable  LIBOR Margin)"  between the words
"Period" and "on" in the fourth line of the third paragraph thereof.

         3. Section 2.1B of the Credit Agreement is hereby amended to delete the
fourth  paragraph in its entirety  with the  following  being  inserted in place
thereof:

                  Whenever a Letter of Credit is drawn,  unless the amount drawn
         is  immediately   reimbursed  by  Borrower,   the  amount   outstanding
         thereunder  shall be deemed to be a Revolving Loan to Borrower  subject
         to the  provisions  and  requirements  of  Section  2.1A and 2.2 hereof
         (other than any requirement  pertaining to a minimum draw amount or the
         requirement  set forth in Section 2.2(c) if such  requirement  shall be
         waived by Agent) and shall be evidenced by the Revolving  Credit Notes.
         Each such Revolving Loan shall be deemed to be a Prime Rate Loan unless
         otherwise  requested by (in  accordance  with the notice  provisions of
         Section 2.2(b) hereof) and available to Borrower  hereunder.  Each Bank
         is hereby authorized to record on its records relating to its Revolving
         Credit  Note such  Bank's  pro rata share of the  amounts  paid and not
         reimbursed on the Letters of Credit.

                                       2
<PAGE>

         4.       Subpart (a) of Section  2.1C of the Credit Agreement is hereby
         deleted in its entirety  with the  following  being inserted in place
         thereof:

                  (a) The  Competitive  Bid  Option.  Subject  to the  terms and
         conditions of this Agreement,  during the Commitment  Period,  Borrower
         may request the Banks to make offers to make  Competitive  Bid Loans to
         Borrower  from  time to time in  amounts  such  that (i) the  aggregate
         amount of all Revolving Loans, Competitive Bid Loans and all issued and
         outstanding  Letters of Credit by all Banks at any one time outstanding
         shall not exceed the Total  Commitment  Amount,  and (ii) the aggregate
         amount of all Competitive Bid Loans at any one time  outstanding  shall
         not exceed  Fifty  Million  Dollars  ($50,000,000).  The Banks may, but
         shall have no  obligation  to, make such offers and  Borrower  may, but
         shall have no  obligation  to, accept any such offers in the manner set
         forth in this Section 2.1C.

         5. Subpart (b) of Section 2.5 of the Credit Agreement is hereby amended
to delete the word "Bank"  from the second  line  thereof and to insert in place
thereof the word "Agent".

         6.  Subpart (ii) of Section  10.11.A of the Credit  Agreement is hereby
deleted in its entirety with the following being inserted in place thereof:

            (ii)  Minimum  Amount.  Each such  assignment  shall be in a minimum
         amount of the lesser of Ten Million Dollars ($10,000,000) of the trans-
         feror's Commitment or the entire amount of the transferor's Commitment.

         7. The Credit  Agreement is hereby amended by deleting Exhibit B in its
entirety  and by  substituting  in place  thereof a new Exhibit B in the form of
Exhibit B attached hereto.

         8. Concurrently  with the execution of this First Amendment  Agreement,
Borrower shall execute and deliver to each Bank a new  Competitive Bid Rate Note
dated as of August 14, 1997, and such new  Competitive Bid Rate Note shall be in
the form and substance of Exhibit B attached hereto. After a Bank receives a new
Competitive  Bid Rate Note,  such Bank will mark its  Competitive  Bid Rate Note
being replaced thereby "Replaced" and return the same to Borrower;

         9. The Credit  Agreement is hereby amended to delete Exhibit C-3 in its
entirety and to substitute in place thereof a new Exhibit C-3 in the form of C-3
attached hereto.

         10. Borrower hereby represents and warrants to Agent and the Banks that
(a) Borrower has the legal power and authority to execute and deliver this First
Amendment Agreement;  (b) the officials executing this First Amendment Agreement
have been duly authorized to execute and deliver the same and bind Borrower with
respect to the  provisions  hereof;  (c) the  execution  and delivery  hereof by
Borrower and the performance and observance by Borrower of the provisions hereof
do not violate or conflict with the organizational agreements of Borrower or any
law  applicable  to  Borrower  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 Borrower; (d) no Unmatured Event of Default or Event
of Default  exists under the Credit  Agreement,  nor will any occur  immediately
after the  execution  and delivery of this First  Amendment  Agreement or by the

                                       3
<PAGE>

performance or observance of any provision hereof;  (e) neither Borrower nor any
Subsidiary has any claim or offset against,  or defense or counterclaim  to, any
of Borrower's or any  Subsidiary's  obligations or liabilities  under the Credit
Agreement or any Related Writing, and Borrower and each Subsidiary hereby waives
and releases Agent and each of the Banks from any and all such claims,  offsets,
defenses and  counterclaims of which Borrower and any Subsidiary is aware,  such
waiver  and  release  being  with  full  knowledge  and   understanding  of  the
circumstances  and effect thereof and after having  consulted legal counsel with
respect thereto; and (f) this First Amendment Agreement  constitutes a valid and
binding obligation of Borrower in every respect,  enforceable in accordance with
its terms.

         11. Each  reference  that is made in the Credit  Agreement or any other
writing to the Credit  Agreement  shall hereafter be construed as a reference to
the Credit Agreement as amended hereby. Except as herein otherwise  specifically
provided,  all provisions of the Credit Agreement shall remain in full force and
effect and be unaffected hereby.

         12.  This First  Amendment  Agreement  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.

         13. The rights and  obligations of all parties hereto shall be governed
by the laws of the State of Ohio,  without regard for principles of conflicts of
laws.

Address: 7887 Washington Village Drive    AMCAST INDUSTRIAL CORPORATION
         Dayton, Ohio 45459
                                          By:/s/ John H. Shuey
                                             -----------------------------------
                                               John H. Shuey, President and
                                               Chief Executive Officer

Address: Key Center                       KEYBANK NATIONAL ASSOCIATION,
         127 Public Square                     as Agent and as a Bank
         Cleveland, OH 44114-1206
         Attn: Large Corporate            By:/s/ Michael J. Landini
                Banking Division             -----------------------------------
                                               Michael J. Landini, Assistant
                                               Vice President

The undersigned consent to the terms hereof.

                                       4
<PAGE>

                                          ELKHART PRODUCTS CORPORATION
                                          WHEELTEK, INC.
                                          AMCAST INVESTMENT SERVICES CORPORATION
                                          AS INTERNATIONAL, INC.




                                          By:/s/ John H. Shuey
                                             -----------------------------------
                                               John H. Shuey, President of each
                                               of the Companies listed above



                                       5
<PAGE>

                           SECOND AMENDMENT AGREEMENT

         This Second  Amendment  Agreement is made as of the 30th day of August,
1998,  by  and  among  AMCAST  INDUSTRIAL   CORPORATION,   an  Ohio  corporation
("Borrower"),  the  banking  institutions  named  in  Schedule  1 to the  Credit
Agreement,  as hereinafter defined ("Banks"),  and KEYBANK NATIONAL ASSOCIATION,
as agent for the Banks ("Agent"):

         WHEREAS,  Borrower, Agent and the Banks are parties to a certain Credit
Agreement  dated as of August 14,  1997,  as amended  and as it may from time to
time be further amended,  restated or otherwise modified,  which provides, among
other things,  for loans and letters of credit  aggregating  Two Hundred Million
Dollars   ($200,000,000),   all  upon  certain  terms  and  conditions  ("Credit
Agreement");

         WHEREAS,  Borrower,  Agent  and the Banks  desire  to amend the  Credit
Agreement to modify certain provisions thereof;

         WHEREAS, each term used herein shall  be defined in accordance with the
Credit Agreement;

         NOW,  THEREFORE,  in  consideration  of the  premises and of the mutual
covenants herein and for other valuable considerations,  Borrower, Agent and the
Banks agree as follows:

         1.       Article I of the Credit Agreement is hereby amended to add the
following new definition thereto:

                  "SVC Sale" shall mean the proposed  sale by Borrower of all of
         the assets of the Superior  Valve Company,  a division of Borrower,  to
         Harsco Corporation.

         2.       Article I of the Credit  Agreement is hereby amended to delete
the  definition of "Eurocurrency" in its entirety and to insert in place thereof
the following:

                  "Eurocurrency" shall mean Eurodollars,  Deutsche Marks, Pounds
         Sterling,  French Francs,  Italian Lira, Swiss Francs,  Belgian Francs,
         the lawful currency of the European  Economic and Monetary Union or any
         other non-U.S. currency agreed to by Agent and the Banks.

         3.      The Credit Agreement is hereby amended to delete Section 5.7(b)
therefrom in its entirety and to insert in place thereof the following:

                  (b)      LEVERAGE.  Borrower shall not suffer or permit at any
         time the  Leverage  Ratio of the  Companies to exceed:

                  (i) 3.65 to 1.00 on the Closing Date through November 29,1998;

                                       1
<PAGE>

                  (ii)  (A) if the SVC Sale  has  occurred,  (1) 3.40 to 1.00 on
                  November 30, 1998 through  February 27, 1999,  and (2) 3.25 to
                  1.00 on February 28, 1999 through  August 30, 1999,  or (B) if
                  the SVC Sale has not  occurred,  (1) 3.65 to 1.00 on  November
                  30,  1998  through  February  27,  1999,  (2)  3.50 to 1.00 on
                  February 28, 1999  through May 30, 1999,  and (3) 3.35 to 1.00
                  on May 31, 1999 through August 30, 1999;

                  and (iii) 3.00 to 1.00 on August 31, 1999 and thereafter,

         based upon Borrower's  financial  statements for the most recent fiscal
         quarter and the three (3) previous  fiscal  quarters (on a rolling four
         (4) quarter basis), subject to the Proviso.

         4. The Credit  Agreement is hereby  amended to delete the second to the
last  paragraph of Section 2.2  therefrom in its entirety and to insert in place
thereof the following:

                  Each  request for a Loan or the issuance of a Letter of Credit
         by  Borrower  hereunder  shall be  deemed  to be a  representation  and
         warranty  by  Borrower  as of the date of such  request as to the facts
         specified in (c) and (d) above. At no time shall Borrower  request that
         LIBOR Loans and  Competitive Bid Loans be outstanding for more than ten
         (10) different Interest Periods and Competitive Bid Interest Periods at
         any time,  and, if Prime Rate Loans are  outstanding,  then LIBOR Loans
         and  Competitive  Bid  Loans  shall be  limited  to nine (9)  different
         Interest Periods and Competitive Bid Interest Periods at any time.

         5.       Concurrently  with  the  execution of  this  Second  Amendment
Agreement, Borrower shall:

         (a)      pay to Agent,  for  the  pro rata  benefit of  the  Banks,  an
amendment  fee in an  amount  equal to  twelve and  one-half (12.5) basis points
times the Total Commitment Amount; and

         (b)      pay all legal fees and expenses  of Agent in  connection  with
this Second Amendment Agreement.

         6. Borrower hereby  represents and warrants to Agent and the Banks that
(a)  Borrower  has the legal power and  authority  to execute  and deliver  this
Second Amendment  Agreement;  (b) the officials  executing this Second Amendment
Agreement  have been duly  authorized  to execute  and deliver the same and bind
Borrower with respect to the provisions  hereof;  (c) the execution and delivery
hereof by  Borrower  and the  performance  and  observance  by  Borrower  of the
provisions hereof do not violate or conflict with the organizational  agreements
of  Borrower  or any law  applicable  to  Borrower  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 Borrower; (d) no Unmatured Event of
Default or Event of Default  exists  under the  Credit  Agreement,  nor will any
occur  immediately  after the  execution  and delivery of this Second  Amendment
Agreement or by the  performance  or  observance of any  provision  hereof;  (e)
neither Borrower nor any Subsidiary has any claim or offset against,  or defense
or  counterclaim  to,  any of  Borrower's  or any  Subsidiary's  obligations  or

                                       2
<PAGE>

liabilities  under the Credit  Agreement  or any Related  Writing;  and (f) this
Second  Amendment  Agreement  constitutes  a valid  and  binding  obligation  of
Borrower in every respect, enforceable in accordance with its terms.

         7. Each  reference  that is made in the Credit  Agreement  or any other
writing to the Credit  Agreement  shall hereafter be construed as a reference to
the Credit Agreement as amended hereby. Except as herein otherwise  specifically
provided,  all provisions of the Credit Agreement shall remain in full force and
effect and be unaffected hereby.

         8. Borrower and each  Subsidiary,  by signing below,  hereby waives and
releases Agent and each of the Banks and their respective  directors,  officers,
employees,  attorneys, affiliates and subsidiaries from any and all such claims,
offsets,  defenses and  counterclaims  of which  Borrower and any  Subsidiary is
aware,  such waiver and release being with full knowledge and  understanding  of
the  circumstances  and effect thereof and after having  consulted legal counsel
with respect thereto.

         9. This  Second  Amendment  Agreement  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.

         10.      The rights and  obligations  of  all parties  hereto shall  be
governed by  the laws  of  the State of Ohio, without  regard for  principles of
conflicts of laws.

                  [Remainder of page intentionally left blank]


                                       3
<PAGE>



         11. JURY TRIAL  WAIVER.  BORROWER,  AGENT AND EACH OF THE BANKS  HEREBY
WAIVE ANY RIGHT TO HAVE A JURY  PARTICIPATE  IN RESOLVING  ANY DISPUTE,  WHETHER
SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT AND THE BANKS, OR
ANY THEREOF,  ARISING OUT OF, IN CONNECTION  WITH,  RELATED TO, OR INCIDENTAL TO
THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY
NOTE OR OTHER  INSTRUMENT,  DOCUMENT  OR  AGREEMENT  EXECUTED  OR  DELIVERED  IN
CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO.

