Exhibit - 4.14 - Subordination, Waiver and Consent Agreement Dated June 5,2001
-------------------------------------------------------------------------------

                   SUBORDINATION, WAIVER AND CONSENT AGREEMENT

         THIS SUBORDINATION,  WAIVER AND CONSENT AGREEMENT (as the same may from
time to time be amended,  restated or otherwise  modified,  this "Agreement") is
made as of June 5, 2001, and entered into by and among:

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

         (b)      the LIFO Agent, as hereinafter defined, and the LIFO Banks, as
                  hereinafter  defined  (the LIFO Agent and the LIFO Banks being
                  collectively referred to herein as the "Senior Lenders");

         (c)      the Line of Credit Lenders, as hereinafter defined;

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

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

         (f)      the Collateral Agent, as hereinafter defined.

                                    RECITALS

         WHEREAS,  the  Subordinated  Lenders have made certain  loans and other
extensions of credit to Borrower and its Subsidiaries,  as hereinafter  defined,
pursuant to the terms and  conditions of their  respective  Subordinated  Lender
Documents, as hereinafter defined;

         WHEREAS,  certain  defaults  or  events  of  default  exist  under  the
Subordinated Lender Documents,  as hereinafter defined, and, as a result of such
defaults or events of default,  the Subordinated  Lenders have the right,  among
other things,  to exercise any remedies  available to the  Subordinated  Lenders
under their respective Subordinated Lender Documents, including, but not limited
to the right to (a)  terminate any  commitment  or other  obligation to make any
further loans or other extensions of credit,  and (b) accelerate the maturity of
their respective Subordinated Lender Obligations, as hereinafter defined;

         WHEREAS,  notwithstanding  the  existence of such defaults or events of
default,  Borrower has requested that the  Subordinated  Lenders (a) temporarily
waive such defaults and events of default,  and (b) consent to Borrower entering
into the LIFO Credit  Agreement,  as hereinafter  defined,  to provide temporary
working  capital  while  Borrower and its  consultants  develop and  implement a
revised  plan and  financial  strategy to refinance  or  restructure  Borrower's
existing indebtedness;


<PAGE>

         WHEREAS,  in order to  provide  Borrower  with such  temporary  working
capital,  concurrently  herewith  Borrower  is  entering  into the  LIFO  Credit
Agreement,  as hereinafter  defined,  with the Senior Lenders  pursuant to which
Borrower  will  obtain  from the Senior  Lenders  the  financial  accommodations
described therein;

         WHEREAS,  in order to induce the Senior  Lenders to enter into the LIFO
Credit  Agreement  and  to  make  such  financial   accommodations  to  Borrower
thereunder,  the Subordinated Lenders desire to subordinate,  in accordance with
the provisions of this Agreement,  the Subordinated  Lender  Obligations and the
Subordinated  Lender  Liens,  as  hereinafter  defined,  to  the  Senior  Lender
Obligations, as hereinafter defined, and the Senior Lender Liens, as hereinafter
defined.

         NOW, THEREFORE, in consideration of the foregoing, the parties agree as
follows:


                             ARTICLE I. DEFINITIONS

     SECTION 1.1.  Definitions.  As used in this Agreement,  the following terms
          shall have the following meanings:

                  "Collateral Agent" shall mean KeyBank National Association, in
         its  capacity  as  Collateral  Agent  under  the  Subordinated   Lender
         Collateral Documents, together with its successors and assigns.

                  "Companies"  shall  mean,   collectively,   Borrower  and  all
Subsidiaries.

                  "Company" shall mean Borrower or a Subsidiary.

                 "Creditor" shall mean any Senior Lender or Subordinated Lender.

                  "Creditor  Documents"  shall  mean,  collectively,  the Senior
         Lender Documents and the Subordinated Lender Documents.

                  "Creditors" shall mean,  collectively,  the Senior Lenders and
the Subordinated Lenders.

                  "CTC  Forbearance  Agreement"  shall mean the  Forbearance and
         Waiver  Agreement among Borrower,  the LIFO Agent, on behalf of and for
         the  benefit  of the  LIFO  Banks,  and  Bank  One,  Indiana,  National
         Association on behalf of itself and as CTC Agent for the benefit of and
         on behalf of the CTC Banks,  dated as of the date  hereof,  as the same
         may from time to time be amended, restated or otherwise modified.

                  "Distributions" shall mean, collectively, all cash, securities
         and  other  properties  payable  or  otherwise  distributable  on or in
         respect  of the  Subordinated  Lender  Obligations  in any  Proceeding;
         provided,   however,   that  Distributions  shall  not  include  equity
         securities issued to a Subordinated  Lender after the commencement of a
         Proceeding,  so long as such securities are  subordinated to the Senior
         Lender Obligations and the Subordinated Lender Obligations.


<PAGE>

                  "Existing Bank Defaults"  shall have the meaning given to such
term in Section 2.2 hereof.

                  "Existing Credit  Agreement" shall mean the Credit  Agreement,
         dated as of August  14,  1997,  among  Borrower,  the  Existing  Credit
         Agreement Banks and the Existing Credit Agreement Agent, as amended and
         as the same may  from  time to time be  further  amended,  restated  or
         otherwise modified.

