Exhibit 4.17.2

                                 EXECUTION COPY
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                          AMCAST INDUSTRIAL CORPORATION




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                                 THIRD AMENDMENT
                           Dated as of August 6, 2001


                                       to


                                 NOTE AGREEMENTS
                          Dated as of November 1, 1995

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                       Re: $50,000,000 10.09% Senior Notes
                              Due November 7, 2003










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<PAGE>



                       THIRD AMENDMENT TO NOTE AGREEMENTS

         THIS  THIRD   AMENDMENT  dated  as  of  August  6,  2001  (this  "Third
Amendment")  to the Note  Agreements  each dated as of November 1, 1995 is among
AMCAST INDUSTRIAL  CORPORATION,  an Ohio corporation (the "Company"),  PRINCIPAL
LIFE  INSURANCE  COMPANY  and THE  NORTHWESTERN  MUTUAL LIFE  INSURANCE  COMPANY
(collectively, the "Noteholders").

                                R E C I T A L S:

         A. The Company and each of the  Noteholders  have entered into separate
and several Note Agreements each dated as of November 1, 1995 (collectively,  as
amended by the First Amendment thereto dated as of December 31, 1997, and by the
Second Amendment thereto dated as of June 5, 2001, the "Note  Agreements").  The
Company  issued the  $50,000,000  10.09%  Senior Notes Due November 7, 2003 (the
"Notes") pursuant to the Note Agreements.

         B. The Company and each of the  Noteholders  now desires to amend the
Note Agreements and the Notes in the respects, but only in the respects,
hereinafter set forth.

         C. Capitalized  terms used herein shall have the respective  meanings
assigned  thereto in the Note Agreements unless herein defined or the context
shall otherwise require.

         D. All  requirements of law have been fully complied with and all other
acts and  things  necessary  to make this  Third  Amendment  a valid,  legal and
binding instrument according to its terms for the purposes herein expressed have
been done or performed.

         NOW,  THEREFORE,  upon  the  full  and  complete  satisfaction  of  the
conditions  precedent to the  effectiveness of this Third Amendment set forth in
Section 3.1 hereof, and in consideration of good and valuable  consideration the
receipt and  sufficiency  of which is hereby  acknowledged,  the Company and the
Noteholders do hereby agree as follows:

Section 1.        AMENDMENTS.

Section 1.1. Section 2.1 of the Note Agreements shall be amended by deleting the
last sentence of the first paragraph of such section and inserting the following
after such first paragraph:

                  On the last day of its  fiscal  quarter  ending  November  30,
         2001,  the Company shall make a mandatory  prepayment of the Loans,  as
         defined in the LIFO Credit  Agreement,  under the LIFO Credit Agreement
         in the amount of Five Million Dollars ($5,000,000).  On the last day of
         its  fiscal  quarter  ending May 31,  2002,  the  Company  shall make a
         mandatory  prepayment  of the Loans under the LIFO Credit  Agreement in
         the amount of Six Million Five Hundred Thousand  Dollars  ($6,500,000).
         On the last day of its  fiscal  quarter  ending  August 31,  2002,  the
         Company  shall make a mandatory  prepayment of the Loans under the LIFO
         Credit  Agreement in the amount of Five Million  Dollars  ($5,000,000).
         If, at any time that any  prepayment  required  to be made  under  this
         paragraph is made,  there are no Loans under the LIFO Credit  Agreement
         then  outstanding,  or if the  amount of Loans  under  the LIFO  Credit
         Agreement  then  outstanding  shall  be less  than  the  amount  of the
         mandatory  prepayment  due on such  date,  then  such  payment,  or the