                                   AMCAST INDUSTRIAL CORPORATION

                                   By:/s/ John H. Shuey
                                   --------------------------------------
                                            John H. Shuey, President and
                                            Chief Executive Officer

                                   KEYBANK NATIONAL ASSOCIATION,
                                            as Agent and as a Bank

                                   By:/s/ Lawrence A. Mack
                                   --------------------------------------
                                            Lawrence A. Mack, Senior Vice
                                            President

                                   BANCA COMMERCIALE ITALIANA

                                   By:/s/ D. R. Lamb
                                   --------------------------------------
                                   Title: D.R. Lamb, Vice President
                                   --------------------------------------

                                   and /s/ Mathew V. Trujillo
                                   --------------------------------------
                                   Title: Mathew V. Trujillo,  Vice President
                                   --------------------------------------

                                   THE BANK OF NEW YORK

                                   By: /s/ Edward J. Dougherty, III
                                   --------------------------------------
                                   Title: Edward J. Dougherty, III
                                   --------------------------------------
                                   Vice President US Commercial Banking
                                   --------------------------------------

                                  BANK ONE, NA

                                   By:/s/ Susan M. Lipowicz
                                   --------------------------------------
                                   Title: Susan M. Lipowicz
                                   --------------------------------------
                                   Vice President and Portfolio Manager
                                   -------------------------------------

                                       4
<PAGE>


                                   CREDIT AGRICOLE INDOSUEZ
                                      (successor in interest to Caisse Nationale
                                       de Credit Agricole)

                                   By:/s/ David Bouhl
                                   --------------------------------------
                                   Title: David Bouhl
                                   --------------------------------------
                                   F.V.P. Head of Corporate Banking Chicago
                                   -------------------------------------

                                   and /s/ Katherine L. Abbott
                                   --------------------------------------
                                   Title: Katherine L. Abbott
                                   --------------------------------------
                                    First Vice President
                                   -------------------------------------

                                  COMERICA BANK

                                   By: /s/ Nicholas G. Mester
                                   --------------------------------------
                                   Title: Nicholas G. Mester, Account Officer
                                   --------------------------------------

                                   CREDITO ITALIANO SPA

                                   By: /s/ H.P. Butler
                                   --------------------------------------
                                   Title: H. P. Butler, First Vice President
                                   --------------------------------------

                                   and /s/ Gainfranco Bisagni
                                   --------------------------------------
                                   Title: Gainfranco Bisagni
                                   --------------------------------------
                                   First Vice President
                                   -------------------------------------

                                   ISTITUTO BANCARIO SAN PAOLO DI
                                      TORINO, SPA

                                   By: /s/ William J. DeAngelo
                                   --------------------------------------
                                   Title: William J. DeAngelo
                                   --------------------------------------
                                   First Vice President
                                   -------------------------------------

                                   and /s/ Carlo Persico
                                   --------------------------------------
                                   Title: Carolo Persico
                                   --------------------------------------

                                   NATIONAL CITY BANK OF DAYTON

                                   By:/s/ Neal Hinkel
                                   --------------------------------------
                                   Title: Neal Hinkel, Vice President
                                   --------------------------------------

                                   NBD BANK, N.A.

                                   By:/s/ Tim Oliver
                                   --------------------------------------
                                   Title: Tim Oliver, Vice President
                                   --------------------------------------

                                       5
<PAGE>


                                   THE SANWA BANK, LIMITED,
                                      CHICAGO BRANCH

                                   By:
                                   --------------------------------------
                                   Title:
                                   --------------------------------------

                                   STAR BANK, N.A.

                                   By: /s/ Thomas D. Gibbons
                                   --------------------------------------
                                   Title: Thomas D. Gibbons, Vice President
                                   --------------------------------------


         Each of the  undersigned  consents and agrees to and  acknowledges  the
terms of the  foregoing  Second  Amendment  Agreement.  Each of the  undersigned
further agrees that the obligations of each of the  undersigned  pursuant to the
Guaranty of Payment  executed by each of the  undersigned  shall  remain in full
force and effect and be unaffected hereby.

                                   ELKHART PRODUCTS CORPORATION
                                   WHEELTEK, INC.
                                   AS INTERNATIONAL, INC.

                                   By:/s/ Douglas D. Watts
                                   --------------------------------------
                                            Douglas D. Watts, Vice President
                                            of each of the Companies listed
                                            above

                                   AMCAST INVESTMENT SERVICES
                                            CORPORATION

                                   By:/s/ John H. Shuey
                                   --------------------------------------
                                            John H. Shuey, President


                                       6
<PAGE>

                            THIRD AMENDMENT AGREEMENT

     This Third Amendment Agreement is made as of the 5th day of November, 1999,
by and among AMCAST INDUSTRIAL  CORPORATION,  an Ohio corporation  ("Borrower"),
the  banking  institutions  named in  Schedule  1 to the  Credit  Agreement,  as
hereinafter defined ("Banks"),  and KEYBANK NATIONAL  ASSOCIATION,  as agent for
the Banks ("Agent"):

     WHEREAS,  Borrower,  Agent and the Banks are  parties  to a certain  Credit
Agreement  dated as of August 14,  1997,  as amended  and as it may from time to
time be further amended,  restated or otherwise modified,  which provides, among
other things,  for loans and letters of credit  aggregating  Two Hundred Million
Dollars   ($200,000,000),   all  upon  certain  terms  and  conditions  ("Credit
Agreement");

     WHEREAS, Borrower, Agent and the Banks desire to amend the Credit Agreement
to modify certain provisions thereof;

     WHEREAS,  each term  used  herein  shall  be defined in accordance with the
Credit Agreement;

     NOW,  THEREFORE,  in  consideration  of the  premises  and  of  the  mutual
covenants herein and for other valuable considerations,  Borrower, Agent and the
Banks agree as follows:

     1.  Article I of the  Credit  Agreement  is hereby  amended  to delete  the
definition of "Proviso" therefrom in its entirety and to insert in place thereof
the following:

          "Proviso" shall mean that:

          (a) for  Borrower's  fiscal  quarters  ending prior to the fiscal year
     ending on or about August 31, 1998,  Consolidated EBITDA, as referred to in
     the Leverage Ratio, shall be calculated as follows: (i) for the fiscal year
     ending on or about August 31, 1997, Consolidated EBITDA shall be calculated
     as disclosed in the pro forma statement provided by Borrower to Agent on or
     about  July  30,  1997,  (ii) for the  fiscal  quarter  ending  on or about
     November 30, 1997,  Consolidated  EBITDA shall be annualized by multiplying
     the Consolidated  EBITDA for that fiscal quarter by four (4), (iii) for the
     fiscal quarter ending on or about  February 28, 1998,  Consolidated  EBITDA
     shall be annualized by multiplying the Consolidated  EBITDA for that fiscal
     quarter and the previous fiscal quarter by two (2), and (iv) for the fiscal
     quarter  ending  on or about May 31,  1998,  Consolidated  EBITDA  shall be
     annualized by multiplying the  Consolidated  EBITDA for that fiscal quarter
     and the two (2) previous fiscal quarters by one and one-third (1.333); and

          (b) for Borrower's  fiscal  quarter ending  November 28, 1999, and for
     each  fiscal  quarter of  Borrower  thereafter,  any  payment  received  by
     Borrower  from  General  Motors  Corporation  with  respect to  outstanding
     accounts  receivable  (each  a  "GM  Payment")  on  any  Last  Weekend,  as
     hereinafter defined, shall be deemed to have been received and applied as a
     reduction  to Funded  Indebtedness  (for  purposes  of  calculation  of the
     Leverage Ratio) on the last day of the fiscal quarter that ends during such

                                       1
<PAGE>

     Last Weekend,  so long as Borrower  actually  applies the amount of such GM
     Payment as a payment of Funded Indebtedness on the next Business Day of the
     Last  Weekend  after the  Business  Day on which the payment is received by
     Borrower.  As used herein,  "Last Weekend" shall mean the Friday,  Saturday
     Sunday, Monday and Tuesday (and Wednesday,  if Monday is a national holiday
     in the United  States) that  contains  the last day of a fiscal  quarter of
     Borrower.

     2. After the date of this Third Amendment Agreement, Borrower shall include
in each Compliance Certificate a description (with respect to amount and timing)
of any recalculation of Funded  Indebtedness that occurs pursuant to subpart (b)
of the Proviso definition.

     3.   Concurrently  with the  execution of this Third  Amendment  Agreement,
Borrower shall:

     (a)  cause   each   Guarantor  of  Payment  to  consent  and  agree  to and
acknowledge the terms of this Third Amendment  Agreement; and

     (b) pay all legal fees and expenses of Agent in connection  with this Third
Amendment Agreement.

     4. Borrower  hereby  represents and warrants to Agent and the Banks that(a)
Borrower  has the legal power and  authority  to execute and deliver  this Third
Amendment Agreement;  (b) the officials executing this Third Amendment Agreement
have been duly authorized to execute and deliver the same and bind Borrower with
respect to the  provisions  hereof;  (c) the  execution  and delivery  hereof by
Borrower and the performance and observance by Borrower of the provisions hereof
do not violate or conflict with the organizational agreements of Borrower or any
law  applicable  to  Borrower  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 Borrower; (d) no Unmatured Event of Default or Event
of Default  exists under the Credit  Agreement,  nor will any occur  immediately
after the  execution  and delivery of this Third  Amendment  Agreement or by the
performance or observance of any provision hereof;  (e) neither Borrower nor any
Subsidiary has any claim or offset against,  or defense or counterclaim  to, any
of Borrower's or any  Subsidiary's  obligations or liabilities  under the Credit
Agreement  or any  Related  Writing;  and (f)  this  Third  Amendment  Agreement

constitutes  a valid  and  binding  obligation  of  Borrower  in every  respect,
enforceable in accordance with its terms.

     5. Each reference that is made in the Credit Agreement or any other writing
to the Credit  Agreement  shall  hereafter  be  construed  as a reference to the
Credit  Agreement as amended  hereby.  Except as herein  otherwise  specifically
provided,  all provisions of the Credit Agreement shall remain in full force and
effect and be unaffected hereby.

     6.  Borrower  and each  Subsidiary,  by signin g below,  hereby  waives and
releases Agent and each of the Banks and their respective  directors,  officers,
employees,  attorneys,  affiliates  and  subsidiaries  from any and all  claims,

                                       2
<PAGE>

offsets,  defenses and  counterclaims  of which  Borrower and any  Subsidiary is
aware,  such waiver and release being with full knowledge and  understanding  of
the  circumstances  and effect thereof and after having  consulted legal counsel
with respect thereto.

     7.  This  Third  Amendment  Agreement  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.

     8. 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]

                                       3
<PAGE>

 9. JURY TRIAL  WAIVER.  BORROWER,  AGENT AND EACH OF THE BANKS HEREBY WAIVE ANY
RIGHT TO HAVE A JURY  PARTICIPATE IN RESOLVING ANY DISPUTE,  WHETHER SOUNDING IN
CONTRACT,  TORT OR  OTHERWISE,  AMONG  BORROWER,  AGENT  AND THE  BANKS,  OR ANY
THEREOF,  ARISING OUT OF, IN CONNECTION  WITH,  RELATED TO, OR INCIDENTAL TO THE
RELATIONSHIP  ESTABLISHED  AMONG THEM IN CONNECTION  WITH THIS  AGREEMENT OR ANY
NOTE OR OTHER  INSTRUMENT,  DOCUMENT  OR  AGREEMENT  EXECUTED  OR  DELIVERED  IN
CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO.

                                     AMCAST INDUSTRIAL CORPORATION

                                     By: /s/ JOHN H. SHUEY
                                     -------------------------------------
                                              John H. Shuey, President and
                                              Chief Executive Officer

                                     KEYBANK NATIONAL ASSOCIATION,
                                              as Agent and as a Bank

                                     By: /s/ FRANCIS W. LUTZ
                                     -------------------------------------
                                              Francis W. Lutz, Portfolio Manager

                                     BANCA COMMERCIALE ITALIANA

                                     By: /s/ CHARLES DOUGHERTY
                                     -------------------------------------
                                     Title: Vice President
                                     -------------------------------------

                                     and /s/ TIZIANO GALLONETTO
                                     -------------------------------------
                                     Title: Assistant Vice President
                                     -------------------------------------

                                     THE BANK OF NEW YORK

                                     By: /s/ EDWARD J. DOUGHERTY III
                                     -------------------------------------
                                     Title: Vice President, U.S. Commercial
                                            Banking
                                     -------------------------------------

                                     BANK ONE, NA

                                     By: /s/ RANDALL WITH
                                     -------------------------------------
                                     Title: Senior Vice President
                                     -------------------------------------

                                       4
<PAGE>

                                     CREDIT AGRICOLE INDOSUEZ
                                     (successor in interest to Caisse Nationale
                                      de Credit Agricole)

                                     By:
                                     -------------------------------------
                                     Title:
                                     -------------------------------------

                                     and
                                     -------------------------------------
                                     Title:
                                     -------------------------------------

                                     COMERICA BANK

                                     By: /s/ NICHOLAS G. MESTER
                                     -------------------------------------
                                     Title: Account Officer
                                     -------------------------------------

                                     CREDITO ITALIANO SPA

                                     By: /s/ CHRISTOPHER J. ELDIN
                                     -------------------------------------
                                     Title: First Vice President & Deputy
                                            Manager
                                     -------------------------------------

                                     and /s/ SAIYED A. ABBAS
                                     -------------------------------------
                                     Title: Vice President
                                     -------------------------------------

                                     SANPAOLO IMI, SPA

                                     By: /s/ LUCA SACCHI
                                     -------------------------------------
                                     Title: Vice President
                                     -------------------------------------

                                     and /s/ CARLO PERSICO
                                     -------------------------------------
                                     Title: Designated Group Manager
                                     -------------------------------------

                                     NATIONAL CITY BANK OF DAYTON

                                     By: /s/ NEAL J. HINKEL
                                     -------------------------------------
                                     Title: Vice President
                                     -------------------------------------

                                     BANK ONE, MICHIGAN (successor by merger
                                     to NBD Bank)

                                     By: /s/ RANDALL WITH
                                     -------------------------------------
                                     Title: Senior Vice President
                                     -------------------------------------


                                       5
<PAGE>

                                     THE SANWA BANK, LIMITED,
                                        CHICAGO BRANCH

                                     By:
                                     -------------------------------------
                                     Title:
                                     -------------------------------------

                                     FIRSTAR BANK, NATIONAL
                                        ASSOCIATION (fka STAR BANK, N.A.)