                  "Existing  Credit Agreement Agent" shall mean KeyBank National
         Association, as Agent for the Existing Credit Agreement Banks, together
         with its successors and assigns.

                  "Existing  Credit  Agreement  Banks"  shall  mean the  banking
         institutions  named in  Schedule 1 to the  Existing  Credit  Agreement,
         together with their respective successors and assigns.

                  "Existing  Credit  Agreement   Obligations"   shall  mean  all
         indebtedness  or other  obligations  incurred  by Borrower or any other
         Company to the Existing  Credit  Agreement Agent or the Existing Credit
         Agreement Banks pursuant to the Existing Credit Agreement,  whether for
         principal,  premium, interest, fees, costs or indemnities,  and whether
         now existing or hereafter arising.

                  "Existing  Defaults"  shall mean,  collectively,  the Existing
         Bank Defaults, Existing Line of Credit Defaults and Existing Noteholder
         Defaults.

                  "Existing  Line of Credit  Defaults"  shall  have the  meaning
         given to such term in Section 2.2 hereof.

                  "Existing Noteholder Defaults" shall have the meaning given to
such term in Section 2.2 hereof.

                  "Guarantor"  shall mean any Person that  pledges its credit or
         property in any manner for the payment or other  performance  of any of
         the Senior Lender Obligations or Subordinated Lender Obligations.

                  "Intercreditor Agreement" shall mean the Collateral Agency and
         Intercreditor  Agreement,  dated as of June 5,  2001,  by and among the
         Existing Credit Agreement  Agent,  the Noteholders,  the Line of Credit
         Lenders and the Collateral  Agent, as the same may from time to time be
         amended, restated or otherwise modified.

                  "Lien"  shall  mean  any  mortgage,  security  interest,  lien
         (statutory or other), charge,  encumbrance on, pledge or deposit of, or
         conditional  sale,  leasing,  sale with a right of  redemption or other
         title retention agreement and any capitalized lease with respect to any
         property (real or personal) or asset.




<PAGE>

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

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

                  "LIFO   Credit   Agreement   Banks"  shall  mean  the  banking
         institutions named in Schedule 1 to the LIFO Credit Agreement, together
         with their respective successors and assigns.

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

                  "Line  of  Credit  Lenders"  shall  mean  the  Line of  Credit
         Lenders, as defined in the Existing Credit Agreement.

                  "Line of Credit  Obligations"  shall mean all  indebtedness or
         other obligations incurred by Borrower or any other Company to the Line
         of Credit Lenders pursuant to the Line of Credit Documents, whether for
         principal,  interest,  fees,  costs or  indemnities,  and  whether  now
         existing or hereafter arising.

                  "Majority Noteholders" shall mean Noteholders holding at least
         fifty-one percent (51%) of the Noteholder Obligations.

                  "Monetary Default" shall have the meaning set forth in Section
4.7 hereof.

                  "Northwestern"   shall  mean  The  Northwestern   Mutual  Life
         Insurance Company, together with its successors and assigns.

                  "Northwestern  Note Agreement"  shall mean the Note Agreement,
         dated as of November 1, 1995,  pursuant to which Borrower has issued to
         Northwestern  certain  $25,000,000  7.09%  Senior Notes Due November 7,
         2005,  as  amended  and as the same may  from  time to time be  further
         amended, restated or otherwise modified.

                  "Note Agreements" shall mean, collectively, the Principal Note
         Agreement and the Northwestern Note Agreement.

                  "Noteholders"   shall  mean,   collectively,   Principal   and
Northwestern.

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


<PAGE>

                  "Permitted Enforcement Action" shall mean (a) any enforcement,
         collection or similar  proceeding with respect to Borrower or any other
         Company or the exercise of any remedy (including,  without  limitation,
         the institution of suit and the enforcement of any judgment) undertaken
         by a Subordinated Lender to enforce the Subordinated Lender Obligations
         owing  to  it,  other  than  any  enforcement,  collection  or  similar
         proceeding with respect to the Subordinated  Lender Collateral,  or (b)
         the  commencement by the Collateral  Agent,  acting at the direction of
         the Required Existing Banks or the Majority  Noteholders to enforce the
         Subordinated Lender Liens.

                  "Permitted   Payments"  shall  mean  (a)  regularly  scheduled
         payments of interest or  commitment  or other fees to the  Subordinated
         Lenders under the Subordinated Lender Documents, and (b) the payment by
         Borrower to the Subordinated Lenders of the fees and other compensation
         set forth in Article IV of this Agreement.

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

                  "PIK  Interest"  shall have the meaning  given to such term in
Section 5.2 hereof.

                  "Principal"  shall  mean  Principal  Life  Insurance  Company,
         together with its successors and assigns.

                  "Principal  Note  Agreement"  shall  mean the Note  Agreement,
         dated as of November 1, 1995,  pursuant to which Borrower has issued to
         Principal certain  $25,000,000 7.09% Senior Notes Due November 7, 2005,
         as amended  and as the same may from time to time be  further  amended,
         restated or otherwise modified.