<PAGE>

         remainder  of such  payment,  as the case may be,  shall be paid to the
         Collateral  Agent,  for the  benefit of the  Lenders (as defined in the
         Intercreditor  Agreement,  as defined in the Subordination  Agreement).
         Such  payment  shall be  distributed  to the  Lenders on a Pro Rata (as
         defined in the Intercreditor  Agreement) basis,  provided that, for the
         purposes of allocation of such payment, Pro Rata shall be determined on
         the date that such payment was made.  In  addition,  on the date of any
         prepayment  required to be made  pursuant to this  paragraph,  if there
         shall  be  any  Loans  (as  defined  in  the  LIFO  Credit   Agreement)
         outstanding  under  the LIFO  Credit  Agreement,  then (a) the  maximum
         amount of the  Revolving  Credit  Commitment  (as  defined  in the LIFO
         Credit Agreement)  available pursuant to Section 2.2 of the LIFO Credit
         Agreement shall be permanently reduced by an amount equal to the lesser
         of (i) the aggregate  principal  amount of the Loans (as defined in the
         LIFO Credit  Agreement)  outstanding under the LIFO Credit Agreement on
         such date,  or (ii) the amount of the  mandatory  prepayment  due under
         this  paragraph on such date, and (b) a reserve shall be established in
         the Borrowing Base (as defined in the LIFO Credit  Agreement) under the
         LIFO  Credit  Agreement  in an  amount  equal to the  lesser of (i) the
         aggregate  principal amount of the Loans (as defined in the LIFO Credit
         Agreement) outstanding under the LIFO Credit Agreement on such date, or
         (ii) the amount of the mandatory prepayment due under this paragraph on
         such date.

                  No premium  shall be payable in  connection  with any required
         prepayment of the Notes made pursuant to this ss.2.1.

Section 1.2. Section 5.7 of the Note Agreements shall be amended and restated to
read in its entirety as follows:

         Section 5.7.      Financial Covenants.

                  (a)      Definitions.  As  used  in  this  Section  5.7,  the
         following  terms  shall  have  the following meanings:

                  "Adjusted  Net Worth Ratio" shall mean,  as of the last day of
         the most  recently  completed  fiscal  quarter of the  Company  and its
         Subsidiaries,  on a consolidated basis and in accordance with GAAP, the
         ratio  of (a)  Consolidated  Total  Liabilities,  to  (b)  Consolidated
         Tangible Net Worth.

                  "Consolidated  Adjusted EBITDA" shall mean, for any period, on
         a  consolidated  basis and in accordance  with GAAP,  Consolidated  Net
         Earnings  for  such  period  plus the  aggregate  amounts  deducted  in
         determining   such   Consolidated   Net  Earnings  in  respect  of  (a)
         Consolidated Income Tax Expense, (b) Consolidated  Interest Expense and
         (c) Consolidated Depreciation and Amortization Charges.

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

                  "Consolidated  Depreciation  and  Amortization  Charges" shall
         mean,  for  any  period,   the  aggregate  of  all   depreciation   and

                                      -2-
<PAGE>

         amortization  charges  for fixed  assets,  leasehold  improvements  and
         general  intangibles  (specifically  including goodwill) of the Company
         and its Subsidiaries  for such period,  as determined on a consolidated
         basis and in accordance with GAAP.

                  "Consolidated  EBITDA"  shall  mean,  for  any  period,  on  a
         consolidated  basis  and in  accordance  with  GAAP,  Consolidated  Net
         Earnings  for  such  period  plus the  aggregate  amounts  deducted  in
         determining   such   Consolidated   Net  Earnings  in  respect  of  (a)
         Consolidated Income Tax Expense, (b) Consolidated Interest Expense, (c)
         Consolidated  Depreciation  and  Amortization  Charges,  (d) provisions
         charged to income for future  outlays,  less  amounts  expended in cash
         with respect to such  provisions or similar  provisions  charged during
         the current period or previous periods and (e) losses, net of gains, on
         sales of PPE.

                  "Consolidated Free Cash Flow" shall mean, for any period, on a
         Consolidated basis and in accordance with GAAP, an amount equal to:

                  (a)      the sum of:

                           (i)      Consolidated EBITDA for such period;

                           (ii)     an amount equal to the sum of:

                                    (A)     the  Accounts  Receivable  on the
                           first day of such  period  minus the Accounts
                           Receivable on the last day of such period,

                                    (B)     the  Inventory on the first day of
                           such period  minus the  Inventory on the last day of
                           such period,

                                    (C)     the  Prepaids  on the first day of
                           such  period  minus the  Prepaids on the last day of
                           such period,