                                     By: /s/ THOMAS D. GIBBONS
                                     -------------------------------------
                                     Title: Vice President
                                     -------------------------------------


                                       6
<PAGE>

                            GUARANTOR ACKNOWLEDGMENT

     Each of the undersigned  consents and agrees to and  acknowledges the terms
of the foregoing Third  Amendment  Agreement.  Each of the  undersigned  further
agrees that the obligations of each of the undersigned  pursuant to the Guaranty
of Payment  executed by each of the  undersigned  shall remain in full force and
effect and be unaffected hereby.

                                     ELKHART PRODUCTS CORPORATION
                                     WHEELTEK, INC.
                                     AS INTERNATIONAL, INC.

                                     By: /s/ DOUGLAS D. WATTS
                                     -------------------------------------
                                              Douglas D. Watts, Vice President
                                              of each of the Companies listed
                                              above

                                     AMCAST INVESTMENT SERVICES
                                              CORPORATION

                                     By: /s/ JOHN H. SHUEY
                                     -------------------------------------
                                              John H. Shuey, President


                                       7
<PAGE>

                           FOURTH AMENDMENT AGREEMENT

     This Fourth  Amendment  Agreement  is made as of the 28th day of  November,
1999,  by  and  among  AMCAST  INDUSTRIAL   CORPORATION,   an  Ohio  corporation
("Borrower"),  the  banking  institutions  named  in  Schedule  1 to the  Credit
Agreement,  as hereinafter defined ("Banks"),  and KEYBANK NATIONAL ASSOCIATION,
as agent for the Banks ("Agent"):

     WHEREAS,  Borrower,  Agent and the Banks are  parties  to a certain  Credit
Agreement  dated as of August 14,  1997,  as amended  and as it may from time to
time be further amended,  restated or otherwise modified,  which provides, among
other things,  for loans and letters of credit  aggregating  Two Hundred Million
Dollars   ($200,000,000),   all  upon  certain  terms  and  conditions  ("Credit
Agreement");

     WHEREAS, Borrower, Agent and the Banks desire to amend the Credit Agreement
to modify certain provisions thereof;

     WHEREAS,  each term used  herein  shall be defined in  accordance  with the
Credit Agreement;

     NOW,  THEREFORE,  in  consideration  of the  premises  and  of  the  mutual
covenants herein and for other valuable considerations,  Borrower, Agent and the
Banks agree as follows:

     1.  Article I of the  Credit  Agreement  is hereby  amended  to delete  the
definitions of "Applicable  Commitment Fee Rate",  "Applicable LIBOR Margin" and
"Leverage  Ratio" therefrom in their entirety and to insert in place thereof the
following:

         "Applicable Commitment Fee Rate" shall mean:

         (a) for the period from November 28, 1999,  through the fiscal  quarter
     ending on February 27, 2000, fifty (50) basis points; and

         (b)  commencing  with the financial  statements  for the fiscal quarter
     ending on November  28,  1999,  the number of basis points set forth in the
     following  matrix  based on the result of the  computation  of the Leverage
     Ratio shall be used to  establish  the number of basis  points that will go
     into effect on February 28, 2000 and thereafter:

<TABLE>

<S>                                                    <C>
 ----------------------------------------------------- -------------------------
                                                       Applicable
 Leverage Ratio                                        Commitment Fee Rate
 ----------------------------------------------------- -------------------------
 Greater than or equal to 3.25 to 1.00                 50.00 basis points
 ----------------------------------------------------- -------------------------
 Greater than or equal to 3.00 to 1.00
 but less than 3.25 to 1.00                            37.50 basis points
 ----------------------------------------------------- -------------------------

                                       1
<PAGE>

 Greater than or equal to 2.50 to 1.00
 but less than 3.00 to 1.00                            32.50 basis points
 ----------------------------------------------------- -------------------------
 Less than 2.50 to 1.00                                25.00 basis points
 ----------------------------------------------------- -------------------------

</TABLE>

     Changes to the  Applicable  Commitment  Fee Rate shall be  effective on the
     first day of each month following the date upon which Agent  received,  or,
     if earlier, Agent should have received, pursuant to Section 5.3 hereof, the
     financial statements of the Companies.  The above matrix does not modify or
     waive, in any respect,  the requirements of Section 5.7 hereof,  the rights
     of the Banks to charge the  Default  Rate,  or the rights and  remedies  of
     Agent and the Banks pursuant to Articles VII and VIII hereof.

         "Applicable LIBOR Margin" shall mean:

         (a) for the period from November 28, 1999,  through the fiscal  quarter
     ending on February 27, 2000, two hundred (200) basis points; and

         (b)  commencing  with the financial  statements  for the fiscal quarter
     ending on November  28,  1999,  the number of basis points set forth in the
     following  matrix  based on the result of the  computation  of the Leverage
     Ratio shall be used to  establish  the number of basis  points that will go
     into effect on February 28, 2000 and thereafter:

<TABLE>

<S>                                                    <C>
------------------------------------------------------ -------------------------
                                                       Applicable Margin for
Leverage Ratio                                         LIBOR Loans
------------------------------------------------------ -------------------------
Greater than or equal to 3.50 to 1.00                  225 basis points
------------------------------------------------------ -------------------------
Greater than or equal to 3.25 to 1.00
but less than 3.50 to 1.00                             200 basis points
------------------------------------------------------ -------------------------
Greater than or equal to 3.00 to 1.00
but less than 3.25 to 1.00                             175 basis points
------------------------------------------------------ -------------------------
Greater than or equal to 2.50 to 1.00
but less than 3.00 to 1.00                             150 basis points
------------------------------------------------------ -------------------------
Less than 2.50 to 1.00                                 125 basis points
------------------------------------------------------ -------------------------
</TABLE>

     Changes to the Applicable  LIBOR Margin shall be effective on the first day
     of each month following the date upon which Agent received, or, if earlier,
     Agent should have received,  pursuant to Section 5.3 hereof,  the financial
     statements of the Companies.  The above matrix does not modify or waive, in
     any  respect,  the  requirements  of Section 5.7 hereof,  the rights of the
     Banks to charge the Default  Rate,  or the rights and remedies of Agent and
     the Banks pursuant to Articles VII and VIII hereof.

                                       2
<PAGE>

          "Leverage Ratio" shall mean, at any time, on a Consolidated  basis and
     in accordance with GAAP, the ratio of (a) Funded  Indebtedness  (based upon
     the financial statements of the Companies for the most recently com- pleted
     fiscal  quarter)  to (b)  Consolidated  EBITDA  (based  upon the  financial
     statements of the Companies for the most recently completed four (4) fiscal
     quarters); subject to the Proviso.

     2. The  Credit  Agreement  is  hereby  amended  to  delete  Section  5.7(a)
therefrom in its entirety and to insert in place thereof the following:

          (a) INTEREST COVERAGE. Borrower shall not suffer or permit at any time
     the ratio of Consolidated EBIT to Consolidated  Interest Expense to be less
     than (i)2.00 to 1.00 on the Closing Date  through  November 27, 1999,  (ii)
     1.75 to 1.00 on November 28, 1999 through  August 31, 2000,  and (iii) 2.00
     to 1.00 on  September  1, 2000 and  thereafter,  based  upon the  financial
     statements  for the Companies for most recently  completed  four (4) fiscal
     quarters.

     3. The Credit  Agreement is hereby  amended to delete Section 5.7(b) there-
from in its entirety and to insert in place thereof the following:

         (b)  LEVERAGE.  Borrower  shall  not  suffer  or permit at any time the
     Leverage  Ratio to  exceed  (i)3.65  to 1.00 on the  Closing  Date  through
     November 29, 1998, (ii) 3.40 to 1.00 on November 30, 1998 through  February
     27, 1999,  (iii) 3.25 to 1.00 on February 28, 1999 through August 30, 1999,
     (iv) 3.00 to 1.00 on August 31, 1999 through November 27, 1999, (v) 3.75 to
     1.00 on November 28, 1999 through  February 27, 2000,  (vi) 3.50 to 1.00 on
     February 28, 2000 through August 31, 2000,  (vii) 3.25 to 1.00 on September
     1, 2000  through  December 2, 2001,  and (viii) 3.00 to 1.00 on December 3,
     2001 and thereafter.

         4.  Concurrently with the execution of this Fourth Amendment Agreement,
 Borrower shall:

         (a)   cause  each  Guarantor  of  Payment to  consent  and agree to and
acknowledge  the terms of this Fourth Amendment Agreement;

         (b) pay an  amendment  fee to each Bank that  executes  this  Amendment
prior to 12:01 P.M.(Cleveland,  Ohio time) on November 30, 1999 (each such Bank,
an "Executing Bank") in an amount equal to (i) fifteen (15) basis points,  times
(ii) the Total Commitment Amount, times (iii) the Commitment  Percentage of such
Executing  Bank.  Such  amendment  fee  shall be paid to Agent  for the pro rata
benefit of the Executing Banks; and

         (c) pay all legal fees and  expenses of Agent in  connection  with this
Fourth Amendment Agreement.

                                       3
<PAGE>

          5.  Borrower  hereby  represents  and  warrants to Agent and the Banks
that(a)  Borrower has the legal power and  authority to execute and deliver this
Fourth Amendment  Agreement;  (b) the officials  executing this Fourth Amendment
Agreement  have been duly  authorized  to execute  and deliver the same and bind
Borrower with respect to the provisions  hereof;  (c) the execution and delivery
hereof by  Borrower  and the  performance  and  observance  by  Borrower  of the
provisions hereof do not violate or conflict with the organizational  agreements
of  Borrower  or any law  applicable  to  Borrower  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 Borrower; (d) no Unmatured Event of
Default or Event of Default  exists  under the  Credit  Agreement,  nor will any
occur  immediately  after the  execution  and delivery of this Fourth  Amendment
Agreement or by the  performance  or  observance of any  provision  hereof;  (e)
neither Borrower nor any Subsidiary has any claim or offset against,  or defense
or  counterclaim  to,  any of  Borrower's  or any  Subsidiary's  obligations  or
liabilities  under the Credit  Agreement  or any Related  Writing;  and (f) this
Fourth  Amendment  Agreement  constitutes  a valid  and  binding  obligation  of
Borrower in every respect, enforceable in accordance with its terms.

         6. Each  reference  that is made in the Credit  Agreement  or any other
writing to the Credit  Agreement  shall hereafter be construed as a reference to
the Credit Agreement as amended hereby. Except as herein otherwise  specifically
provided,  all provisions of the Credit Agreement shall remain in full force and
effect and be unaffected hereby.

         7. Borrower and each  Subsidiary,  by signing below,  hereby waives and
releases Agent and each of the Banks and their respective  directors,  officers,
employees,  attorneys,  affiliates  and  subsidiaries  from any and all  claims,
offsets,  defenses and  counterclaims  of which  Borrower and any  Subsidiary is
aware,  such waiver and release being with full knowledge and  understanding  of
the  circumstances  and effect thereof and after having  consulted legal counsel
with respect thereto.

         8. This  Fourth  Amendment  Agreement  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.

         9.       The rights  and  obligations  of  all parties  hereto shall b
governed  by the laws of the  State of Ohio,  without  regard to  principles  of
conflicts of laws.

                  [Remainder of Page Intentionally Left Blank.]

                                       4
<PAGE>


          10. JURY TRIAL  WAIVER.  BORROWER,  AGENT AND EACH OF THE BANKS HEREBY
WAIVE ANY RIGHT TO HAVE A JURY  PARTICIPATE  IN RESOLVING  ANY DISPUTE,  WHETHER
SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT AND THE BANKS, OR
ANY THEREOF,  ARISING OUT OF, IN CONNECTION  WITH,  RELATED TO, OR INCIDENTAL TO
THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY
NOTE OR OTHER  INSTRUMENT,  DOCUMENT  OR  AGREEMENT  EXECUTED  OR  DELIVERED  IN
CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO.