                  "Proceeding"  shall mean (a) any assignment by Borrower or any
         other  Company  for the  benefit  of  creditors,  (b) any  filing  of a
         voluntary  petition by or involuntary  petition against Borrower or any
         other Company  pursuant to any chapter of the United States  Bankruptcy
         Code, (c) any  institution of a voluntary  proceeding by or involuntary
         proceeding  against  Borrower  or any  other  Company  under  any other
         federal,  state or international  law relating to insolvency  relief of
         debtors,  (d) any  appointment of a receiver,  trustee or liquidator of
         Borrower or any other  Company or of all or a  substantial  part of the
         assets of Borrower or such Company,  (e) any liquidation or dissolution
         of Borrower or any other  Company,  or (f) any marshaling of the assets
         and liabilities or Borrower or any other Company.

                  "Required  Existing  Banks" shall mean the Majority  Banks, as
         defined in the Existing Credit Agreement.

                  "Required  Lenders" shall mean, at the time of  determination,
         Lending  Parties  holding at least  sixty-six  and  two-thirds  percent
         (66-2/3%) of the sum of (a) the Loan and Reimbursement  Obligations (b)
         the  aggregate  principal  amount of the  Noteholder  Senior Notes then
         outstanding  under the Note Agreements and (c) the aggregate  principal
         amount of the Line of Credit Obligations (plus any Other Line of Credit
         Obligations)  then  outstanding (but  specifically  excluding the Hedge
         Agreement  Obligations).  The capitalized terms used in this definition
         shall  have  the  meaning  given  to such  terms  in the  Intercreditor
         Agreement.




<PAGE>

                  "Required  Senior  Lenders" shall mean the Required  Banks, as
         defined in the LIFO Credit Agreement.

                  "Senior Lender  Collateral"  shall mean any property,  whether
         tangible  or  intangible,  at  any  time  securing  the  Senior  Lender
         Obligations, or any part thereof.

                  "Senior Lender  Collateral  Documents" shall mean the Security
         Documents,  as defined in the LIFO Credit Agreement,  together with all
         other documents,  instruments or agreements executed in connection with
         any security interest or Lien granted, or otherwise obtained,  on or in
         connection with the Senior Lender Collateral, or any part thereof.

                  "Senior Lender Documents" shall mean,  collectively,  the LIFO
         Credit Agreement,  the Senior Lender Collateral Documents and the other
         Loan Documents, as defined in the LIFO Credit Agreement,  together with
         all other documents,  instruments or agreements  executed in connection
         with  any of the  foregoing,  as the  same  may  from  time  to time be
         amended, restated or otherwise modified.


<PAGE>

                  "Senior Lender Liens" shall mean the Liens granted to the LIFO
         Credit  Agreement  Agent,  for the benefit of the LIFO Credit Agreement
         Banks,  in the Senior Lender  Collateral  pursuant to the Senior Lender
         Collateral Documents.

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

                  "Subordinated  Lender  Collateral"  shall  mean any  property,
         whether  tangible or intangible,  at any time securing the Subordinated
         Lender Obligations, or any part thereof.

                  "Subordinated  Lender  Collateral  Documents"  shall  mean the
         Collateral  Documents,  as defined in the  Existing  Credit  Agreement,
         together with all other documents,  instruments or agreements  executed
         in connection with any security interest or Lien granted,  or otherwise
         obtained,  on or in connection with the Subordinated Lender Collateral,
         or any part thereof.

                  "Subordinated Lender Documents" shall mean, collectively,  the
         Existing  Credit  Agreement,  the Note  Agreements,  the Line of Credit
         Documents and the Subordinated  Lender Collateral  Documents,  together
         with  all  other  documents,  instruments  or  agreements  executed  in
         connection with any of the foregoing, as the same may from time to time
         be amended, restated or otherwise modified.

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

                  "Subordinated  Lender  Obligations" shall mean,  collectively,
         (a) the  Existing  Credit  Agreement  Obligations,  (b) the  Noteholder
         Obligations,   (c)  the  Line  of  Credit  Obligations,   and  (d)  all
         indebtedness  or other  obligations  owing  by  Borrower  or any  other
         Company to the Collateral Agent or any Subordinated  Lender pursuant to
         the Subordinated Lender Collateral Documents.

                  "Subsidiary" of Borrower or any of its Subsidiaries shall mean
         (a) a corporation  more than fifty percent (50%) of the Voting Power of
         which is owned,  directly or indirectly,  by Borrower or by one or more
         other  subsidiaries  of  Borrower  or  by  Borrower  and  one  or  more
         subsidiaries  of  Borrower,  (b) a  partnership  or  limited  liability
         company of which Borrower,  one or more other  subsidiaries of Borrower
         or  Borrower  and one or more  subsidiaries  of  Borrower,  directly or
         indirectly,  is a general partner or managing  member,  as the case may
         be, or otherwise has the power to direct the policies,  management  and
         affairs thereof,  or (c) any other Person (other than a corporation) in
         which Borrower,  one or more other subsidiaries of Borrower or Borrower
         and one or more subsidiaries of Borrower,  directly or indirectly,  has
         at least a majority interest in the Voting Power or the power to direct
         the policies, management and affairs thereof.