                                    (D)     the  Accounts  Payable  on  the
                           last  day of  such  period  minus  the Accounts
                           Payable on the first day of such period, and

                                    (E)     the  Accrued  Liabilities  on the
                           last  day of such  period  minus  the Accrued
                           Liabilities on the first day of such period; and

                           (iii)    an amount equal to:

                                    (A)     the sum of:

                                            (1) the amount, if any, by which the
                                    Deferred  Items  Classified as Assets on the
                                    last day of such  period  are less  than the
                                    Deferred  Items  Classified as Assets on the
                                    first day of such period, and

                                            (2) the amount, if any, by which the
                                    Deferred Items  Classified as Liabilities on
                                    the first day of such  period  are less than
                                    the Deferred Items Classified as Liabilities
                                    on the last day of such period; minus


                                       -3-

<PAGE>

                                    (B)     the sum of:

                                            (1) the amount, if any, by which the
                                    Deferred  Items  Classified as Assets on the
                                    last day of such period  exceed the Deferred
                                    Items  Classified as Assets on the first day
                                    of such period, and

                                            (2) the amount, if any, by which the
                                    Deferred Items  Classified as Liabilities on
                                    the  first  day of such  period  exceed  the
                                    Deferred Items  Classified as Liabilities on
                                    the last day of such period; plus

                                    (C)     the sum of:

                                            (1) the amount, if any, by which the
                                    Other Non-Current Items Classified as Assets
                                    on the last day of such period are less than
                                    the Other  Non-Current  Items  Classified as
                                    Assets on the first day of such period, and

                                            (2) the amount, if any, by which the
                                    Other   Non-Current   Items   Classified  as
                                    Liabilities  on the first day of such period
                                    are less  than the Other  Non-Current  Items
                                    Classified as Liabilities on the last day of
                                    such period; minus

                                    (D)     the sum of:

                                            (1) the amount, if any, by which the
                                    Other Non-Current Items Classified as Assets
                                    on the last day of such  period  exceed  the
                                    Other Non-Current Items Classified as Assets
                                    on the first day of such period, and

                                            (2) the amount, if any, by which the
                                    Other   Non-Current   Items   Classified  as
                                    Liabilities  on the first day of such period
                                    exceed the Other  Non-Current  Classified as
                                    Liabilities  on the last day of such period;
                                    minus

                                    (E)     Consolidated  Capital  Expenditures
                           for  such  period  (less  net cash proceeds of the
                           sale of PPE); minus

                  (b) the  aggregate  amount of principal  payments  made during
         such period by or on behalf of CTC  pursuant to the CTC  Documents  (as
         defined in the CTC Forbearance Agreement); minus


                                      -4-

<PAGE>

                  (c) for FQE  August  31,  2001,  the  amount  of Five  Million
         Dollars  ($5,000,000)  (which  amount  reflects  Non-cash  Charges,  as
         described in the Quarterly Financial Statements for such period).

         As  used  in  this   definition,   the  words  "Accounts   Receivable",
         "Inventory",  "Prepaids",  "Accounts Payable",  "Accrued  Liabilities",
         "Deferred Items" "Non-cash Charges" and "Other Non-Current Items" shall
         refer  to  those  amounts,  respectively,  that  are  reported  in  the
         Quarterly  Financial  Statements  for  such  period.  As  used  in this
         definition,  the words "Deferred Items Classified as Assets" shall mean
         Deferred  Items that are  classified  as assets of the  Company and its
         Subsidiaries,  the words  "Deferred  Items  Classified as  Liabilities"
         shall mean Deferred  Items that are  classified as  liabilities  of the
         Company  and its  Subsidiaries,  the  words  "Other  Non-Current  Items
         Classified  as  Assets"  shall mean  Other  Non-Current  Items that are
         classified as assets of the Company and its Subsidiaries, and the words
         "Other  Non-Current  Items Classified as Liabilities"  shall mean Other
         Non-Current Items that are classified as liabilities of the Company and
         its Subsidiaries.