                                     AMCAST INDUSTRIAL CORPORATION

                                     By: /s/ JOHN H. SHUEY
                                     -------------------------------------
                                              John H. Shuey, President and
                                              Chief Executive Officer

                                     KEYBANK NATIONAL ASSOCIATION,
                                              as Agent and as a Bank

                                     By: /s/ FRANCIS W. LUTZ
                                     -------------------------------------
                                              Francis W. Lutz, Portfolio Manager

                                     BANCA COMMERCIALE ITALIANA

                                     By: /s/ CHARLES DOUGHERTY
                                     -------------------------------------
                                     Title: Vice President
                                     -------------------------------------

                                     and /s/ EDWARD BERMANT
                                     -------------------------------------
                                     Title: First Vice President, Deputy Manager
                                     -------------------------------------

                                     THE BANK OF NEW YORK

                                     By: /s/ EDWARD J. DOUGHERTY III
                                     -------------------------------------
                                     Title: Vice President, U.S. Commercial
                                            Banking
                                     -------------------------------------

                                     BANK ONE, NA

                                     By: /s/ RANDALL WITH
                                     -------------------------------------
                                     Title: Senior Vice President
                                     -------------------------------------

                                       5
<PAGE>


                                    CREDIT AGRICOLE INDOSUEZ
                                      (successor in interest to Caisse Nationale
                                       de Credit Agricole)

                                     By: /s/ RAYMOND A. FALKENBERG
                                     -------------------------------------
                                     Title: Vice President, Senior Relationship
                                            Manager
                                     -------------------------------------

                                     and /s/ SUSAN KNIGHT
                                     -------------------------------------
                                     Title: Vice President
                                     -------------------------------------

                                     COMERICA BANK

                                     By: /s/ NICHOLAS G. MESTER
                                     -------------------------------------
                                     Title: Account Officer
                                     -------------------------------------

                                     UNI CREDITO ITALIANO SPA

                                     By: /s/ CHRISTOPHER J. ELDIN
                                     -------------------------------------
                                     Title: First Vice President & Deputy
                                            Manager
                                     -------------------------------------

                                     and /s/ GIANFRANCO BISAGNI
                                     -------------------------------------
                                     Title: First Vice President
                                     -------------------------------------

                                     SANPAOLO IMI, SPA

                                     By: /s/ LUCA SACCHI
                                     -------------------------------------
                                     Title: Vice President
                                     -------------------------------------

                                     and /s/ CARLO PERSICO
                                     -------------------------------------
                                     Title: Designated Group Manager
                                     -------------------------------------

                                     NATIONAL CITY BANK

                                     By: /s/ NEAL J. HINKEL
                                     -------------------------------------
                                     Title: Vice President
                                     -------------------------------------

                                     BANK ONE, INDIANA, NA. (successor by
                                        merger to NBD Bank, N.A.)

                                     By: /s/ EDWARD HATHAWAY
                                     -------------------------------------
                                     Title: First Vice President
                                     -------------------------------------

                                       6
<PAGE>


                                     THE SANWA BANK, LIMITED,
                                        CHICAGO BRANCH

                                     By: /s/ KENNETH C. EICHWALD
                                     -------------------------------------
                                     Title: First Vice President and Assistant
                                            General Manager
                                     -------------------------------------

                                     FIRSTAR BANK, NATIONAL
                                        ASSOCIATION (fka STAR BANK, N.A.)

                                     By: /s/ THOMAS D. GIBBONS
                                     -------------------------------------
                                     Title: Vice President
                                     -------------------------------------


                                       7
<PAGE>


                            GUARANTOR ACKNOWLEDGMENT

     Each of the undersigned  consents and agrees to and  acknowledges the terms
of the foregoing Fourth  Amendment  Agreement.  Each of the undersigned  further
agrees that the obligations of each of the undersigned  pursuant to the Guaranty
of Payment  executed by each of the  undersigned  shall remain in full force and
effect and be unaffected hereby.

                                     ELKHART PRODUCTS CORPORATION
                                     WHEELTEK, INC.
                                     AS INTERNATIONAL, INC.

                                     By: /s/ DOUGLAS D. WATTS
                                     -------------------------------------
                                              Douglas D. Watts, Vice President
                                              of each of the Companies listed
                                              above

                                     AMCAST INVESTMENT SERVICES
                                              CORPORATION

                                     By: /s/ JOHN H. SHUEY
                                     -------------------------------------
                                              John H. Shuey, President




                                       8
<PAGE>

                            FIFTH AMENDMENT AGREEMENT

         This Fifth  Amendment  Agreement  ("Amendment")  is dated as of July 7,
2000,  and made  effective as of the 28th day of May,  2000, by and among AMCAST
INDUSTRIAL   CORPORATION,   an  Ohio  corporation   ("Borrower"),   the  banking
institutions named in Schedule 1 to the Credit Agreement, as hereinafter defined
("Banks"), and KEYBANK NATIONAL ASSOCIATION, as agent for the Banks ("Agent"):

         WHEREAS,  Borrower, Agent and the Banks are parties to a certain Credit
Agreement  dated as of August 14, 1997, as amended and as the same may from time
to time be further  amended,  restated or otherwise  modified,  which  provides,
among  other  things,  for loans and letters of credit  aggregating  Two Hundred
Million Dollars  ($200,000,000),  all upon certain terms and conditions ("Credit
Agreement");

         WHEREAS,  Borrower,  Agent  and the Banks  desire  to amend the  Credit
Agreement to modify certain provisions thereof; and

         WHEREAS,  each  capitalized  term  used  herein  shall  be  defined  in
accordance with the Credit Agreement;

         NOW,  THEREFORE,  in  consideration  of the  premises and of the mutual
covenants herein and for other valuable considerations,  Borrower, Agent and the
Banks agree as follows:

         1. Article I of the Credit  Agreement  is hereby  amended to delete the
definitions of "Applicable Commitment Fee Rate", "Applicable Margin", "Debt" and
"Loan  Documents"  therefrom in their  entirety and to insert in place  thereof,
respectively, the following:

                  "Applicable Commitment Fee Rate" shall mean:

                  (a) for the period  from the Closing  Date  through the fiscal
         quarter  ending on or about  August 31,  1997,  seventeen  and one-half
         (17.50) basis points;

                  (b) for the period from September 1, 1997 through the last day
         of the fiscal  quarter  ending on or about May 31, 2000,  the number of
         basis points  determined by Agent in accordance  with the definition of
         "Applicable  Commitment  Fee  Rate"  prior  to the  date  of the  Fifth
         Amendment Agreement to this Agreement;

                  (c) for the period  from the first day of the  fiscal  quarter
         ending on or about  August 31, 2000  through the last day of the fiscal
         quarter  ending on or about August 31, 2000,  fifty (50) basis  points;
         and

                  (d)  commencing  with the financial  statements for the fiscal
         quarter ending on or about May 31, 2000, the number of basis points set
         forth in the following matrix, based upon the result of the computation
         of the Leverage  Ratio,  shall be used to establish the number of basis

                                       1
<PAGE>

         points that will go into effect on the first day of the fiscal  quarter
         that ends on or about November 30, 2000 and thereafter:

<TABLE>
<CAPTION>
         <S>                                         <C>

         ------------------------------------------- ---------------------------
                                                       Applicable Commitment
                       Leverage Ratio                         Fee Rate
         ------------------------------------------- ---------------------------
         Greater than or equal to 3.25 to 1.00               62.50 basis points
         ------------------------------------------- ---------------------------
         Greater than or equal to 3.00 to 1.00
                but less than 3.25 to 1.00                   50.00 basis points
         ------------------------------------------- ---------------------------
         Greater than or equal to 2.50 to 1.00
                but less than 3.00 to 1.00                   37.50 basis points
         ------------------------------------------- ---------------------------
         Less than 2.50 to 1.00                              32.50 basis points
         ------------------------------------------- ---------------------------
</TABLE>

         Changes to the Applicable Commitment Fee Rate shall be effective on the
         first day of each fiscal  quarter  following  the date upon which Agent
         received, or, if earlier, should have received, pursuant to Section 5.3
         (a) or (b) hereof, the financial statements of the Companies. The above
         matrix does not modify or waive,  in any respect,  the  requirements of
         Section 5.7 hereof, the rights of the Banks to charge the Default Rate,
         or the rights and  remedies of the Banks  pursuant to Articles  VII and
         VIII hereof.

                  "Applicable LIBOR Margin" shall mean:

                  (a)for the  period  from  the Closing Date  through the fiscal
         quarter ending on or about August 31, 1997, fifty
         (50) basis points;

                  (b) for the period from September 1, 1997 through the last day
         of the  fiscal  quarter  ending on or about May 31,  2000,  the  margin
         determined by Agent in accordance  with the  definition of  "Applicable

         LIBOR  Margin"  prior to the date of the Fifth  Amendment  Agreement to
         this Agreement;

                  (c) for the period  from the first day of the  fiscal  quarter
         that  ends on or about  August  31,  2000  through  the last day of the
         fiscal  quarter  ending on or about August 31, 2000,  two hundred (200)
         basis points; and

                  (d)  commencing  with the financial  statements for the fiscal
         quarter ending on or about May 31, 2000, the number of basis points set
         forth in the following matrix, based upon the result of the computation
         of the Leverage  Ratio,  shall be used to establish the number of basis
         points that will go into effect on the first day of the fiscal  quarter
         that ends on or about November 30, 2000 and thereafter:


                                       2
<PAGE>
<TABLE>
<CAPTION>
         <S>                                         <C>

         ------------------------------------------- ---------------------------
                        Leverage Ratio Margin                Applicable LIBOR
         ------------------------------------------- ---------------------------
         Greater than or equal to 3.50 to 1.00               275 basis points
         ------------------------------------------- ---------------------------
         Greater than or equal to 3.25 to 1.00
                but less than 3.50 to 1.00                   225 basis points
         ------------------------------------------- ---------------------------
         Greater than or equal to 3.00 to 1.00
                but less than 3.25 to 1.00                   200 basis points
         ------------------------------------------- ---------------------------
         Greater than or equal to 2.50 to 1.00
                but less than 3.00 to 1.00                   175 basis points
         ------------------------------------------- ---------------------------
         Less than 2.50 to 1.00                              150 basis points
         ------------------------------------------- ---------------------------
</TABLE>

         Changes to the Applicable  LIBOR Margin shall be effective on the first
         day of  each  fiscal  quarter  following  the  date  upon  which  Agent
         received, or, if earlier, should have received, pursuant to Section 5.3
         (a) or (b) hereof, the financial statements of the Companies. The above
         matrix does not modify or waive,  in any respect,  the  requirements of
         Section 5.7 hereof, the rights of the Banks to charge the Default Rate,
         or the rights and  remedies of the Banks  pursuant to Articles  VII and
         VIII hereof.

                  "Debt" shall mean, collectively, (a) all Indebtedness incurred
         by  Borrower  to Agent or the  Banks  pursuant  to this  Agreement  and
         includes  the  principal  of  and  interest  on  all  Notes;  (b)  each
         extension,  renewal or refinancing thereof in whole or in part; (c) the
         commitment  and other  fees,  including  any  prepayment  fee,  payable
         hereunder; and (d) all Related Expenses.

                  "Loan  Documents"  shall mean this Agreement,  each Note, each
         Guaranty of Payment, each Security Document, all documentation relating
         to each Letter of Credit and any other documents relating to any of the
         foregoing,  as any of the  foregoing  may from time to time be amended,
         restated or otherwise modified or replaced.

         2. Article I  of  the  Credit  Agreement  is hereby  amended to add the
         following new definitions thereto:

                  "Acceleration  Event"  shall have  occurred  if, (a) after the
         occurrence of a Default Event with respect to the Bank Obligations, the
         maturity of the Bank Obligations has been accelerated, or (b) after the
         occurrence  of a Default  Event with  respect to any of the  Noteholder
         Obligations, the maturity of any of the Noteholder Obligations has been
         accelerated.

                                       3
<PAGE>

                  "Administrative   Expenses"   shall   mean  (a)  any  and  all
         reasonable  costs,  liabilities,   and  expenses  (including,   without
         limitation,  losses, damages,  penalties,  claims, actions,  reasonable
         attorneys' fees, legal expenses,  judgments,  suits and  disbursements)
         incurred by, imposed upon, or asserted against, the Collateral Agent in
         any attempt by the Collateral Agent to (i) obtain,  preserve,  perfect,
         or enforce any security  interest  evidenced  by any of the  Collateral
         Documents or any other Lending  Party  Document;  (ii) obtain  payment,
         performance or observance of any and all of the  Obligations;  or (iii)
         maintain, insure, audit, collect, preserve, repossess or dispose of any
         of the  Collateral or any other  collateral  securing the  Obligations,
         including,  without  limitation,  costs and  expenses  for  appraisals,
         assessments, and audits of Borrower or any Guarantor of Payment, or any
         such  Collateral;  (b) to the extent not covered in subpart (a) hereof,
         all costs and  expenses  payable to the  Collateral  Agent  pursuant to
         Section  9A.9 of this  Agreement;  or (c) all  costs,  liabilities  and
         expenses incidental or related to (a) or (b) above, including,  without
         limitation,  interest thereupon (i) prior to the occurrence of an Event
         of Default, after ten (10) days after demand therefor until paid at the
         Default  Rate, as defined in the Credit  Agreement,  and (ii) after the
         occurrence of an Event of Default, from the date incurred,  imposed, or
         asserted until paid, at the Default Rate.

                  "Bank Obligations" shall mean, collectively, (a) the Debt, and
         (b) all other Indebtedness or other obligations incurred by any Company
         to Agent and the Banks  pursuant  to this  Agreement  or any other Loan
         Document, whether for principal,  interest, fees, costs or indemnities,
         and whether now existing or hereafter arising.