                  "Voting  Power" shall mean,  with  respect to any Person,  the
         exclusive  ability  to  control,  through  the  ownership  of shares of
         capital  stock,   partnership   interests,   membership   interests  or
         otherwise,  the  election of members of the board of directors or other
         similar governing body of such Person,  and the holding of a designated
         percentage of Voting Power of a Person means the ownership of shares of
         capital stock,  partnership  interests,  membership  interests or other
         interests of such Person sufficient to control exclusively the election
         of that  percentage of the members of the board of directors or similar
         governing body of such Person.

                  "Waiver  Period"  shall have the meaning given to such term in
Section 2.4 hereof.

                  "Warrants"  shall  have  the  meaning  given  to such  term in
Section 5.3 hereof.

                  "Warrant  Agreement" shall have the meaning given to such term
in Section 5.3 hereof.

     SECTION 1.2. Plural Terms. The foregoing definitions shall be applicable to
          the singular and plurals of the foregoing defined terms.


                               ARTICLE II. WAIVERS

         SECTION 2.1. Outstanding  Indebtedness.  Borrower,  on behalf of itself
and each of its  Subsidiaries,  acknowledges  and confirms that Exhibit A hereto
sets forth,  as of the date hereof and prior to giving effect to the LIFO Credit
Agreement,  the aggregate principal amount of all outstanding indebtedness owing
to  each  Creditor  and  that  such  amount  is  not  subject  to  any  defense,
counterclaim, recoupment or offset of any kind.

         SECTION 2.2. Existing Defaults. Borrower acknowledges that Borrower has
failed to comply with (a) the provisions of the Existing Credit Agreement as set
forth on Exhibit B hereto (the "Existing Bank Defaults"),  (b) the provisions of
the Note  Agreements as set forth on Exhibit C hereto (the "Existing  Noteholder
Defaults"),  and (c) the provisions of the Line of Credit Documents as set forth
on Exhibit D hereto (the "Existing Line of Credit Defaults").

         SECTION 2.3. Continuing Defaults.  With respect to each of the Existing
Defaults,  Borrower  acknowledges that (a) such Existing Defaults are continuing
and have not been waived by virtue of any  previous  actions (or failure to act)
by the Existing Credit Agreement Agent, the Existing Credit Agreement Banks, the
Noteholders  or the Line of Credit  Lenders,  as the case may be, or through any
course of  conduct or course of  dealing  or  otherwise,  (b) as a result of the
existence of such Existing Defaults, the Subordinated Lenders, pursuant to their
respective Subordinated Lender Documents, have the right to, among other things,
(A) terminate the  obligation of such  Subordinated  Lenders to make any further
loan or other  extension  of credit,  and (B)  accelerate  the maturity of their
respective  Subordinated Lender Obligations,  and (c) no Subordinated Lender has
any obligation to enter into this Agreement.

         SECTION 2.4. Waiver and Waiver Period. Each Subordinated Lender, by its
execution of this  Agreement and upon the  satisfaction  of the  conditions  set
forth in Article V hereof,  hereby waives the Existing Defaults that exist under
the Subordinated  Lender Documents to which such Subordinated  Lender is a party
for the period from March 4, 2001  through the earlier of (a) April 15, 2002 or,
if later, the last day of the Commitment  Period,  as defined in the LIFO Credit
Agreement  (but, in no event,  beyond the maturity  date of the Existing  Credit
Agreement,  which maturity date may not be extended,  without the consent of the
Majority  Noteholders and the Required Existing Banks,  beyond August 13, 2002),
or (b) the  date  that  the  commitment  under  the  LIFO  Credit  Agreement  is
terminated  (whether at maturity,  by  acceleration  or otherwise)  (the "Waiver
Period"), on the conditions that:

                  (a) after giving effect to the terms of this Agreement,  other
         than the Existing Defaults,  no other default or event of default shall
         exist under this  Agreement,  any  Subordinated  Lender Document or any
         Senior Lender Document;

                  (b)  during  the  Waiver  Period,   other  than  the  Existing
         Defaults,  no other  default or event of default shall occur under this
         Agreement,  any  Subordinated  Lender  Document  or any  Senior  Lender
         Document; and


<PAGE>

                 (c) concurrently with the execution of this Agreement, Borrower
         shall  have  entered  into  the LIFO  Credit  Agreement  and the  loans
         provided for therein shall be available to Borrower in accordance  with
         the terms of the LIFO Credit Agreement.

         SECTION  2.5. No Course of Dealing.  Borrower  and each  Guarantor,  by
signing the  attached  acknowledgement,  acknowledge  and agree  that,  (a) this
Agreement is not intended,  nor shall it,  establish any course of dealing among
Borrower and any Creditor  that is  inconsistent  with the express  terms of the
Creditor  Documents to which such Creditor is a party, (b)  notwithstanding  any
course of dealing  between  Borrower and any Creditor  prior to the date hereof,
except as set forth herein,  no Creditor  shall be obligated to make any loan or
other  extension  of credit,  (c) except  with  respect to the  limited  waivers
granted herein  specifically  relating to the Existing Defaults,  and subject to
the  subordinations  granted  hereunder,  the  Creditors  shall not be under any
obligation to forbear from exercising any of their respective rights or remedies
upon the  occurrence of any default or event of default under this  Agreement or
any of the Creditor Documents,  and (d)  notwithstanding  any past practice,  no
Creditor shall be obligated or expected to honor any  "overdrafts"  or items for
which funds of Borrower are not immediately available.