                  "Consolidated  Income Tax Expense" shall mean, for any period,
         all provisions for taxes based on the net income of the Company and its
         Subsidiaries  (including,  without  limitation,  any  additions to such
         taxes,  and any penalties and interest  with respect  thereto),  all as
         determined for the Company and its Subsidiaries on a consolidated basis
         and in accordance with GAAP.

                  "Consolidated  Interest  Expense"  shall mean, for any period,
         the  interest  expense of the  Company  and its  Subsidiaries  for such
         period,  as determined on a consolidated  basis and in accordance  with
         GAAP.

                  "Consolidated  Net Earnings"  shall mean, for any period,  the
         net income (loss) of the Company and its  Subsidiaries for such period,
         as determined on a consolidated basis and in accordance with GAAP.

                  "Consolidated Tangible Net Worth" shall mean, at any date, (a)
         the net  book  value  (after  deducting  all  applicable  reserves  and
         excluding any  re-appraisal or write-up of assets) of the assets (other
         than the Intangible Assets) of the Company and its Subsidiaries,  minus
         (b) Consolidated Total Liabilities.

                  "Consolidated Total Liabilities" shall mean the total of items
         of  Indebtedness  or  liabilities  of the Company and its  Subsidiaries
         that, in accordance with GAAP,  would be included in determining  total
         liabilities  on the liability  side of the balance sheet of the Company
         and its Subsidiaries as of the date of determination,  as determined on
         a consolidated basis.

                  "Cumulative  Domestic  Free Cash  Flow"  shall  mean,  for any
         fiscal  quarter of the Company and its  Subsidiaries,  Cumulative  Free
         Cash Flow for such fiscal quarter, excluding that portion of Cumulative
         Free Cash Flow for such fiscal  quarter that shall be  attributable  to
         Subsidiaries  not organized  under the laws of the United States or any
         state thereof (a "Foreign  Subsidiary"),  but  including  cash payments
         made during such fiscal quarter to the Company or any  Subsidiary  that
         is not a  Foreign  Subsidiary  (a  "Domestic  Subsidiary")  by any such
         Foreign  Subsidiaries  of  Indebtedness  owing to the  Company  or such
         Domestic Subsidiary.

                                      -5-

<PAGE>

                  "Cumulative  Free Cash Flow" shall mean (a) for FQE August 31,
         2001,  Consolidated Free Cash Flow for such fiscal quarter, and (b) for
         any completed  fiscal quarter of the Company after FQE August 31, 2001,
         the aggregate amount of Consolidated  Free Cash Flow for such completed
         fiscal quarter and all previous  completed fiscal quarters ending on or
         after FQE August 31, 2001.

                  "FQE August 31" shall mean the Company's fiscal quarter ending
August 31.

                  "FQE  February  28" shall mean the  Company's  fiscal  quarter
ending on or about February 28.

                  "FQE May 31" shall mean the Company's fiscal quarter ending on
or about May 31.

                  "FQE  November  30" shall mean the  Company's  fiscal  quarter
ending on or about November 30.

                  "Intangible  Assets"  shall mean,  with respect to the Company
         and its Subsidiaries,  collectively, all patents, trademarks,  goodwill
         or other  intangibles as determined in accordance  with GAAP including,
         but not limited to, (a) the "Speedline" name and technology  associated
         with the Speedline  entities,  and (b) the intangible assets associated
         with the New York Stock Exchange organization.

                  "PPE" shall mean  property,  plant and  equipment as listed in
the Quarterly Financial Statements.

                  "Quarterly  Financial  Statements"  shall  mean for any fiscal
         quarter of the  Company,  the  financial  statements  delivered  by the
         Company with respect to such fiscal quarter pursuant to Section 5.15(a)
         hereof.