                  "Collateral"  shall  mean,   collectively,   (a)  all  of  the
         Collateral,  as defined in each of the  respective  Security  Documents
         executed  by Borrower  and each  Guarantor  of Payment,  (b) all of the
         Mortgaged Real Property,  and (c) any other property,  whether tangible
         or  intangible,  at any  time  securing  the  Obligations,  or any part
         thereof,  whether such Lien securing any of the  Obligations is granted
         to, or otherwise obtained by, the Collateral Agent or any Lender.

                  "Collateral  Agent"  shall mean KeyBank  National  Association
         (and its  successors  and assigns) in its capacity as collateral  agent
         pursuant  to  Article  9A  hereof  and  under  each  of the  Collateral
         Documents.

                  "Collateral  Assignment and Security  Agreement"  shall mean a
         Collateral  Assignment  and Security  Agreement,  in form and substance
         satisfactory to Agent and the Majority Banks, executed and delivered by
         Borrower  or a  Guarantor  of  Payment,  as the  case  may be,  wherein
         Borrower or such  Guarantor  of Payment  has granted to the  Collateral
         Agent,  for the benefit of the Lenders,  a security  interest in and an
         assignment  of all  intellectual  property  owned by  Borrower  or such
         Guarantor  of  Payment,  as the same may from time to time be  amended,
         restated or otherwise modified.

                                       4
<PAGE>

                  "Collateral  Documents" shall mean the Security  Documents and
         any  Intercreditor  Agreement,   together  with  all  other  documents,
         instruments  or  agreements  executed in  connection  with the Security
         Documents or such  Intercreditor  Agreement,  or in connection with any
         security  interest or Lien  granted,  or otherwise  obtained,  on or in
         connection with the Collateral, or any part thereof.

                  "Collateral  Event" shall have the meaning  given to such term
         in Section 2.9(c) hereof.

                  "Collateral  Signing Date" shall mean the date of execution of
         the Fifth Amendment Agreement to this Agreement.

                  "Consolidated   Capital  Expenditures"  shall  mean,  for  any
         period, the amount of capital  expenditures of Borrower,  as determined
         on a Consolidated basis and in accordance with GAAP.

                  "Default  Event" shall mean the  occurrence of (a) an Event of
         Default,  or (b)  an  "Event  of  Default",  as  defined  in  any  Note
         Agreement.

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

                  "Hedge  Agreement"  shall mean any hedge  agreement,  interest
         rate swap,  cap,  collar or floor  agreement,  or other  interest  rate
         management  device  entered  into by Borrower  with Agent or any of the
         Banks in connection with the Debt.

                  "Hedge Agreement  Obligations" shall mean the aggregate amount
         of Indebtedness under any Hedge Agreement.

                  "Insolvency  Event"  shall mean (a) the  pendency  of any case
         against  Borrower or any other Company  arising under the United States
         Bankruptcy Code of 1978, as amended, or any successor statute,  (b) the
         pendency  of any case  against  Borrower or any other  Company  arising
         under any other bankruptcy,  reorganization,  compromise,  arrangement,
         insolvency,  readjustment  of debt,  dissolution,  liquidation or other
         similar  law of any  jurisdiction,  (c) the  appointment  of, or taking
         possession by, a trustee,  receiver,  custodian,  liquidator or similar
         official of Borrower or any other Company or any substantial  assets of
         any of  them,  (d) any  assignment  for the  benefit  of  creditors  of
         Borrower  or any other  Company,  or (e) the failure of Borrower or any
         other Company generally to pay its debts as they become due.

                  "Intercreditor Agreement" shall have the meaning given to such
         term in Section 9A.1(b) hereof.

                                       5
<PAGE>

                  "Intercreditor   Provisions"   shall  mean  the  intercreditor
         provisions set forth in Article 9A of this Agreement, the intercreditor
         provisions set forth on Exhibit G hereto, and, if applicable, the terms
         and conditions of an Intercreditor Agreement .

                  "Interest   Coverage  Ratio"  shall  mean  the  ratio  of  (a)
         Consolidated EBIT to (b) Consolidated Interest Expense,  based upon the
         financial  statements of the Companies for the most recently  completed
         four (4) fiscal quarters.

                  "Lender"  shall  mean  any Bank, Noteholder  or Line of Credit
         Lender.

                  "Lending  Parties"  shall mean,  collectively,  (a) Agent,  on
         behalf of the Banks,  (b) each  Noteholder  and (c) each Line of Credit
         Lender.

                  "Lending  Party" shall mean (a) Agent, on behalf of the Banks,
         (b) any Noteholder or (c) any Line of Credit Lender.

                  "Lending Party Documents" shall mean,  collectively,  the Loan
         Documents, the Note Agreements and the Line of Credit Documents.

                  "Leverage  Event"  shall have  occurred  if, at any time on or
         after the  Collateral  Signing Date, the Leverage Ratio is greater than
         or equal to 3.70 to 1.00.

                  "Letter  of  Credit  Exposure"  shall  mean,  at the  time  of
         determination,  the sum of (a) the aggregate undrawn face amount of all
         issued and outstanding  Letters of Credit, and (b) the aggregate of the
         draws  made on  Letters  of  Credit  that have not been  reimbursed  by
         Borrower or  converted  to a Revolving  Loan  pursuant to Section  2.1B
         hereof.

                  "Line of Credit  Lender"  shall mean (a) each of the financial
         institutions  set forth on Schedule 4 hereto so long as such  financial
         institution (i) is a Bank under this Agreement and (ii) has established
         an  unsecured,  discretionary  line  of  credit  for  Borrower  and its
         Subsidiaries,  or (b) is financial  institution that has entered into a
         Hedge Agreement with Borrower so long as such financial  institution is
         a Bank under  this  Agreement;  provided  that,  if any such  financial
         institution ceases to be a Bank under this Agreement,  then the Line of
         Credit Obligations owing to such financial  institution shall no longer
         be secured by the Collateral.

                  "Line of Credit Documents" shall mean the promissory notes and
         other  agreements   evidencing  or  relating  to  the  Line  of  Credit
         Obligations.

                  "Line of Credit  Obligations"  shall mean all  Indebtedness or
         other  obligations  incurred by Borrower to the Line of Credit Lenders,
         whether  for  principal,  interest,  fees,  costs or  indemnities,  and
         whether now existing or hereafter arising; provided,  however, that the

                                       6
<PAGE>

         principal  amount  owing to any Line of Credit  Lender shall not exceed
         the  amount set forth  opposite  such Line of Credit  Lender's  name on
         Schedule 4 hereto.

                  "Loan and Reimbursement  Obligations"  shall mean, at the time
         of determination,  with respect to the Bank Obligations, the sum of (a)
         the aggregate principal amount of the Loans then outstanding,  plus (b)
         the Letter of Credit Exposure.

                  "Mortgage"  shall  mean a  Mortgage,  Deed of  Trust  or other
         instrument,  in  form  and  substance  satisfactory  to  Agent  and the
         Majority Banks,  executed by Borrower or a Guarantor of Payment, as the
         case may be, with respect to any Mortgaged Real  Property,  as the same
         may from time to time be amended, restated or otherwise modified.

                  "Mortgaged  Real  Property"  shall mean each of the parcels of
         real property as set forth on Schedule 3 hereto, or interests  therein,
         owned or leased by Borrower or a Guarantor of Payment,  as appropriate,
         together  with each other  parcel of real  property  that shall  become
         subject to a  Mortgage,  in each case  together  with all of the right,
         title and  interest of Borrower or such  Guarantor  of Payment,  as the
         case  may  be,  in the  improvements  and  buildings  thereon  and  all
         appurtenances, easements or other rights belonging thereto.

                  "Note Agreement" shall mean (a) the Note Agreement dated as of
         November  1,  1995,  as  amended,  executed  by  Borrower  in  favor of
         Principal Mutual Life Insurance Company, as Purchaser,  with respect to
         $25,000,000  7.09% Senior  Notes Due November 7, 2005,  or (b) the Note
         Agreement  dated as of  November  1,  1995,  as  amended,  executed  by
         Borrower in favor of  Northwestern  Mutual Life Insurance  Company,  as
         Purchaser,  with respect to $25,000,000 7.09% Senior Notes Due November
         7, 2005.

                  "Noteholder"  shall mean  Northwestern  Mutual Life  Insurance
         Company,  and its  successors  and assigns,  or  Principal  Mutual Life
         Insurance Company, and its successors and assigns.

                  "Noteholders"  shall mean,  collectively,  Northwestern Mutual
         Life Insurance Company and Principal Mutual Life Insurance Company, and
         their respective successors and assigns.

                  "Noteholder  Obligations" shall mean all Indebtedness or other
         obligations  incurred by Borrower  to the  Noteholders  pursuant to the
         Note  Agreements,  whether  for  principal,  interest,  fees,  costs or
         indemnities, and whether now existing or hereafter arising.

                  "Obligations"   shall   mean,   collectively,   (a)  the  Bank
         Obligations,  (b) the  Noteholder  Obligations,  (c) the Line of Credit
         Obligations,   and  (d)  all  Administrative  Expenses  and  all  other
         indebtedness or other  obligations  now owing or hereafter  incurred by
         Borrower or any Guarantor of Payment to the  Collateral  Agent pursuant
         to this Agreement or any of the other Collateral Documents.

                                       7
<PAGE>

                  "Pledge Agreement" shall mean a Pledge Agreement,  in form and
         substance  satisfactory to Agent and the Majority  Banks,  executed and
         delivered to the Collateral  Agent, for the benefit of the Lenders,  by
         Borrower or a Guarantor  of Payment,  as  appropriate,  as the same may
         from time to time be amended, restated or otherwise modified.

                  "Pro Rata"  shall  mean,  at the time of  determination,  with
         respect to any Lending  Party,  the  percentage  that is  determined by
         dividing  (a)(i)  for Agent and the Banks,  the Loan and  Reimbursement
         Obligations,  (ii)  for  each  Noteholder,  the  aggregate  outstanding
         principal  amount then  outstanding from such Noteholder under its Note
         Agreement,  and (iii) for each Line of Credit Lender, (A) the aggregate
         principal  amount of the Line of Credit  Obligations  then  outstanding
         from  such  Line  of  Credit  Lender,  plus  (B)  the  Hedge  Agreement
         Obligations owing to such Line of Credit Lender, if any, by (b) the sum
         of  (i)  the  aggregate  outstanding  principal  amount  of  all of the
         Obligations,  (ii) the Letter of Credit  Exposure,  and (iii) the Hedge
         Agreement Obligations.  For all purposes under this Agreement or any of
         the Collateral  Documents,  Pro Rata shall be determined on the date of
         the occurrence of a Sharing Event.

                  "Related  Expenses" shall mean (a) with respect to Agent,  any
         and  all  costs,   liabilities,   and  expenses   (including,   without
         limitation,  losses, damages,  penalties,  claims, actions,  reasonable
         attorneys' fees, legal expenses,  judgments,  suits and  disbursements)
         incurred by, imposed upon, or asserted against, Agent in any attempt by
         Agent  to (i)  obtain,  preserve,  perfect,  or  enforce  any  security
         interest  evidenced  by this  Agreement  or any Related  Writing,  (ii)
         obtain payment,  performance, or observance of any and all of the Debt,
         or (iii) maintain,  insure, audit,  collect,  preserve,  repossess,  or
         dispose  of any of the  collateral  securing  the Debt or any  thereof,
         including,  without  limitation,  costs and  expenses  for  appraisals,
         assessments, and audits of Borrower or any Guarantor of Payment, or any
         such  collateral,  (b) with respect to Agent or any Bank, all costs and
         expenses of Agent or such Bank in connection with the  restructuring or
         enforcement of the Debt, this Agreement or any Related Writing, and (c)
         all costs,  liabilities  and expenses  incidental or related to (a) and
         (b) above, including, without limitation,  interest thereupon (i) prior
         to the  occurrence  of an Event of  Default,  after ten (10) days after
         demand  therefor  until  paid at the  Default  Rate,  as defined in the
         Credit Agreement, and (ii) after the occurrence of an Event of Default,
         from the date incurred,  imposed, or asserted until paid at the Default
         Rate.

                  "Security Agreement" shall mean a Security Agreement,  in form
         and substance  satisfactory to Agent and the Majority  Banks,  executed
         and  delivered by Borrower or a Guarantor of Payment to the  Collateral
         Agent,  for  the  benefit  of the  Lenders,  in  connection  with  this
         Agreement,  as the same may from time to time be  amended,  restated or
         otherwise modified.

                  "Security Documents" shall mean each Security Agreement,  each
         Pledge  Agreement,   each  Mortgage,  each  Collateral  Assignment  and
         Security  Agreement,   each  U.C.C.  financing  statement  executed  in

                                       8
<PAGE>

         connection  herewith or  securing  any  interest  created in any of the
         foregoing  documents,  and any other  documents  relating to any of the
         foregoing,  as any of the  foregoing  may from time to time be amended,
         restated or otherwise modified or replaced.

                  "Sharing  Event" shall mean the earlier of (a) the  occurrence
         of an Insolvency Event, or (b) the occurrence of an Acceleration Event.

                  "Stock  Repurchase"  shall  mean  the  purchase,   repurchase,
         redemption  or other  acquisition  by a Company of any capital stock or
         other equity interest of such Company.

         3.      The Credit Agreement is hereby amended to add a new Section 2.9
         thereto as follows:

                  SECTION 2.9.      COLLATERAL EVENT.