         SECTION 2.6. No Further Waiver. Borrower and each Guarantor, by signing
the attached acknowledgement, each acknowledge and agree that (a) this Agreement
shall  not  operate  as a waiver  of any  other  right,  power or  remedy of any
Creditor under any Creditor Document nor shall it constitute a continuing waiver
at any time, (b) no Creditor shall have any obligation to extend the term of the
Waiver Period,  (c) nothing herein shall be deemed to constitute a waiver of any
default or event of default other than the Existing  Defaults,  and,  subject to
the subordinations granted hereunder,  nothing herein shall in any way prejudice
the rights and remedies of any Creditor  under any of the Creditor  Documents or
applicable  law. In addition,  the  Creditors  shall have the right to waive any
condition  or  conditions  set forth in this  Agreement  or any  other  Creditor
Document,  in their sole  discretion,  and any such waiver shall not  prejudice,
waive or reduce any other right or remedy that such  Creditors  may have against
Borrower or any Guarantor.

         SECTION 2.7.  Survival.  All  representations,  warranties,  covenants,
agreements,  releases  and  waivers  made by or on  behalf  of  Borrower  or any
Guarantor  under this Agreement  shall survive and continue after the expiration
or termination of the Waiver Period.


                    ARTICLE III. CONSENT AND OTHER AGREEMENTS

         SECTION 3.1. Consent to Senior Lender  Obligations.  Each  Subordinated
Lender hereby consents to Borrower and each other Company entering into the LIFO
Credit  Agreement  and the other Senior Lender  Documents to which  Borrower and
such other Company is a party. Each  Subordinated  Lender hereby agrees that the
execution  and  delivery by Borrower  and each other  Company of the LIFO Credit
Agreement  and the other Senior Lender  Documents to which each is a party,  and
the consummation of the transactions  contemplated therein,  including,  but not
limited to, the incurrence by Borrower of the Senior Lender  Obligations and the
granting of the Liens pursuant to the Senior Lender Collateral Documents,  shall
not  constitute  a default or event of  default  under any  Subordinated  Lender
Document.


<PAGE>

         SECTION 3.2. No  Modification.  Each  Subordinated  Lender agrees that,
after  the  date  hereof,   no  Subordinated   Lender  Document  to  which  such
Subordinated  Lender  is a party  will be  amended,  restated,  supplemented  or
otherwise  modified in any material respect without the prior written consent of
the  Required  Lenders;  provided,  however,  that (a) the  Subordinated  Lender
Documents  may be amended  from time to time for the purpose of  conforming  the
affirmative  and negative  covenants  contained  therein to the  affirmative and
negative covenants contained in the LIFO Credit Agreement. Concurrently with any
such amendment,  such Subordinated Lender shall provide copies of such amendment
to each other Creditor; and (b) the Subordinated Lender Documents may be amended
to give effect to the provisions of Section 3.5 hereof.

         SECTION 3.3.  Modification to Line of Credit  Obligations.  Each of the
parties  hereto  consents  to the  replacement  of  Schedule  4 (Line of  Credit
Obligations) to the Existing  Credit  Agreement with Schedule 4 attached to this
Agreement and that the  indebtedness  listed on such Schedule 4 shall constitute
Line of Credit Obligations, as defined in the Existing Credit Agreement.

         SECTION  3.4.   Resignation  of  Existing   Credit   Agreement   Agent;
Appointment of New Credit Agreement  Agent. In the event of a bankruptcy  filing
by or against Borrower, unless otherwise agreed by the Existing Credit Agreement
Banks,  KeyBank National  Association  shall resign as Existing Credit Agreement
Agent with such  resignation  to be effective only upon selection of a successor
agent in accordance with Section 9.10 of the Existing Credit Agreement.

         SECTION 3.5.  Extension of Maturity Date. The Noteholders  hereby agree
that if the Existing Credit  Agreement Banks shall agree,  which agreement shall
be evidenced by the appropriate  amendment to the Existing Credit Agreement,  at
any time  (prior to August 14,  2002) to change  the last day of the  Commitment
Period,  as defined in the Existing  Credit  Agreement,  from August 14, 2002 to
September  14, 2003,  then, so long as no event of default shall exist under the
Existing Credit Agreement or the Note Agreements, immediately upon the execution
of such Amendment by Borrower and the Existing Credit  Agreement Banks, the Note
Agreements  shall be deemed to be amended,  without  any  further  action by the
Noteholders,  such that the principal payment  currently  required to be paid on
November  7,  2002  pursuant  to  Section  2.1 of each Note  Agreement  shall be
postponed until November 7, 2003.


                            ARTICLE IV. SUBORDINATION

     SECTION 4.1.  Subordination.  Except as  expressly  set forth  herein,  the
          Subordinated Lender Obligations shall at all times and
          in all respects be  subordinate  and junior in right of payment to any
          and all of the Senior Lender Obligations.