                  (b) Adjusted Net Worth Ratio.  The Company shall not suffer or
         permit at any time the  Adjusted Net Worth Ratio to be greater than (i)
         5.90 to 1.00 on the last day of FQE August  31,  2001  through  the day
         prior to the last day of FQE November  30,  2001,  (ii) 6.40 to 1.00 on
         the last day of FQE November 30, 2001 through the day prior to the last
         day of FQE February 28, 2002, (iii) 7.00 to 1.00 on the last day of FQE
         February  28, 2002 through the day prior to the last day of FQE May 31,
         2002, (iv) 6.80 to 1.00 on the last day of FQE May 31, 2002 through the
         day prior to the last day of FQE August 31, 2002,  and (v) 6.50 to 1.00
         on the  last  day of FQE  August  31,  2002 and on the last day of each
         fiscal quarter ending thereafter. The Adjusted Net Worth Ratio shall be
         calculated only as of the last day of a fiscal quarter and shall not be
         recalculated until the last day of the next succeeding fiscal quarter.

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<PAGE>

                  (c) Cumulative Free Cash Flow. The Company shall not suffer or
         permit  at any  time  Cumulative  Free  Cash  Flow to be less  than (i)
         negative Seven Million One Hundred Fifty Thousand Dollars (-$7,150,000)
         on the last day of FQE August  31,  2001  through  the day prior to the
         last day of FQE  November  30,  2001,  (ii) Eight  Million  One Hundred
         Thousand Dollars  ($8,100,000) on the last day of FQE November 30, 2001
         through the day prior to the last day of FQE February  28, 2002,  (iii)
         Six Million One Hundred Thousand  Dollars  ($6,100,000) on the last day
         of FQE  February  28, 2002 through the day prior to the last day of FQE
         May 31,  2002,  (iv)  Twenty  Million  Nine  Hundred  Thousand  Dollars
         ($20,900,000) on the last day of FQE May 31, 2002 through the day prior
         to the last day of FQE August 31, 2002, and (v) Thirty-One  Million Two
         Hundred  Thousand  Dollars  ($31,200,000) on the last day of FQE August
         31, 2002 and thereafter.  Cumulative Free Cash Flow shall be calculated
         only  as of  the  last  day  of a  fiscal  quarter  and  shall  not  be
         recalculated until the last day of the next succeeding fiscal quarter.

                  (d) Cumulative  Domestic Free Cash Flow. The Company shall not
         suffer or permit at any time  Cumulative  Domestic Free Cash Flow,  for
         the most recently  completed fiscal quarter of the Company,  to be less
         than (i)  negative  Seventeen  Million Nine  Hundred  Thousand  Dollars
         (-$17,900,000)  on the last day of FQE August 31, 2001  through the day
         prior to the last day of FQE  November  30,  2001,  (ii)  negative  Ten
         Million Two Hundred Thousand Dollars  (-$10,200,000) on the last day of
         FQE  November  30,  2001  through  the day prior to the last day of FQE
         February 28, 2002,  (iii) negative Eight Million Eight Hundred Thousand
         Dollars  (-$8,800,000) on the last day of FQE February 28, 2002 through
         the day  prior to the last day of FQE May 31,  2002,  (iv) Two  Million
         Five Hundred Thousand  Dollars  ($2,500,000) on the last day of FQE May
         31, 2002  through the day prior to the last day of FQE August 31, 2002,
         and (v) Eleven Million Six Hundred  Thousand  Dollars  ($11,600,000) on
         the last day of FQE August 31,  2002 and on the last day of each fiscal
         quarter ending thereafter.  Cumulative Domestic Free Cash Flow shall be
         calculated only as of the last day of a fiscal quarter and shall not be
         recalculated until the last day of the next succeeding fiscal quarter.

                  (e) Consolidated Adjusted EBITDA. The Company shall not permit
         Consolidated  Adjusted EBITDA for any of the following  fiscal quarters
         of the Company to be less than the amount set forth below opposite such
         quarter:

                  Fiscal Quarter                Consolidated Adjusted EBITDA
         -------------------------------        -----------------------------

         FQE  November 30, 2001                         $  3,338,000

         FQE February 28, 2002                          $  6,024,000

         FQE May 31, 2002                               $10,757,000

         FQE August 31, 2002                            $13,697,000

         FQE November 30, 2002                          $13,186,000.
         and each fiscal quarter thereafter


                                      -7-

<PAGE>

                  (f) Financial Covenant Amendment. The Company shall enter into
         good  faith  negotiations  with the  holders  of  Notes  to  amend  the
         financial  covenants in the Agreements with respect to the period after
         August  31,  2002  until  such time as the  Notes  and all  obligations
         related thereto shall have been paid in full as the holders  reasonably
         may require.

