Exhibit  4.12  -  Second  Amendment   Agreement  dated  August  6,2001,  to  the
Last-In-First-Out Credit Agreement


                           SECOND AMENDMENT AGREEMENT

         This Second Amendment Agreement (this "Amendment") is made as of August
6,  2001,  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
Last-In-First-Out  Credit  Agreement dated as of June 5, 2001, as amended and as
the  same  may from  time to time be  further  amended,  restated  or  otherwise
modified,  which provides, among other things, for loans aggregating Thirty-Five
Million Dollars  ($35,000,000),  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.   Amendment to Definitions.  Article I of the Credit Agreement is hereby
          amended to delete the definitions of "Level
          I Availability",  "Level II Availability" and "Level III Availability"
          therefrom and to insert in place thereof, respectively, the following:

                  "Level I  Availability"  shall have the meaning  given to such
term in Section 2.2(a) hereof.

                  "Level II  Availability"  shall have the meaning given to such
term in Section 2.2(b) hereof.

                  "Level III Availability"  shall have the meaning given to such
term in Section 2.2(c) hereof.

     2.   Amendment to Mandatory Payment. Section 2.9 of the Credit Agreement is
          hereby amended to add the  following
          new paragraph thereto:

                  On the last day of FQE November 30, 2001,  Borrower shall make
         a  mandatory  prepayment  of the Loans in the  amount  of Five  Million
         Dollars  ($5,000,000).  On the last day of FQE May 31,  2002,  Borrower
         shall  make a  mandatory  prepayment  of the Loans in the amount of Six
         Million Five Hundred Thousand Dollars ($6,500,000).  On the last day of
         FQE August 31, 2002, Borrower shall make a mandatory  prepayment of the
         Loans 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 then  outstanding,  or if the amount of Loans
         then  outstanding  shall  be less  than  the  amount  of the  mandatory
         prepayment  due on such date,  then such  payment,  or the 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 outstanding,  then (a) the maximum amount of the Revolving Credit
         Commitment   available   pursuant  to  Section  2.2  hereof   shall  be
         permanently  reduced  by an  amount  equal  to the  lesser  of (i)  the
         aggregate  principal  amount of the Loans  outstanding 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
         in an amount equal to the lesser of (i) the aggregate  principal amount
         of the  Loans  outstanding  on such  date,  or (ii) the  amount  of the
         mandatory prepayment due under this paragraph on such date.


<PAGE>

     3.   Amendment to Financial  Reporting.  Article IV of the Credit Agreement
          is hereby amended to delete Section
          4.3 therefrom and to insert in place thereof the following:

     Section   4.3.   Borrowing   Base   Certificate;   Financial   Information.

                  (a) Commencing June 19, 2001, and on each Tuesday of each week
         thereafter  Borrower shall deliver by 11:00 A.M. (or such later time as
         shall be agreed to by Agent) to Agent and the Banks,  a Borrowing  Base
         Certificate  certified by a Financial Officer, each such Borrowing Base
         Certificate  to be  effective  as of  the  close  of  business  of  the
         immediately preceding Friday.

                  (b) On the fourth  Tuesday  following  the end of each  fiscal
         month of Borrower, Borrower shall deliver to Agent and the Banks copies
         of all  accounts  receivable  aged  trial  balances,  accounts  payable
         agings,  inventory reports and other financial information necessary to
         support the amounts and  calculations  presented in the Borrowing  Base
         Certificate  delivered as of the most recent fiscal month end, together
         with  reconciliations  of the total amounts shown on each such accounts
         receivable, accounts payable and inventory detail report to those shown
         in each corresponding general ledger account of Borrower.

                  (c) Within  twenty-five (25) days after the end of each month,
         Borrower  shall  furnish  to Agent  and the  Banks  balance  sheets  of
         Borrower as of the end of such period and  statements of income (loss),
         all prepared on a Consolidated and  consolidating  basis, in accordance
         with  Borrower's  normal  internal   financial   reporting   practices,
         consistently applied, and certified by a Financial Officer of Borrower.

                  (d) Within  forty-five  (45) days after the end of each of the
         first three (3)  quarterly  periods of each  fiscal  year of  Borrower,
         Borrower  shall  furnish  to Agent  and the  Banks  balance  sheets  of
         Borrower as of the end of such period and  statements of income (loss),
         stockholders'  equity and cash flow for the  quarter and fiscal year to
         date periods,  all prepared on a Consolidated and consolidating  basis,
         in accordance  with GAAP, and in form and detail  satisfactory to Agent
         and the Banks and certified by a Financial Officer of Borrower.