                  (a)  On  the  Collateral  Signing  Date,   Borrower  and  each
         Guarantor of Payment shall execute and deliver to the Collateral Agent,
         for  the  benefit  of  the  Lenders,  a  (a)  Security  Agreement,  (b)
         Collateral Assignment and Security Agreement,  (c) Pledge Agreement, if
         applicable, together with the appropriate share certificates referenced
         therein,  and (d) Mortgage,  if  applicable;  together with such U.C.C.
         financing  statements,  or other evidence of the Liens granted pursuant
         to any of the foregoing  documents as Agent and the Majority Banks deem
         necessary or  appropriate,  all of which shall be in form and substance
         reasonably satisfactory to the Collateral Agent, Agent and the Majority
         Banks.

                  (b) Agent  and the  Banks  hereby  agree  that  each  Security
         Document executed by Borrower or any Guarantor of Payment,  on or after
         the Collateral  Signing Date,  shall be held by the Collateral Agent in
         escrow until the occurrence of a Collateral  Event. Any Lien granted by
         Borrower or any Guarantor of Payment to the Collateral  Agent,  for the
         benefit of the  Lenders,  pursuant  to any of such  Security  Documents
         shall not be effective  and, for all  purposes,  shall not be deemed to
         have been  granted  unless  and until the  occurrence  of a  Collateral
         Event.

                  (c)  Immediately  and  automatically  upon the occurrence of a
         Leverage Event, or, in the alternative, at the written direction of the
         Majority Banks to the Collateral Agent after the occurrence of an Event
         of Default (each a "Collateral Event"),  each of the Security Documents
         shall be automatically released from the escrow and the Lien granted in
         each such Security  Document  shall be immediately  effective,  without
         action on the part of any Person.  Upon the  occurrence of a Collateral
         Event,  the Collateral  Agent shall be authorized to file or record any
         UCC  financing  statement,  mortgage  or other  evidence  of the  Liens
         granted  pursuant to the Security  Documents,  or take any other action
         consistent  therewith  in  order to  provide  further  security  to the
         Lenders.  In addition,  Borrower  shall provide notice to Agent and the
         Banks  contemporaneously  with any notice  provided to the  Noteholders
         under Section 5.9(e) of the Note Agreements.

                                       9
<PAGE>

         4.  The Credit  Agreement  is  hereby  amended to delete Section 5.7(a)
         therefrom in its entirety and to insert in place thereof the following:

                  (a)  INTEREST  COVERAGE.  The  Companies  shall not  suffer or
         permit at any time the Interest Coverage Ratio to be less than (i) 2.00
         to 1.00 from the Closing Date through  November 27, 1999,  (ii) 1.75 to
         1.00 on the  November  28, 1999  through the day before the last day of
         the fiscal quarter ending on or about May 31, 2000,  (iii) 1.25 to 1.00
         on the last day of the fiscal  quarter  ending on or about May 31, 2000
         through the day before the last day of the fiscal  quarter ending on or
         about  February  28,  2001,  (iv)  1.30 to 1.00 on the  last day of the
         fiscal  quarter  ending on or about  February  28, 2001 through the day
         before  the last day of the fiscal  quarter  ending on or about May 31,
         2001,  (v) 1.35 to 1.00 on the last day of the fiscal quarter ending on
         or about May 31, 2001 through the day before the last day of the fiscal
         quarter  ending on or about August 31,  2001,  (vi) 1.45 to 1.00 on the
         last day of the  fiscal  quarter  ending on or about  August  31,  2001
         through the day before the last day of the fiscal  quarter ending on or
         about  November 30, 2001, and (vii) 2.00 to 1.00 on the last day of the
         fiscal quarter ending on or about November 30, 2001 and thereafter.

         5.   The Credit Agreement is  hereby amended to  delete Section  5.7(b)
         therefrom in its entirety and to insert in place thereof the following:

                  (b) LEVERAGE.  The Companies shall not suffer or permit at any
         time the Leverage  Ratio to exceed (i) 3.65 to 1.00 on the Closing Date
         through  November  29,  1998,  (ii) 3.40 to 1.00 on  November  30, 1998
         through  February  27,  1999,  (iii) 3.25 to 1.00 on February  28, 1999
         through  August 30, 1999,  (iv) 3.00 to 1.00 on August 31, 1999 through
         November  27,  1999,  (v) 3.75 to 1.00 on  November  28,  1999  through
         February 27, 2000, (vi) 3.50 to 1.00 on February 28, 2000,  through the
         day before the last day of the  fiscal  quarter  ending on or about May
         31,  2000,  (vii)  3.85 to 1.00 on the last day of the  fiscal  quarter
         ending on or about May 31, 2000  through the day before the last day of
         the fiscal quarter ending on or about February 28, 2001, (viii) 3.75 to
         1.00 on the last day of the fiscal  quarter ending on or about February
         28,  2001  through  the day before  the last day of the fiscal  quarter
         ending on or about August 31,  2001,  (ix) 3.50 to 1.00 on the last day
         of the fiscal  quarter  ending on or about  August 31, 2001 through the
         day  before  the  last day of the  fiscal  quarter  ending  on or about
         November 30, 2001,  and (xi) 3.25 to 1.00 on the last day of the fiscal
         quarter ending on or about November 30, 2001 and thereafter.

         6.  The Credit Agreement is hereby amended to delete Section 5.8 there-
         from in its entirety and to insert in place thereof the following:

                  SECTION 5.8. LIENS. No Company shall create,  assume or suffer
         to exist any Lien upon any of its property or assets, whether now owned
         or hereafter  acquired;  provided  that this Section shall not apply to
         the following:

                                       10
<PAGE>

                  (a) Liens  for  taxes  not yet due or that are being  actively
         contested  in good  faith  by  appropriate  proceedings  and for  which
         adequate reserves have been established in accordance with GAAP;

                  (b) other  statutory  Liens  incidental  to the conduct of its
         business or the  ownership of its property and assets that (i) were not
         incurred in connection  with the borrowing of money or the obtaining of
         advances or credit, and (ii) do not in the aggregate materially detract
         from the value of its property or assets or  materially  impair the use
         thereof in the operation of its business;

                  (c) Liens  on  property or assets of a  Subsidiary  to  secure
         obligations of such Subsidiary to Borrower or a   Guarantor of Payment;

                  (d) purchase money Liens securing credit extended to a Company
         for the purchase of fixed assets,  so long as each such Lien is limited
         to the asset being purchased;

                  (e) Liens  existing as of the Closing  Date and  described  on
         Schedule  5.8  hereto  (with  the  understanding,   however,  that  the
         Indebtedness  secured  by  such  Liens  may be  extended,  renewed,  or
         replaced by Indebtedness of the same amount); and

                  (f)  Liens  granted  to the  Collateral  Agent to  secure  the
         Obligations,  so long as any such Liens granted to the Collateral Agent
         to secure the Noteholder  Obligations or the Line of Credit Obligations
         are at all times  subject  to the  Intercreditor  Provisions,  or other
         intercreditor  provisions  otherwise  satisfactory  to  Agent  and  the
         Majority Banks.

         7.  The  Credit Agreement  is  hereby amended to  delete  Section  5.16
         therefrom in its entirety and to insert in place thereof the following:

                 SECTION 5.16. SUBSIDIARIES ACQUIRED, HELD OR CREATED SUBSEQUENT
                 TO THE CLOSING DATE.

                  (a) Subject to Section  5.16(b)  hereof,  (i) each  Subsidiary
         created,  acquired or held  subsequent  to the  Closing  Date shall (A)
         immediately execute and deliver to Agent, for the benefit of the Banks,
         a Guaranty of Payment, (B) execute and deliver to the Collateral Agent,
         for the benefit of the Lenders,  such Security Documents as Agent shall
         require,  and (C)  deliver  to  Agent  and  the  Banks  such  corporate
         governance and authorization documents and an opinion of counsel as may
         reasonably  be  deemed  necessary  or  advisable  by  Agent;  provided,
         however,  that no Foreign  Subsidiary  shall be  required to execute or
         deliver any  Guaranty  of Payment or  Security  Document so long as the
         execution thereof will cause or result in an adverse tax consequence to
         any Company; and (ii) Borrower or the appropriate  Guarantor of Payment
         shall deliver to the Collateral  Agent, for the benefit of the Lenders,
         the share certificates,  or other evidence of equity interest,  of such
         Subsidiary  pursuant to the terms of the Pledge  Agreement  executed by
         Borrower  or such  Guarantor  of  Payment;  provided  however,  that no

                                       11
<PAGE>

         Company shall be required to pledge more than  sixty-five  (65%) of the
         outstanding  shares of stock or other  equity  interest  of any Foreign
         Subsidiary  so long as the  pledge  thereof  will cause or result in an
         adverse tax consequence to any Company.

                  (b)  Notwithstanding  anything in subsection (a) hereof to the
         contrary,  a  Subsidiary  shall  not be  required  to  comply  with the
         requirements of such subsection so long as (i) the total assets of such
         Subsidiary  are less than five and one-half  percent (5 1/2%) of either
         the revenues or assets (or both) of Borrower,  on a Consolidated basis,
         and (ii) the  aggregate  of the total  assets of all such  Subsidiaries
         with total asset values of less than five and one-half percent (5 1/2%)
         of  either  the  revenues  or  assets  (or  both)  of  Borrower,  on  a
         Consolidated  basis,  does not exceed the  aggregate  amount of fifteen
         percent  (15%) of either the  revenues or assets (or both) of Borrower,
         on a  Consolidated  basis;  provided,  that in the event that the total
         assets of any Subsidiary that has not complied with the requirements of
         subsection  (a) above are at any time equal to or greater than five and
         one-half percent (5 1/2%) of either the revenues or assets (or both) of
         Borrower, on a Consolidated basis, Borrower shall provide Agent and the
         Banks with prompt written notice of such asset value.

         8.  The  Credit  Agreement  is hereby amended to add a new Section 5.21
         thereto as follows:

                  SECTION 5.21.  CAPITAL  EXPENDITURES.  The Companies shall not
         invest in  Consolidated  Capital  Expenditures  more than an  aggregate
         amount equal to (a) Twenty-Seven  Million Five Hundred Thousand Dollars
         ($27,500,000), during the 2000 fiscal year of Borrower, (b) Forty-Seven
         Million Dollars ($47,000,000), during the 2001 fiscal year of Borrower,
         and (c) Fifty Million Dollars ($50,000,000) during the 2002 fiscal year
         of Borrower and during each fiscal year of Borrower thereafter.

         9.  The Credit Agreement is  hereby  amended to  add a new Section 5.22
         thereto as follows:

                  SECTION 5.22. STOCK  REPURCHASES.  No Company shall effect any
         Stock  Repurchase  unless (a) no Event of Default or Unmatured Event of
         Default shall then exist or immediately  thereafter begin to exist, and
         (b) at the time of such  Stock  Repurchase,  and  after  giving  effect
         thereto,  (i) the Leverage  Ratio is less than or equal to 3.25 to 1.00
         and (ii) the Interest  Coverage  Ratio is greater than or equal to 2.00
         to 1.00;  provided,  however,  that,  so long as no Event of Default or
         Unmatured  Event of Default shall then exist or immediately  thereafter
         begin  to  exist,  Borrower  shall  be  permitted  to  effect  a  Stock
         Repurchase  on or after the  Collateral  Signing  Date in an  aggregate
         amount, for all such Stock Repurchases,  not to exceed Two Million Five
         Hundred  Thousand  Dollars  ($2,500,000)  pursuant  to  the  terms  and
         conditions of the Share Purchase Agreement.

         10.    The Credit Agreement is hereby amended to add a new Section 5.23
         thereto as follows:



                                       12
<PAGE>

                  SECTION 5.23.  PROPERTY ACQUIRED OR HELD SUBSEQUENT TO CLOSING
         DATE.  Borrower  shall  provide Agent with prompt  written  notice with
         respect to any real property  acquired or held by a Company on or after
         the  Collateral  Signing Date with a fair market value in excess of One
         Hundred Thousand Dollars ($100,000).  At the request of Agent, Borrower
         shall  provide,  or cause such  Company to provide,  to the  Collateral
         Agent,  for the benefit of the Lenders,  (a) a Mortgage with respect to
         such real property, (b) such other information, documents or agreements
         as may be deemed necessary or advisable by Agent and the Majority Banks
         in connection with such Mortgage, and (c) such corporate governance and
         authorization  documents  and an  opinion  of  counsel as may be deemed
         reasonably  necessary or advisable by Agent and the Majority Banks. Any
         Security  Document  delivered  pursuant  to this  Section  prior to the
         occurrence  of a Collateral  Event shall be held in escrow  pursuant to
         Section 2.9 hereof until the occurrence of a Collateral Event.

         11.  The Credit Agreement is hereby amended to add a  new Section  5.24
         thereto as follows:

                  SECTION 5.24.   ADDITIONAL COVENANTS WITH RESPECT TO MORTGAGED
                  REAL PROPERTY.

                  (a) Upon the  request  of  Agent,  after the  occurrence  of a
         Collateral  Event,  Borrower shall provide to the Collateral Agent with
         respect to each Mortgaged Real Property,  or such thereof as Agent,  in
         its reasonable discretion, may require, at Borrower's cost and expense,
         a Loan Policy of title  insurance,  ALTA 1970 Form B (amended  10/17/70
         and 10/17/84) (unless such form is unavailable in any particular state,
         in which case  Borrower  shall provide such other form of a Loan Policy
         of title  insurance as may  reasonably  requested by Agent) issued by a
         title company satisfactory to Agent (collectively,  the "Loan Policies"
         and  individually,  a "Loan  Policy")  in an  amount  equal to the fair
         market value of such Mortgaged Real Property  insuring each Mortgage to
         be a valid first priority Lien on such  Mortgaged  Real Property,  free
         and clear of all defects and encumbrances except such matters of record
         as permitted  pursuant to this Agreement,  with such  endorsements  and
         affirmative  insurance  as Agent,  in its  reasonable  discretion,  may
         require.  If Agent shall  require  Borrower to deliver a Loan Policy of
         Title Insurance to the Collateral Agent for any or all of the Mortgaged
         Real  Property,   Agent  shall  notify  Borrower  in  writing  of  such
         requirement  and the specific  Mortgaged Real Property for which a Loan
         Policy of Title Insurance is being requested and Borrower shall, within
         sixty  (60) days after  receipt of such  written  notice,  deliver  the
         required  Loan Policy or Loan Policies to the  Collateral  Agent with a
         copy to Agent.