Section 1.3.  Section 5.20 of the Note Agreements  shall be amended and restated
in its entirety to read as follows:

                  Section 5.20.  Investments  and Loans.  The Company shall not,
         and shall not permit  any  Subsidiary  to,  without  the prior  written
         consent  of the  Requisite  Holders,  (a)  create,  acquire or hold any
         Subsidiary,  (b) make or hold any  investment  in any stocks,  bonds or
         securities  of any kind,  (c) be or become a party to any joint venture
         or other partnership,  (d) make or keep outstanding any advance or loan
         to any  Person,  or (e) enter  into or  suffer  to exist any  Guaranty,
         except  guaranties  only  for  Indebtedness  of  the  Company  and  its
         Subsidiaries   incurred  or  permitted   pursuant  to  this  Agreement;
         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) the holding of Subsidiaries listed on Schedule II, (iii)
         loans among the Company and its  Subsidiaries  so long as each borrower
         and  lender  of such  loans is the  Company  or a  Subsidiary  that has
         executed a Subsidiary  Guaranty and is not a CTC Company, or loans by a
         Foreign  Subsidiary  (as defined in Section  5.7) to the Company or any
         Subsidiary   that  has  executed  a  Subsidiary   Guaranty,   (iv)  the
         outstanding  loans and guaranties listed on Schedule II, by the Company
         or the Subsidiary so listed, provided that the principal amount of each
         such loan or guaranty  shall not  hereafter be  increased,  (v) prepaid
         expenses  and  advances  made by a Company  in the  ordinary  course of
         business,  or (vi)  advances made by the Company or a Subsidiary in the
         ordinary  course of business  to the  employees  of such  Company in an
         amount not to exceed of Two Hundred Fifty Thousand  Dollars  ($250,000)
         in the aggregate at any one time.

Section  1.4.  Section 5 of the Note  Agreements  shall be amended by adding the
following new Section 5.24 thereto, which shall read as follows:

                  Section 5.28. Strategic  Alternative Review. Upon execution of
         the Third Amendment to the Agreements, the Company shall deliver to the
         holders of Notes a copy of the Strategic Alternative Review (as defined
         in the LIFO Credit  Agreement)  which was prepared and delivered by the
         Company to the LIFO Banks pursuant to the LIFO Credit Agreement.

Section  1.5.  The Company has  informed  the  Noteholders  that Izumi,  Inc., a
Delaware  corporation  ("Izumi"),  desires to merge (the "Merger") with and into
Amcast Casting Technologies,  Inc., an Indiana corporation ("ACTI").  Presently,
Casting Technology  Company,  an Indiana general  partnership  ("CTC"),  has two
general partners,  Izumi and ACTI. Pursuant to the Merger, CTC will be dissolved
and terminated in accordance with the general  partnership  laws of the State of
Indiana,  all of the assets and  liabilities  of CTC will be transferred to ACTI
(the  "Asset  Transfer")  and the  name  of ACTI  will  be  changed  to  Casting
Technology Company. Pursuant to Section 5.10 of the Note Agreements, the Company
has  requested  that the  Noteholders  consent to the  Merger and the  Transfer,
notwithstanding the prohibition  against the Merger and the Asset Transfer.  The
Noteholders,  by signing this Third Amendment,  hereby consent to the Merger and
the Asset Transfer.

                                      -8-



<PAGE>



Section 2.        REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

Section  2.1.  To induce the  Noteholders  to  execute  and  deliver  this Third
Amendment,  the  Company  represents  and  warrants  to the  Noteholders  (which
representations   shall  survive  the  execution  and  delivery  of  this  Third
Amendment) that:

(a)      this Third Amendment has been duly  authorized,  executed and delivered
         by the Company and this Third Amendment  constitutes  the legal,  valid
         and  binding   obligation,   contract  and  agreement  of  the  Company
         enforceable  against  it  in  accordance  with  its  terms,  except  as
         enforcement may be limited by bankruptcy,  insolvency,  reorganization,
         moratorium  or similar  laws or  equitable  principles  relating  to or
         limiting creditors' rights generally;