<PAGE>

                  (e) Within  ninety (90) days after the end of each fiscal year
         of Borrower,  Borrower  shall  furnish to Agent and the Banks an annual
         audit report of Borrower for that year prepared on a  Consolidated  and
         consolidating  basis,  in accordance  with GAAP, and in form and detail
         satisfactory to Agent and certified by an independent public accountant
         satisfactory  to Agent,  which report shall include  balance sheets and
         statements  of income  (loss),  stockholders'  equity and cash-flow for
         that period,  together with a  certificate  by the  accountant  setting
         forth the Defaults and Events of Default coming to its attention during
         the course of its audit or, if none, a statement to that effect.

                  (f) Concurrently with the delivery of the financial statements
         in subparts (d) and (e) above,  Borrower shall deliver to Agent and the
         Banks a breakdown of the  financial  information  provided  pursuant to
         subpart (e) above to separately reflect information with respect to (i)
         U.S.  operations  and  (ii)  foreign  operations,  in form  and  detail
         satisfactory to Agent and certified by a Financial Officer of Borrower.

                  (g) Concurrently with the delivery of the financial statements
         in (d) and (e) above,  Borrower  shall furnish to Agent and the Banks a
         compliance certificate in the form of Exhibit C hereto.

                  (h) With the delivery of the  quarterly  and annual  financial
         statements  in (d) and (e) above,  Borrower  shall furnish to Agent and
         the Banks 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.

                  (i) As soon as available,  Borrower shall furnish to Agent and
         the Banks 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.

                  (j)  Within  fourteen  (14) days of Agent's  written  request,
         Borrower  shall furnish to each Bank such other  information  about the
         financial condition,  properties and operations of any Company as Agent
         may from time to time reasonably  request,  which  information shall be
         submitted  in form and  detail  reasonably  satisfactory  to Agent  and
         certified  by a  Financial  Officer  of the  Company  or  Companies  in
         question.

     4.   Amendment to Financial  Covenants.  Article IV of the Credit Agreement
          is hereby amended to delete Section
          4.7 therefrom and to insert in place thereof the following:

                  Section 4.7.      Financial Covenants.



<PAGE>

     (a)  Definitions.  As used in this Section 4.7, 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  Companies,  on a
         Consolidated  basis  and in  accordance  with  GAAP,  the  ratio of (a)
         Consolidated Total Liabilities, to (b) Consolidated Tangible Net Worth.

                  "Consolidated   Capital  Expenditures"  shall  mean,  for  any
         period,  the  amount  of  capital  expenditures  of the  Companies,  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
         amortization  charges  for fixed  assets,  leasehold  improvements  and
         general intangibles  (specifically including goodwill) of the Companies
         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


<PAGE>

                         (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

                                    (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




<PAGE>

                                            (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  Casting  Technology   Company,   an  Indiana  general
         partnership  (together with its successors and assigns,  "CTC"),  or on
         behalf of CTC pursuant to the CTC Documents; minus

                  (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  Companies,  the
         words  "Deferred Items  Classified as Liabilities"  shall mean Deferred
         Items that are classified as  liabilities  of the Companies,  the words
         "Other  Non-Current  Items  Classified  as  Assets"  shall  mean  Other
         Non-Current  Items that are classified as assets of the Companies,  and
         the words "Other  Non-Current  Items  Classified as Liabilities"  shall
         mean Other  Non-Current Items that are classified as liabilities of the
         Companies.

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

                  "Consolidated  Interest  Expense"  shall mean, for any period,
         the interest expense of the Companies 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 Companies 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 Companies,  minus (b)  Consolidated
         Total Liabilities.


<PAGE>

                  "Consolidated Total Liabilities" shall mean the total of items
         of  Indebtedness  or liabilities  of the Companies  that, in accordance
         with GAAP,  would be included in determining  total  liabilities on the
         liability  side of the balance sheet of the Companies 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  Companies,  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 Foreign Subsidiaries,
         but including cash payments made during such fiscal quarter to Borrower
         or  any  Domestic  Subsidiary  by  any  such  Foreign  Subsidiaries  of
         Indebtedness owing to Borrower or such Domestic Subsidiary.

                  "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  Companies  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  Borrower's  fiscal  quarter ending
August 31.

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

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

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

                           "Intangible  Assets"  shall mean with  respect to the
         Companies,  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  Companies,  the financial  statements  delivered by the
         Companies  with  respect to such  fiscal  quarter  pursuant  to Section
         4.3(c) hereof.