                           (b) If,  in the  opinion  of  Agent,  either  (i) any
         information  provided by Borrower  with respect to any  Mortgaged  Real
         Property  indicates  or  suggests  the  existence  of an  environmental
         condition or a potential environmental condition on such Mortgaged Real

                                       13
<PAGE>

         Property that requires further inquiry or study, or (ii) Borrower fails
         or  is  unable  to  provide  any  relevant  environmental   information
         regarding the  environmental  condition of any Mortgaged Real Property,
         Borrower  shall provide to Agent,  with respect to each  Mortgaged Real
         Property, or such thereof as Agent, in its reasonable  discretion,  may
         require,  at  Borrower's  cost and  expense,  environmental  reports or
         studies prepared by environmental engineering firms acceptable to Agent
         (the "Reports"), which Reports shall be in form acceptable to Agent, in
         its sole  discretion.  If Agent shall  require  Borrower to deliver the
         Reports,  Agent shall notify  Borrower in writing of such  requirement,
         the reason  therefore,  and the type of  environmental  report or study
         required,  and Borrower shall, within ninety (90) days after receipt of
         such notice, deliver the required Reports to Agent.

                  (c) Upon  the  request  of Agent  after  the  occurrence  of a
         Collateral  Event,  Borrower shall provide to the Collateral Agent with
         respect to each Mortgaged Real Property,  or such thereof as Agent,  in
         its reasonable discretion, may require, at Borrower's cost and expense,
         (i) a current  (certified  not more than  sixty  (60) days prior to the
         date of such  request)  "as-built"  survey of the such  Mortgaged  Real
         Property,   prepared  by  a  licensed  surveyor  acceptable  to  Agent,
         certified to Agent,  the Collateral Agent and the Lenders and the title
         company  pursuant to  certificate of survey  acceptable to Agent;  such
         survey shall be in form and substance  acceptable to Agent, in its sole
         discretion,  shall be made in  accordance  with the  "Minimum  Standard
         Detail  Requirements  for Land Title  Surveys"  adopted by the American
         Land  Title  Association  in 1992;  (ii) a copy of the  certificate  of
         occupancy  for  each  building  located  on each  such  Mortgaged  Real
         Property;  (iii) evidence  satisfactory to Agent of compliance with all
         building and zoning codes  applicable to the Mortgaged  Real  Property,
         (iv)  evidence of the  availability  and adequacy of utilities  for the
         buildings  located on the Mortgaged  Real  Property;  and (v) evidence,
         satisfactory  to Agent,  that no portion of any of the  Mortgaged  Real
         Property  is located in a Special  Flood  Hazard  Area or is  otherwise
         classified  as Class A or Class BX on the Flood Maps  maintained by the
         Federal Emergency Management Agency.

         12. The Credit Agreement is hereby amended to add a new Article 9A
         thereto,  immediately following Article 9 thereof, as follows:

                          ARTICLE 9A. COLLATERAL AGENCY
                          AND INTERCREDITOR PROVISIONS

                  SECTION 9A.1.   FILING OF SECURITY DOCUMENTS; INTERCREDITOR
         PROVISIONS; AUTHORIZATION OF AGENT AND THE COLLATERAL AGENT.

                  (a) Borrower,  Agent and the Banks acknowledge and agree that,
         upon the occurrence of a Collateral Event, the Security Documents shall
         become effective in accordance with the terms and conditions of Section
         2.9 hereof. Borrower, Agent and the Banks further acknowledge and agree
         that any  security  interest or Lien  granted to the  Collateral  Agent
         pursuant  to each of the  Security  Documents  shall,  in  addition  to
         securing  the  Debt,  also  secure,  on  a  pro  rata  basis,   certain

                                       14
<PAGE>

         obligations  owing to the  Noteholders  and the Line of Credit Lenders,
         subject  to the terms and  conditions  of this  Article  9A;  provided,
         however,  that neither the consent or agreement of the  Noteholders  or
         the Line of Credit  Lenders  to the  Intercreditor  Provisions  nor any
         other  event  or  condition  shall  be a  condition  precedent  to  the
         effectiveness, upon the occurrence of a Collateral Event, of any of the
         Security Documents.

                  (b) In the event that the Noteholders request Agent, on behalf
         of the  Banks,  and the  Collateral  Agent  to  enter  into a  separate
         intercreditor  agreement with respect to the Collateral,  then Borrower
         and each of the Banks hereby  authorizes Agent, on behalf of the Banks,
         and the  Collateral  Agent to  enter  into an  intercreditor  agreement
         (containing  terms and  conditions  substantially  similar to those set
         forth in Exhibit G to this Agreement and otherwise  consistent,  in the
         discretion of Agent, with this Article 9A) ("Intercreditor  Agreement")
         with the  Noteholders  and any or all of the Line of Credit  Lenders to
         facilitate the terms and conditions of this Article 9A. Agent is hereby
         authorized to sign any Intercreditor Agreement on behalf of the Banks.

                  SECTION 9A.2.  APPOINTMENT OF THE COLLATERAL  AGENT. Each Bank
         hereby  appoints  KeyBank  National  Association   (together  with  its
         successors and assigns) as the Collateral  Agent under this  Agreement,
         with such powers as are specifically  delegated to the Collateral Agent
         by the terms of this Agreement,  the  Intercreditor  Provisions and the
         Collateral Documents, together with such other powers as are reasonably
         incidental  thereto in order to carry out the intent of this  Agreement
         or any Collateral Document, in the opinion of the Collateral Agent, and
         KeyBank  National  Association  hereby accepts such  appointment as the
         Collateral  Agent under this  Agreement and the  Collateral  Documents.
         Neither  the  Collateral  Agent  nor  any of its  directors,  officers,
         attorneys or employees  shall be liable for any action taken or omitted
         to be taken by it or them  hereunder or in connection  herewith or with
         any Collateral  Document,  except for its or their own gross negligence
         or  willful   misconduct,   as  determined  by  a  court  of  competent
         jurisdiction.

                  SECTION  9A.3.  PRO  RATA  DISTRIBUTION  OF  COLLATERAL.   The
         Collateral Agent shall be the secured party,  beneficiary or mortgagee,
         as applicable,  under the Collateral Documents. The Collateral shall be
         held for the  benefit of the  Lenders  on a pari passu  basis and shall
         serve as security for all of the  Obligations.  Subject to the terms of
         this Agreement,  the Collateral Agent shall receive,  hold,  administer
         and enforce the Intercreditor  Provisions and the Collateral Documents,
         and  foreclose  upon,  collect,  dispose  of  all or  any  part  of the
         Collateral,  and deliver to the Lending Parties, the proceeds therefrom
         for  the  Pro  Rata  benefit  of  the  respective  Lending  Parties  in
         accordance  with the  terms of this  Article  9A and the  Intercreditor
         Provisions. Each Bank agrees that any security interest or Lien granted
         to any Bank with respect to the Collateral,  or any part thereof, on or
         after the Collateral  Signing Date,  shall be deemed to be held by such
         Bank for the  benefit  of the  Lenders  pursuant  to the  terms of this
         Article 9A and the Intercreditor Provisions.

                                       15
<PAGE>

                  SECTION 9A.4.  DELIVERY OF COLLATERAL TO THE COLLATERAL AGENT.
         If any Bank receives  possession of any portion of the  Collateral,  or
         any  proceeds  thereof,  such Bank shall  receive  and hold the same in
         trust for the Collateral Agent to be disposed of, or to be delivered to
         the Collateral Agent, in accordance with the terms of the Intercreditor
         Provisions.

                  SECTION  9A.5.  APPOINTMENT  OF POWER OF  ATTORNEY.  Each Bank
         irrevocably authorizes,  appoints, and empowers the Collateral Agent to
         act as such Bank's attorney-in-fact with respect to the Collateral,  or
         any part  thereof,  or under or with  respect to any of the  Collateral
         Documents,  as the Collateral Agent may deem necessary or advisable for
         the  enforcement  of this  Article  9A, or to  otherwise  carry out the
         intent of this  Article 9A or the  Intercreditor  Provisions;  and each
         Bank shall execute and deliver to the  Collateral  Agent such powers of
         attorney,  assignments,  or  other  instruments  as may  be  reasonably
         requested by the  Collateral  Agent to enable the  Collateral  Agent to
         enforce any and all of the  Collateral  Agent's  rights or duties under
         the Intercreditor Provisions and the Collateral Documents.

                  SECTION  9A.6.  ACTIONS  BY THE  COLLATERAL  AGENT.  Each Bank
         acknowledges  that (a) such Bank has  performed  and will  continue  to
         perform its own credit  analysis of Borrower and each other Company and
         its  own  investigations  of the  risks  involved  in the  transactions
         contemplated  in connection  with the  Obligations and in entering into
         the  provisions of this Article 9A and the  Collateral  Documents,  (b)
         such Bank has reviewed the form and substance of each of the Collateral
         Documents,  including any UCC financing  statements filed in connection
         with any of the Collateral Documents,  and (c) the Collateral Agent, by
         executing this Agreement, has not, nor at any time shall the Collateral
         Agent be deemed to have, made any  representation or warranty,  express
         or  implied,  with  respect  to the  (i) due  execution,  authenticity,
         legality, accuracy, completeness,  validity or enforceability of any of
         the Collateral  Documents or any of the Intercreditor  Provisions or as
         to the financial condition or creditworthiness of Borrower or any other
         Company,  or the  collectability of the Obligations,  or (ii) validity,
         perfection, priority, enforceability, value or sufficiency of, or title
         to any of the Collateral, or the filing, or recording, or taking of any
         other actions with respect to the  Collateral.  Although the Collateral
         Agent will  endeavor to  exercise  the same care in  administering  the
         Collateral as if the Collateral  Agent were acting for its own account,
         the  Collateral  Agent  shall be fully  protected  in relying  upon any
         document that appears to it to be genuine, and upon the advice of legal
         counsel,   independent   accountants  and  other  appropriate   experts
         (including  those retained by Borrower).  Neither the Collateral  Agent
         nor any of its affiliates,  directors, officers, attorneys or employees
         shall be liable  for any  action  taken or omitted to be taken by it or
         them hereunder or in connection  herewith,  except for its or their own
         gross  negligence  or willful  misconduct,  as determined by a court of
         competent jurisdiction.

                  SECTION 9A.7. INDEMNIFICATION BY BORROWER.  Borrower agrees to
         defend, indemnify and hold harmless Agent and the Collateral Agent (and
         their respective officers, directors, affiliates,  employees, attorneys

                                       16
<PAGE>

         and  agents)  from and against  any and all  liabilities,  obligations,
         losses, damages, penalties,  actions, judgments, suits, costs, expenses
         (including  attorneys'  fees) or  disbursements  of any kind or  nature
         whatsoever  that may be imposed on,  incurred  by or  asserted  against
         Agent or the  Collateral  Agent in connection  with any  investigative,
         administrative  or  judicial  proceeding  (whether  or not Agent or the
         Collateral  Agent  shall be  designated  a party  thereto) or any other
         claim by any  Person  relating  to or  arising  out of  Agent's  or the
         Collateral  Agent's  duties  under this  Article 9A, the  Intercreditor
         Provisions or under the  Collateral  Documents or any activities of any
         Company  or any  Obligor  or any of  their  affiliates;  provided  that
         neither  Agent  nor the  Collateral  Agent  shall  have the right to be
         indemnified  under this Section for its own gross negligence or willful
         misconduct,  as  determined by a court of competent  jurisdiction.  All
         obligations  provided  for in  this  Section  9A.7  shall  survive  any
         termination of this Agreement.

                  SECTION  9A.8.  INDEMNIFICATION  BY BANKS.  To the  extent not
         indemnified  or  reimbursed  by Borrower,  the Banks agree to indemnify
         Agent and the Collateral  Agent,  ratably according to their respective
         Commitment  Percentages,  from  and  against  any and all  liabilities,
         obligations,  losses, damages,  penalties,  actions,  judgments, suits,
         costs,  expenses or disbursements of any kind or nature whatsoever that
         may be  imposed  on,  incurred  by or  asserted  against  Agent  or the
         Collateral  Agent in its  capacity  as agent in any way  relating to or
         arising out of this  Article 9A, the  Intercreditor  Provisions  or any
         Collateral  Document  or any  action  taken or  omitted by Agent or the
         Collateral  Agent  with  respect to this  Article 9A or any  Collateral
         Document, provided that no Bank shall be liable for any portion of such
         liabilities,   obligations,   losses,  damages,   penalties,   actions,
         judgments,  suits,  costs,  expenses  (including  attorneys'  fees)  or
         disbursements  resulting from Agent's or the  Collateral  Agent's gross
         negligence,  willful misconduct,  as determined by a court of competent
         jurisdiction,  or from  any  action  taken or  omitted  by agent or the
         Collateral  Agent in any  capacity  other  than as agent or  collateral
         agent under this Article 9A, as the case may be.