     SECTION 4.2.  Restrictions on Payments of Subordinated  Lender Obligations.
          Until the Senior Lender  Obligations  have been  indefeasibly  paid in
          full, no payments of principal, premium, interest, commitment or other
          fees  shall be made with  respect  to any of the  Subordinated  Lender
          Obligations  except as  permitted  pursuant to Section 4.3 hereof.  In
          addition, each Subordinated Lender agrees that:


<PAGE>

                  (a) such Subordinated  Lender shall not ask, demand,  sue for,
         accept or receive payment from Borrower or any other Company (except as
         permitted in Section 4.3 hereof and Section 4.7 hereof),  by set-off or
         in any other manner,  either in whole or in part,  of the  Subordinated
         Lender Obligations owing to such Subordinated  Lender, nor any security
         therefor  other  than as  permitted  pursuant  to Section  4.4  hereof,
         without  obtaining  the prior  written  consent of the Required  Senior
         Lenders;

                  (b)  in  the  event  of  (i)  any  distribution,  division  or
         application,   partial  or  complete,   voluntary  or  involuntary,  by
         operation of law or otherwise,  of all or any part of the assets of any
         Company,  or the  proceeds  thereof,  to  creditors  of such Company by
         reason of the  liquidation,  dissolution  or other  winding  up of such
         Company's  business,  or (ii) any Proceeding,  such Subordinated Lender
         agrees that any payment or  Distribution  of any kind or character that
         shall be paid or  delivered,  or payable or  deliverable,  upon or with
         respect  to  the  Subordinated   Lender   Obligations   owing  to  such
         Subordinated  Lender immediately shall be paid or delivered directly to
         the LIFO Credit  Agreement  Agent for  application on the Senior Lender
         Obligations,  whether  or not  due,  until  all of  the  Senior  Lender
         Obligations first shall have been fully paid and satisfied; and

                  (c) so long as any  portion of the Senior  Lender  Obligations
         remain  outstanding,  other than a  Permitted  Enforcement  Action such
         Subordinated Lender shall not enforce any judgment that it might obtain
         with  respect  to the  Subordinated  Lender  Obligations  owing to such
         Subordinated   Lender  (including,   without   limitation,   execution,
         attachment or  foreclosure  of judgment liens against any assets of any
         Company)  without  obtaining the prior written  consent of the Required
         Senior Lenders,  regardless of whether Borrower or any other Company is
         in default of any of its obligations to such Subordinated Lender.

     SECTION 4.3. Permitted Payments. Notwithstanding anything in this Agreement
          to the contrary:

                  (a) the  Subordinated  Lenders may receive from Borrower,  and
         Borrower may make Permitted Payments, so long as (i) Borrower shall not
         have  filed,  or be named a debtor in, a  bankruptcy  case,  which case
         shall be pending,  (ii) Borrower shall not have failed to pay or caused
         to be paid any payment (whether for principal,  premium,  interest,  or
         commitment  or other  fees and  specifically  including  any  mandatory
         prepayment  due  pursuant to Section 2.9 of the LIFO Credit  Agreement)
         under the LIFO  Credit  Agreement  as such  payment  becomes due (after
         giving  effect to any period of grace),  or (iii) the  Required  Senior
         Lenders  shall  not have  accelerated  the  amounts  due under the LIFO
         Credit  Agreement  after  the  occurrence  of an Event of  Default  (as
         defined in the LIFO Credit Agreement); and


<PAGE>

                  (b) the Existing Credit  Agreement  Agent, the Noteholders and
         the  Collateral  Agent shall at all times be  permitted to receive from
         Borrower reimbursement for out-of-pocket and other expenses incurred in
         accordance with the terms of the Subordinated Lender Documents.

         Anything herein to the contrary notwithstanding, this Section 4.3 shall
         not  prohibit  (a) the  reborrowing  by Borrower of any LIBOR Loan,  as
         defined in the Existing Credit  Agreement,  that is in Italian Lira, at
         the  end of  each  interest  period  applicable  thereto,  or  (b)  the
         extension of the expiry date or replacement of any Letter of Credit, as
         defined in the Existing  Credit  Agreement,  under the Existing  Credit
         Agreement, so long as the face amount thereof is not increased.

     SECTION    4.4.    Permitted    Security;     Subordination    of    Liens.

     (a)  The Senior Lenders hereby consent to the Subordinated Lender Liens.

                  (b)  The  Collateral  Agent,  on  behalf  of the  Subordinated
         Lenders,  hereby  subordinates  the  existing  and future  Subordinated
         Lender Liens in the Subordinated  Lender Collateral to the existing and
         any future Senior Lender Liens in the Senior Lender Collateral, whether
         or not any such Senior Lender Liens are  perfected.  Each  Subordinated
         Lender hereby consents to the subordination by the Collateral Agent, on
         behalf  of  the  Subordinated  Lenders,  of  the  existing  and  future
         Subordinated  Lender Liens in the Subordinated Lender Collateral to the
         existing  and any  future  Senior  Lender  Liens in the  Senior  Lender
         Collateral and authorizes the Collateral  Agent to take such actions as
         may be necessary or appropriate to give effect to such subordination.

                  (c) The Subordinated Lenders agree that, anything contained in
         any  of   the   Subordinated   Lender   Documents   to   the   contrary
         notwithstanding,  neither  the  Collateral  Agent nor any  Subordinated
         Lender shall hold, nor shall the Collateral  Agent or any  Subordinated
         Lender  obtain or  acquire,  without the prior  written  consent of the
         Required Senior Lenders, any Lien in any equipment,  assets, or real or
         other property of any Company, unless such Lien shall be subject to the
         terms and conditions of this Agreement.