                  (b) Adjusted Net Worth Ratio.  The Companies  shall not suffer
         or permit at any time the  Adjusted Net Worth Ratio to be less 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 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.


<PAGE>

                  (c) Cumulative  Free Cash Flow. The Companies 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 Companies  shall
         not suffer or permit at any time  Cumulative  Domestic  Free Cash Flow,
         for the most recently completed fiscal quarter of the Companies,  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 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.

     5.   Amendment to Investments and Loans Covenant.  Article IV of the Credit
          Agreement is hereby  amended to delete  Section 4.11  therefrom and to
          insert in place thereof the following:

                  Section 4.11. Investments and Loans. No Company shall, without
         the prior  written  consent  of Agent  and the  Required  Banks  (which
         consent shall not  unreasonably  be withheld),  (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) be or become a  Guarantor  of any kind,
         except  guarantees only for  Indebtedness of the Companies  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 6.1 to the Existing Credit  Agreement;
         (iii) loans to a Company from a Company so long as each such Company is
         Borrower or a Guarantor of Payment and is not a CTC Company or loans by
         a Foreign  Subsidiary  to Borrower or a Guarantor of Payment,  (iv) the
         outstanding loans and guaranties listed on Schedule 4.11 hereto, by the
         Companies 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 a Company in the ordinary  course of business to
         the  employees  of such  Company in an amount  not to  exceed,  for all
         Companies,   the  aggregate  of  Two  Hundred  Fifty  Thousand  Dollars
         ($250,000) at any one time.


<PAGE>

     6.   Amendment to Add a New Exhibit. The Credit Agreement is hereby amended
          to  add  a new  Exhibit  C
          (Compliance  Certificate)  thereto  in the form of  Exhibit C attached
          hereto.

     7.   Amendment  to Add a New  Schedule.  The  Credit  Agreement  is  hereby
          amended  to  add  a  new   Schedule
          4.11  (Guaranties)  thereto  in the form of  Schedule  4.11
          attached hereto.

         8. Extension of Maturity Under KeyBank Note and Firstar Note. Reference
is made to the (a)  Demand  Master  Promissory  Note,  dated  February  1, 1994,
executed by Borrower in favor of KeyBank National  Association,  in the original
principal amount of Ten Million Dollars ($10,000,000), as the same may from time
to time be amended,  restated or otherwise  modified or replaced  (the  "KeyBank
Note"),  and (b) Firstar Bank, N.A.  Revolving  Loan-Grid Note, dated August 22,
2000,  executed by  Borrower in favor of Firstar  Bank,  N.A.,  in the  original
principal amount of Ten Million Dollars ($10,000,000), as the same may from time
to time be amended,  restated or otherwise  modified or replaced  (the  "Firstar
Note"). Pursuant to Section 4.20 of the Credit Agreement, Borrower has requested
that Agent and the Required  Banks  consent to the  extension of the maturity of
the Firstar Note from August 15, 2001 to September  15, 2002,  and  extension of
the maturity of the last advance made under the KeyBank Note from March 14, 2001
to September 15, 2002 (collectively,  the "Maturity Extensions").  Agent and the
Required Banks, by signing below and provided that Borrower shall not (except in
accordance with Section 2.9 of the Credit Agreement) prepay the principal amount
owing under the KeyBank  Note or the Firstar Note at any time prior to September
15, 2002, consent to the Maturity Extensions.

     9.   Level II Availability.  Borrower and the Banks hereby acknowledge that
          the Level II Availability Date occurred on July
          8, 2001.

         10.  Representations  and Warranties.  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
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.


<PAGE>

         11. Credit  Agreement  Unaffected.  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. Waiver.  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.


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

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

                  [Remainder of page intentionally left blank.]



<PAGE>


         15. JURY TRIAL WAIVER.  BORROWER,  AGENT,  THE BANKS AND EACH GUARANTOR
HEREBY  WAIVE ANY RIGHT TO HAVE A JURY  PARTICIPATE  IN  RESOLVING  ANY DISPUTE,
WHETHER  SOUNDING IN CONTRACT,  TORT OR OTHERWISE,  AMONG BORROWER,  AGENT,  THE
BANKS,  EACH  GUARANTOR,  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.

                                          AMCAST INDUSTRIAL CORPORATION

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


                                          KEYBANK NATIONAL ASSOCIATION,
                                             as Agent and as a Bank

                                          By:     /s/ Dale A. Clayton
                                          Name:       Dale A. Clayton
                                          Title:      Vice President


                                          BANK ONE INDIANA, N.A.