(b)      the Note Agreements, as amended by this Third Amendment, constitute the
         legal, valid and binding  obligations,  contracts and agreements of the
         Company  enforceable  against it in  accordance  with their  respective
         terms, except as enforcement may be limited by bankruptcy,  insolvency,
         reorganization,  moratorium  or similar  laws or  equitable  principles
         relating to or limiting creditors' rights generally;

(c)      the  execution,  delivery  and  performance  by the  Company  of this
         Third  Amendment  (i) have been duly authorized by all requisite
         corporate action and, if required,  shareholder  action,  (ii) do not
         require the consent or approval of any  governmental  or regulatory
         body or agency and (iii) will not (A) violate (1) any provision of law,
         statute,  rule or regulation or its certificate of incorporation or
         bylaws,  (2) any order of any court or any rule,  regulation  or order
         of any other agency or  government  binding upon it, or (3) any
         provision  of any  indenture,  agreement or other  instrument  to which
         the Company or any Subsidiary  is a party or by which its  properties
         or  assets  are or may be  bound,  or (B)  result in a breach or
         constitute  (alone or with due notice or lapse of time or both) a
         default  under any  indenture, agreement or other instrument referred
         to in clause (iii)(A)(3) of this Section 2.1(c);

(d)      as of the date  hereof and after  giving  effect to this Third
         Amendment,  no Default or Event of Default has occurred that is
         continuing;

(e)      all the representations and warranties  contained in Section 3.1 of the
         Note Agreements are true and correct in all material  respects with the
         same force and  effect as if made by the  Company on and as of the date
         hereof  (other than any  representation  and  warranty  that  expressly
         relates to a specified  earlier date, which was true and correct in all
         material respects as of such date); and

(f)      the  statements  and  information   furnished  to  the  Noteholders  in
         connection  with the  negotiation of this Third Amendment do not, taken
         as a whole, and other than financial projections or forecasts,  contain
         any  untrue  statements  of a  material  fact or omit a  material  fact
         necessary to make the material  statements  contained herein or therein
         not  misleading,   the  Noteholders   acknowledging   that  as  to  any
         projections  furnished to the Noteholders,  the Company only represents
         that  the  same  were  prepared  in  good  faith  and on the  basis  of
         information and estimates the Company believed to be reasonable.

                                      -9-


<PAGE>


Section 3.        CONDITIONS TO EFFECTIVENESS OF THIS THIRD AMENDMENT.

Section 3.1. This Third Amendment shall become effective on the date (the "Third
Amendment  Effective  Date")  when the  following  conditions  shall  have  been
satisfied:

(a)      executed  counterparts  of this Third  Amendment,  duly  executed by
         the Company and the holders of all of the Notes, shall have been
         delivered to the Noteholders;

(b)      the  Noteholders  shall have received a copy of the  resolutions of the
         Board of Directors of the Company  authorizing the execution,  delivery
         and  performance by the Company of this Third  Amendment,  certified by
         the Company's Secretary or an Assistant Secretary;

(c)      the  representations  and  warranties of the Company set forth in
         Section 2 hereof are true and correct on and with respect to the date
         hereof;

(d)      the Noteholders shall have received the favorable opinion of counsel to
         the Company as to the matters set forth in Sections 2.1(a),  2.1(b) and
         2.1(c)   hereof,   which   opinion  shall  be  in  form  and  substance
         satisfactory  to the Noteholders and as to such other matters as may be
         requested by the Noteholders; and

(e)      the   Noteholders   shall  have   received  a  Guarantor   Consent  and
         Acknowledgment, as set forth at the foot hereof, executed and delivered
         by all parties to the  Guaranties  of Payment of Debt in respect of the
         Notes.

Section 4.        PAYMENT OF NOTEHOLDERS' COUNSEL FEES AND EXPENSES.

Section 4.1.  The Company  agrees to pay upon demand,  the  reasonable  fees and
expenses of Mayer, Brown & Platt, counsel to the Noteholders, in connection with
the  negotiation,  preparation,  approval,  execution and delivery of this Third
Amendment.