                  (d) The Collateral  Agent and the  Subordinated  Lenders agree
         that, upon request of the LIFO Credit Agreement  Agent,  each financing
         statement,  mortgage or other  evidence  or notice of the  Subordinated
         Lender Liens shall  contain a statement,  in form  satisfactory  to the
         LIFO Credit  Agreement  Agent,  that such Lien is  subordinated  to the
         Senior  Lender  Liens  and that  certain  rights  and  remedies  of the
         Subordinated Lenders are subject to the terms of this Agreement.

                  (e) Except as  permitted  in Section 4.7  hereof,  and without
         limiting the provisions of Section 4.1 above,  the Collateral Agent and
         each  Subordinated  Lender  agrees that it will not  enforce  (and each
         Subordinated  Lender agrees that it shall not instruct or authorize the
         Collateral Agent to enforce) any of the  Subordinated  Lender Liens, or
         in any manner interfere with, any of the Senior Lender  Collateral,  or
         any other real or personal  property of any  Company,  unless and until
         the LIFO Credit Agreement Agent shall have advised Subordinated Lenders
         in writing that the Senior Lender  Obligations  have been  indefeasibly
         satisfied in full. The Collateral  Agent and each  Subordinated  Lender
         agrees that it will not (and each  Subordinated  Lender  agrees that it
         shall not instruct or authorize the Collateral Agent to) seek to notify
         account   debtors  or  other  obligors  of  the   Subordinated   Lender
         Obligations,  nor will the Collateral Agent collect any proceeds of the
         Subordinated  Lender  Collateral  or  otherwise  enforce  or apply  the
         Subordinated  Lender Liens in the proceeds of the  Subordinated  Lender
         Collateral, unless and until the LIFO Credit Agreement Agent shall have
         advised the  Subordinated  Lenders in  writing,  that all of the Senior
         Lender Obligations have been indefeasibly satisfied in full.


<PAGE>

                  (f) Pending receipt of the notice by the Subordinated  Lenders
         from the LIFO Credit  Agreement Agent referred to in subpart (e) above,
         the Collateral Agent and the Subordinated  Lenders (i) shall not assert
         any  claim  for  marshalling,  (ii) if  requested  by the  LIFO  Credit
         Agreement Agent,  shall consent to the disposition of the Senior Lender
         Collateral  by the LIFO  Credit  Agreement  Agent  provided  that  such
         disposition  is  made  in  a  commercially  reasonably  manner  and  on
         commercially  reasonable  terms or, if the LIFO Credit  Agreement Agent
         requests,  by any Company or any of such  Company's  affiliates  or any
         successor to any such Company,  including a trustee in bankruptcy, in a
         commercially  reasonable  manner and on commercially  reasonable terms,
         (iii)  shall,  at the request of the LIFO Credit  Agreement  Agent,  in
         connection with the disposition of any of the Senior Lender  Collateral
         in a  commercially  reasonable  manner and on  commercially  reasonable
         terms,  release  the  Subordinated  Lender  Liens upon the  disposition
         thereof;  provided  that  the  proceeds  of such  sale are  applied  in
         accordance with the Intercreditor Agreement and that such release shall
         not  impair any of the  Subordinated  Lender  Liens upon any  remaining
         proceeds  of such  disposition  after the full  payment  of the  Senior
         Lender  Obligations.  Subject to the terms  hereof,  nothing  contained
         herein  shall  be  deemed  to  prohibit  the  Collateral  Agent  or any
         Subordinated  Lender from  intervening or participating in any judicial
         proceeding to the extent necessary to preserve or protect the interests
         of the Collateral Agent in the Subordinated Lender Collateral.

                  (g)  The  provisions  of this  Agreement  shall  apply  to the
         proceeds of the Subordinated Lender Collateral and such proceeds of the
         Subordinated Lender Collateral shall include insurance proceeds arising
         from the theft, destruction, casualty or other loss (including business
         interruption)  of or to the  Subordinated  Lender  Collateral,  and the
         priority of the Senior Lender Liens  provided for herein shall apply to
         such  proceeds.  Notwithstanding  anything in the  Subordinated  Lender
         Documents to the contrary,  the LIFO Credit  Agreement Agent shall have
         the sole and  exclusive  right  to  adjust  or  enforce  settlement  of
         insurance  claims  in the  event  of any  covered  theft,  destruction,
         casualty or other loss (including  business  interruption) of or to the
         Senior Lender  Collateral or the Subordinated  Lender  Collateral.  All
         such  proceeds  of  such  insurance  shall  inure  to the  LIFO  Credit
         Agreement  Agent,  for the  benefit  of the Senior  Lenders;  provided,
         however,   that  after  full  payment  of  all  of  the  Senior  Lender
         Obligations,  any  remaining  insurance  proceeds  received by the LIFO
         Credit  Agreement Agent shall be remitted to the Collateral  Agent, for
         the benefit of the  Subordinated  Lenders,  or otherwise as required by
         law.