                  SECTION 9A.9.  COSTS,  EXPENSES AND TAXES.  Borrower agrees to
         pay,  on  demand,  all  costs and  expenses  of the  Collateral  Agent,
         including,  but not limited to (a)  administration,  out-of-pocket  and
         extraordinary  expenses of the Collateral  Agent in connection with the
         administration of the Collateral and the Collateral Documents,  (b) any
         expenses  of the  Collateral  Agent  incurred  in  connection  with the
         preparation of any of the Collateral Documents, (d) the reasonable fees
         and out-of-pocket expenses of special counsel and local counsel, or any
         other special  consultant or advisor,  retained by the Collateral Agent
         with respect to the Collateral Documents, and (e) any and all stamp and
         other taxes and fees payable or  determined to be payable in connection
         with the execution and delivery of the  Collateral  Documents,  and the
         other   instruments   and  documents  to  be  delivered  in  connection
         therewith.

                                       17
<PAGE>

         13. The Credit  Agreement is hereby amended to (a) add a new Schedule 3
(Mortgaged Real Property) thereto,  in the form of Schedule 3 to this Amendment,
(b) add a new Schedule 4 (Line of Credit  Obligations)  thereto,  in the form of
Schedule 4 to this Amendment, and (c) add a new Exhibit G (Collateral Agency and
Intercreditor Provisions) thereto, in the form of Exhibit G to this Amendment.

         14. Concurrently with the execution of this Amendment (or, with respect
to any items set forth below,  at such later date as specified  below or at such
other reasonable time as is agreed to by Agent), Borrower shall:

         (a) cause  each  Guarantor  of Payment  to  consent and  agree  to  and
acknowledge the terms of this Amendment;

         (b) pay all legal fees and expenses of  Agent  in  connection with this
Amendment;

         (c) pay an  amendment  fee to Agent,  for the pro rata  benefit of each
Executing  Bank, as hereinafter  defined,  in an amount equal to (i) twenty (20)
basis points, times (ii) the Total Commitment Amount, times (iii) the Commitment
Percentage of such Executing  Bank; as used herein  "Executing  Bank" shall mean
each Bank that shall have approved,  prior to 12:01 P.M. (Cleveland,  Ohio time)
on June 22, 2000, the  transactions set forth in this Amendment by executing and
returning to Agent the Commitment Letter distributed by Agent;

         (d) on or before  July 14,  2000,  cause each  Guarantor  of Payment to
execute  and  deliver to Agent,  for the  benefit of the  Banks,  a  replacement
Guaranty  of  Payment,  in form and  substance  satisfactory  to  Agent  and the
Majority Banks,  which Guaranty of Payment shall be dated as of the Closing Date
(or the date when such Company  became a Guarantor of Payment) and shall replace
the Guaranty of Payment originally executed by each such Guarantor of Payment;

         (e) on or before July 14,  2000,  execute and  deliver,  and cause each
Guarantor  of Payment to execute and deliver to the  Collateral  Agent,  for the
benefit  of the  Lenders,  a Security  Agreement  and such  other  documents  or
instruments,  as may be  required by Agent to create or perfect the Liens of the
Collateral Agent, for the benefit of the Lenders,  in the assets of Borrower and
each Guarantor of Payment, all to be in form and substance satisfactory to Agent
and the Majority Banks;

         (f) on or before July 14,  2000,  execute and  deliver,  and cause each
Guarantor of Payment to execute and deliver,  to the Collateral  Agent,  for the
benefit of the Lenders, a Collateral Assignment and Security Agreement,  in form
and substance satisfactory to Agent and the Majority Banks;

         (g) on or before July 14,  2000,  execute and  deliver,  and cause each
Guarantor of Payment to execute and deliver,  to the Collateral  Agent,  for the
benefit of the Lenders, a Pledge Agreement,  in form and substance  satisfactory
to Agent and the  Majority  Banks,  together  with the  delivery  of the Pledged
Securities referenced therein and appropriate stock powers;


                                       18
<PAGE>

         (h) on or before July 14,  2000,  execute and  deliver,  and cause each
Guarantor of Payment to execute and deliver,  as appropriate,  to the Collateral
Agent,  for the  benefit  of the  Lenders,  a  Mortgage,  in form and  substance
satisfactory  to Agent and the  Majority  Banks,  with respect to each parcel of
Mortgaged Real Property;

         (i) on or before July 14, 2000,  with respect to the property  owned or
leased by Borrower and each other Company,  (i) provide to the Collateral  Agent
U.C.C.   financing   statements,   registration  or  other  similar   statements
satisfactory to Agent; (ii) provide to Agent and the Banks the results of U.C.C.
and other lien searches  satisfactory  to Agent;  (iii) provide to Agent and the
Banks the  results of federal  and state tax lien and  judicial  lien  searches,
satisfactory  to  Agent;  and  (iv)  provide  to  Agent  and  the  Banks  U.C.C.
termination  statements  or,  if  applicable,   other  termination   statements,
reflecting  termination of all financing and registration  statements previously
filed by any other party having a security  interest in any part of any property
of any Company and not permitted under the Credit Agreement;

         (j) on or  before  July 14,  2000,  provide  to Agent  and the Banks an
officer's certificate  certifying the names of the officers of Borrower and each
Guarantor  of  Payment  authorized  to sign  this  Amendment  and  the  Security
Documents to which  Borrower or such  Guarantor of Payment is a party,  together
with  the  true  signatures  of  such  officers  and  certified  copies  of  the
resolutions  of the board of directors of Borrower or such Guarantor of Payment,
evidencing  approval of the  execution  and delivery of this  Amendment  and the
Security Documents to which Borrower or such Guarantor of Payment is a party;

         (k) on or before July 21, 2000,  provide to Agent, the Collateral Agent
and the Banks such  opinions  of counsel  for  Borrower  and each  Guarantor  of
Payment, in form and substance  reasonably  satisfactory to Agent and the Banks,
as Agent and the Banks may deem necessary or appropriate;

         (l) on or before July 14,  2000,  provide to Agent and the Banks a good
standing  certificate (or foreign equivalent) for Borrower and each Guarantor of
Payment, issued on or about the date of this Amendment by the Secretary of State
(or foreign  equivalent)  in the state or  jurisdiction  where  Borrower or such
Guarantor  of  Payment  is  incorporated  or  organized  and in  each  state  or
jurisdiction in which such Borrower or such Guarantor of Payment is qualified as
a foreign entity;

         (m) on or before July 21, 2000,  provide to Agent and the Banks updated
Schedules,  including,  but not limited to, an updated  Schedule 6.1 which shall
include (i) the location of the chief  executive  office and the principal place
of  business  of each  Company,  (ii) each  state or other  location  where each
Company has places of  business or  maintains  inventory,  equipment  or records
concerning such Company's accounts, and (iii) each state or other location where
each Company owns any real property; and

         (n)  provide  such  other  items and shall  have  satisfied  such other
conditions as may be reasonably required by Agent or the Banks.

                                       19
<PAGE>

         15. Borrower hereby represents and warrants to Agent and the Banks that
(a)  Borrower  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 Borrower with respect to the provisions
hereof;  (c) the execution and delivery  hereof by Borrower and the  performance
and observance by Borrower of the  provisions  hereof do not violate or conflict
with the organizational agreements of Borrower or any law applicable to Borrower
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
Borrower; (d) no Unmatured Event of Default or Event of Default exists under the
Credit  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) neither Borrower nor any Subsidiary has any claim or offset against,
or defense or counterclaim to, any of Borrower's or any Subsidiary's obligations
or liabilities  under the Credit Agreement or any Related Writing;  and (f) this
Amendment  constitutes  a valid and  binding  obligation  of  Borrower  in every
respect, enforceable in accordance with its terms.

         16. Each  reference  that is made in the Credit  Agreement or any other
writing to the Credit  Agreement  shall hereafter be construed as a reference to
the Credit Agreement as amended hereby. Except as herein otherwise  specifically
provided,  all provisions of the Credit Agreement shall remain in full force and
effect and be unaffected hereby.

         17. Borrower and each Subsidiary,  by signing below,  hereby waives and
releases Agent and each of the Banks and their respective  directors,  officers,
employees,  attorneys,  affiliates  and  subsidiaries  from any and all  claims,
offsets,  defenses and  counterclaims  of which  Borrower and any  Subsidiary is
aware,  such waiver and release being with full knowledge and  understanding  of
the  circumstances  and effect thereof and after having  consulted legal counsel
with respect thereto.

         18. 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.

         19. 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]

                                       20
<PAGE>

         20. JURY TRIAL WAIVER.  BORROWER,  EACH GUARANTOR OF PAYMENT, AGENT AND
EACH OF THE BANKS HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING
ANY DISPUTE,  WHETHER SOUNDING IN CONTRACT,  TORT OR OTHERWISE,  AMONG BORROWER,
THE GUARANTORS OF PAYMENT, AGENT AND THE BANKS, OR ANY THEREOF,  ARISING OUT OF,
IN CONNECTION WITH,  RELATED TO, OR INCIDENTAL TO THE  RELATIONSHIP  ESTABLISHED
AMONG THEM IN CONNECTION  WITH THIS  AGREEMENT OR ANY NOTE OR OTHER  INSTRUMENT,
DOCUMENT  OR  AGREEMENT  EXECUTED OR  DELIVERED  IN  CONNECTION  HEREWITH OR THE
TRANSACTIONS RELATED THERETO.

                               AMCAST INDUSTRIAL CORPORATION

                               By:/s/ John H. Shuey
                               -------------------------------------
                                        John H. Shuey, President and
                                        Chief Executive Officer

                               KEYBANK NATIONAL ASSOCIATION,
                                        as Agent and as a Bank

                               By:/s/ Francis W. Lutz, Jr.
                               -------------------------------------
                               Title: Francis W. Lutz, Jr. Portfolio Officer
                               -------------------------------------

                               KEYBANK NATIONAL ASSOCIATION,
                                        as Collateral Agent

                               By:
                               -------------------------------------
                               Title:
                               -------------------------------------

                               BANCA COMMERCIALE ITALIANA

                               By:
                               -------------------------------------
                               Title:
                               -------------------------------------

                               and
                               -------------------------------------
                               Title:
                               -------------------------------------

                               THE BANK OF NEW YORK

                               By:/s/ Edward Dougherty
                               -------------------------------------
                               Title: Edward Dougherty, Vice President
                               -------------------------------------

                                       S-1
<PAGE>

                               BANK ONE, NA

                               By:
                               -------------------------------------
                               Title:
                               -------------------------------------

                               CREDIT AGRICOLE INDOSUEZ
                                  (successor in interest to Caisse Nationale
                                   de Credit Agricole)

                               By:
                               -------------------------------------
                               Title:
                               -------------------------------------

                               and
                               -------------------------------------
                               Title:
                               -------------------------------------

                               COMERICA BANK

                               By:/s/ Nicholas Mester
                               -------------------------------------
                               Title:Nicholas Mester, Assistant Vice President
                               -------------------------------------

                               CREDITO ITALIANO SPA

                               By:
                               -------------------------------------
                               Title:
                               -------------------------------------

                               and
                               -------------------------------------
                               Title:
                               -------------------------------------

                               SANPAOLO IMI, SPA

                               By:
                               -------------------------------------
                               Title:
                               -------------------------------------

                               and
                               -------------------------------------
                               Title:
                               -------------------------------------

                               NATIONAL CITY BANK OF DAYTON

                               By:/s/ Neal J. Hinkel
                               -------------------------------------
                               Title:Neal J. Hinkel, Vice President
                               -------------------------------------

                                       S-2
<PAGE>


                               BANK ONE, MICHIGAN (successor by merger
                                  to NBD Bank)

                               By:
                               -------------------------------------
                               Title:
                               -------------------------------------

                               THE SANWA BANK, LIMITED,
                                  CHICAGO BRANCH

                               By:
                               -------------------------------------
                               Title:
                               -------------------------------------

                               FIRSTAR BANK, NATIONAL
                                  ASSOCIATION (fka STAR BANK, N.A.)

                               By:/s/ Derek S. Roudebush
                               -------------------------------------
                               Title:Derek S. Roudebush, Vice President
                               -------------------------------------

                                       S-3
<PAGE>


                            GUARANTOR ACKNOWLEDGMENT

         Each of the  undersigned  consents and agrees to and  acknowledges  the
terms of the foregoing Amendment. Each of the undersigned specifically agrees to
the waivers set forth in such  Amendment,  including but not limited to the jury
waiver.  Each of the undersigned  further agrees that the obligations of each of
the  undersigned  pursuant to the  Guaranty  of Payment  executed by each of the
undersigned shall remain in full force and effect and be unaffected hereby.

                               ELKHART PRODUCTS CORPORATION
                               AMCAST AUTOMOTIVE OF INDIANA,
                                  INC. (fka Wheeltek, Inc.)
                               AS INTERNATIONAL, INC.

                               By:/s/ Douglas D. Watts
                               -------------------------------------
                                        Douglas D. Watts, Vice President
                                        of each of the Companies listed
                                        above

                               AMCAST INVESTMENT SERVICES
                                        CORPORATION

                               By:/s/ John H. Shuey
                               -------------------------------------
                                        John H. Shuey, President




                                       S-4
<PAGE>


                                   Schedule 4

                             Line of Credit Lenders

Lender                                      Maximum Amount of Facility
---------------------------------           ---------------------------

KeyBank National Association                         $10,000,000

Firstar Bank, National Association                    $5,000,000

National City Bank of Dayton                          $7,000,000




                                       E-10
<PAGE>