Section 5.        MISCELLANEOUS.

Section 5.1. This Third  Amendment  shall be construed in connection with and as
part of each of the Note  Agreements,  and  except  as  modified  and  expressly
amended by this Third Amendment,  all terms,  conditions and covenants contained
in the Note Agreements and the Notes are hereby ratified and shall be and remain
in full force and effect.

Section 5.2. Any and all notices,  requests,  certificates and other instruments
executed and delivered  after the execution and delivery of this Third Amendment
may refer to the Note Agreements without making specific reference to this Third
Amendment  but  nevertheless  all  such  references  shall  include  this  Third
Amendment unless the context otherwise requires.

                                      -10-

<PAGE>


Section 5.3. The descriptive  headings of the various  Sections or parts of this
Third  Amendment  are for  convenience  only and shall not affect the meaning or
construction of any of the provisions hereof.

Section  5.4.  This  Third  Amendment  shall be  governed  by and  construed  in
accordance with the internal laws of the State of Ohio.

Section 5.5. The execution  hereof by you shall constitute a contract between us
for the uses and purposes hereinabove set forth, and this Third Amendment may be
executed in any number of counterparts,  each executed counterpart  constituting
an original, but all together only one agreement.

                      (Signature Pages Begin on Next Page)





                                      -11-

<PAGE>


         IN WITNESS  WHEREOF,  the Company and the Noteholders  have caused this
instrument to be executed as of August 6, 2001.

                             AMCAST INDUSTRIAL CORPORATION


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



                             PRINCIPAL LIFE INSURANCE COMPANY

                                 /s/ Christopher J. Henderson
                             By: /s/ Debra Svoboda EPP
                                ---------------------------
                                Name:  Christopher J. Henderson /
                                        Debra Svoboda EPP
                                Title: Counsel



                             THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY


                             By: /s/ David A. Barras
                                ----------------------------
                                Name:  David A. Barras
                                Title: Its Authorized Representative




<PAGE>



                     GUARANTOR ACKNOWLEDGMENT AND AGREEMENT

         Each of the  undersigned  consents and agrees to and  acknowledges  the
terms of the foregoing  Third  Amendment dated as of August 6, 2001. Each of the
undersigned  specifically   acknowledges  the  terms  of  and  consents  to  the
amendments set forth therein.  Each of the  undersigned  further agrees that the
obligations of each of the undersigned  pursuant to the Guaranties of Payment of
Debt executed by each of the  undersigned  shall remain in full force and effect
and be unaffected thereby.

         Each of the undersigned,  by signing below,  hereby waives and releases
each of the Noteholders and their  respective  directors,  officers,  employees,
attorneys,  affiliates  and  subsidiaries  from  any  and all  claims,  offsets,
defenses and counterclaims of which any of the undersigned 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.

         EACH  OF  THE  UNDERSIGNED  HEREBY  WAIVES  ANY  RIGHT  TO  HAVE A JURY
PARTICIPATE  IN RESOLVING  ANY DISPUTE,  WHETHER  SOUNDING IN CONTRACT,  TORT OR
OTHERWISE, AMONG THE COMPANY, THE NOTEHOLDERS,  THE UNDERSIGNED, 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 ANY NOTEHOLDER'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 THE
COMPANY, THE NOTEHOLDERS AND THE UNDERSIGNED, OR ANY THEREOF.



<PAGE>


                     ELKHART PRODUCTS CORPORATION
                     AMCAST AUTOMOTIVE OF INDIANA, INC. (fka Wheeltek, Inc.)
                     AS INTERNATIONAL, INC.
                     AMCAST INVESTMENT SERVICES CORPORATION
                     IZUMI, INC.
                     AMCAST CASTING TECHNOLOGIES, INC.
                     AMCAST INDUSTRIAL FINANCIAL SERVICES, INC.
                     AMCAST AUTOMOTIVE, INC.
                     LEE BRASS COMPANY
                     LBC GROUP CORP.

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

                     CASTING TECHNOLOGY COMPANY

                     By:  AMCAST CASTING TECHNOLOGIES, INC., a
                             General Partner

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