                                          By:     /s/ Michael A Reeves
                                          Name:       Michael A. Reeves
                                          Title:      Vice President


                                          THE BANK OF NEW YORK

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



<PAGE>






                                          FISTAR BANK, N.A.

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


                                          CREDIT AGRICOLE INDOSUEZ

                                          By:     /s/ Larry Materi
                                          Name:       Larry Materi
                                          Title:      Vice President

                                          and     /s/ Paul A. Dytrych
                                          Name:       Paul A. Dytrych
                                          Title:      V.P./ Sr.Relationship Mgr.


                                          COMERICA BANK

                                          By:     /s/ Nicholas G. Mester
                                          Name:       Nicholas G. Mester
                                          Title:      Vice President



                                          NATIONAL CITY BANK

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





<PAGE>



                                    EXHIBIT C

                             COMPLIANCE CERTIFICATE

                                          For Fiscal Quarter ended

THE UNDERSIGNED HEREBY CERTIFY THAT:

     (1)  We are the duly  elected  President  and Chief  Financial  Officer  of
          AMCAST INDUSTRIAL CORPORATION, an Ohio corporation ("Borrower");

         (2) We are familiar  with the terms of that  certain  Last-In-First-Out
Credit Agreement dated as of June 5, 2001, among the undersigned,  the Banks, as
defined in the Credit Agreement, and KeyBank National Association,  as Agent (as
amended  and as the same may from time to time be further  amended,  restated or
otherwise modified, the "Credit Agreement", the terms defined therein being used
herein as therein  defined),  and the terms of the other Loan Documents,  and we
have  made,  or have  caused  to be made  under  our  supervision,  a review  in
reasonable  detail  of the  transactions  and  condition  of  Borrower  and  its
Subsidiaries  during the  accounting  period  covered by the attached  financial
statements;

         (3) The review  described in paragraph (2) above did not disclose,  and
we  have  no  knowledge  of,  the  existence  of any  condition  or  event  that
constitutes  or  constituted  a Default or Event of  Default,  at the end of the
accounting period covered by the attached financial statements or as of the date
of this Certificate;

     (4)  The  representations and warranties made by Borrower contained in each
          Loan  Document  are true and  correct as though  made on and as of the
          date hereof; and

         (5) Set forth on Attachment I hereto are  calculations of the financial
covenants set forth in Section 4.7 of the Credit Agreement,  which  calculations
show compliance with the terms thereof.

         IN WITNESS  WHEREOF,  we have  signed this  certificate  the ___ day of
_________, 20___.

                                AMCAST INDUSTRIAL CORPORATION


                                By:
                                Name:
                                Title:


                                And:
                                Name:
                                Title:


<PAGE>


                                  SCHEDULE 4.11

                                  (Guaranties)

                               [AMCAST TO PROVIDE]




<PAGE>


                     GUARANTOR ACKNOWLEDGMENT AND AGREEMENT

         Each of the  undersigned  consents and agrees to and  acknowledges  the
terms of the foregoing  Second  Amendment  Agreement dated as of August 6, 2001.
Each of the undersigned  specifically  acknowledges  the terms of and consent to
the waivers 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 hereby.

         Each of the undersigned,  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 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.

         JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY
WAIVE ANY RIGHT TO HAVE A JURY  PARTICIPATE  IN RESOLVING  ANY DISPUTE,  WHETHER
SOUNDING IN CONTRACT, TORT OR OTHERWISE,  AMONG BORROWER, AGENT, THE BANKS, EACH
GUARANTOR,  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, THE BANKS AND GUARANTORS, OR ANY THEREOF.

ELKHART PRODUCTS CORPORATION                AMCAST INVESTMENT SERVICES
AMCAST AUTOMOTIVE OF INDIANA,                 CORPORATION
   INC. (fka Wheeltek, Inc.)
AS INTERNATIONAL, INC.                      By:   /s/ Francis J. Drew
                                            Name:     Francis J. Drew
IZUMI, INC.                                 Title:    Vice President
AMCAST CASTING TECHNOLOGIES, INC.
AMCAST INDUSTRIAL FINANCIAL SERVICES, INC.  CASTING TECHNOLOGY COMPANY

By:   /s/ Francis J. Drew
Name:     Francis J. Drew                    By: Amcast Casting
                                                             Technologies, Inc.,
Title:    Vice President                         a General Partner

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