<PAGE>

                  (h)  If,  in  order  to  perfect   any  Lien  on  any  of  the
         Subordinated Lender Collateral that also constitutes part of the Senior
         Lender Collateral (the "Common Collateral"),  the LIFO Credit Agreement
         Agent is required to hold  possession of such Common  Collateral,  then
         such  Common  Collateral  shall  be held by the LIFO  Credit  Agreement
         Agent,  for the  benefit of the  Senior  Lenders  and the  Subordinated
         Lenders, but subject to the subordination provisions of this Agreement.
         In connection with the foregoing, the Collateral Agent shall deliver to
         the LIFO Credit Agreement Agent any securities, instruments, promissory
         notes or  other  Common  Collateral  that is in the  possession  of the
         Collateral  Agent. To the extent that the Collateral Agent shall retain
         possession  of  any  of  the  foregoing,  such  shall  be  held  by the
         Collateral  Agent  for  the  benefit  of the  Senior  Lenders  and  the
         Subordinated   Lenders  in  accordance  with  the  provisions  of  this
         Agreement.  Upon payment in full of the Senior Lender  Obligations  and
         termination  of the  provisions  of this  Agreement,  the  LIFO  Credit
         Agreement  Agent  shall  re-deliver  such  Common   Collateral  to  the
         Collateral Agent.

         SECTION 4.5. Priorities. The subordinations and priorities specified in
this  Agreement  are  applicable  irrespective  of (a)  the  time  or  order  of
attachment  or  perfection  of security  interests  or other  Liens  referred to
herein,  (b) the time or order of filing of any  financing  statements,  (c) the
acquisition of purchase money or other security interests or the time of giving,
or  failure  to give,  notice of the  acquisition  or  expected  acquisition  of
purchase  money or other security  interests,  (d) any provisions of the Uniform
Commercial  Code as  adopted  in the  State  of Ohio  or any  applicable  law or
decision,  (e) the terms of the  Senior  Lender  Documents  or the  Subordinated
Lender  Documents,  (f) whether either the  Collateral  Agent or the LIFO Credit
Agreement Agent holds  possession of any of the Senior Lender  Collateral or the
Subordinated  Lender Collateral,  as the case may be, and (g) whether or not the
Subordinated Lender Liens or Senior Lender Liens have been perfected.

     SECTION 4.6.  Delivery of Payment or Proceeds to the LIFO Credit  Agreement
          Agent.


         (a) Except for the payments  permitted  pursuant to Section 4.3 hereof,
if any payment,  distribution,  security  (other than as  permitted  pursuant to
Section 4.4 hereof) or proceeds thereof is received, whether from any collateral
or  otherwise,   by  any  Subordinated  Lender  upon  or  with  respect  to  any
indebtedness  of any Company to such  Subordinated  Lender  (including,  but not
limited  to,  the  Subordinated  Lender  Obligations)  prior to the  irrevocable
satisfaction in full of the Senior Lender Obligations,  such Subordinated Lender
shall receive and hold such payment, distribution, security or proceeds in trust
for the LIFO Credit Agreement Agent, for the benefit of the Senior Lenders,  and
immediately  shall  deliver  the  same to the  LIFO  Credit  Agreement  Agent in
precisely the form received  (except for the  endorsement  or assignment of such
Subordinated  Lender where  necessary),  for  application  to the Senior  Lender
Obligations, whether or not due, and, until so delivered, the same shall be held
in trust by such Subordinated  Lender as property of the Senior Lenders.  In the
event  of the  failure  of  any  such  Subordinated  Lender  to  make  any  such
endorsement  or  assignment,  the LIFO  Credit  Agreement  Agent,  or any of its
officers  or  employees,   is  hereby  irrevocably   constituted  and  appointed
attorney-in-fact of such Subordinated Lender with full power to make the same.


<PAGE>

         (b) To the extent that (i) any Subordinated  Lender has turned over any
cash,  securities  or other  property  received as payments from Borrower to the
LIFO Credit  Agreement  Agent  hereunder  for  application  to the Senior Lender
Obligations  or (ii) any  cash,  securities  or  other  property  to  which  any
Subordinated  Lender would  otherwise have been entitled (but for the provisions
of this  Agreement)  as  payment  from  Borrower  are  paid to the  LIFO  Credit
Agreement Agent hereunder for application to the Senior Lender Obligations,  and
any such payment or any part thereof is subsequently invalidated, declared to be
fraudulent  or  preferential,  set aside,  recovered  from or  disgorged by such
Subordinated Lender or is otherwise required to be refunded,  repaid or restored
by such Subordinated Lender to Borrower or any trustee, receiver or other person
or entity under any law  (including  any  bankruptcy  or  insolvency  law or any
federal or state  equitable  cause of action),  then,  to the extent of any such
restoration,  the LIFO  Credit  Agreement  Agent shall repay such amount to such
Subordinated Lender and such Subordinated Lender and such Subordinated  Lender's
obligations hereunder shall be renewed and continued in full force and effect as
if such payment had not been made to such Subordinated Lender or the LIFO Credit
Agreement Agent.

         SECTION 4.7.      Permitted Enforcement Action.
                           ----------------------------

         (a) If (i) the  Permitted  Payments  described  in  subpart  (a) of the
definition of Permitted  Payments shall not be paid when due in accordance  with
the terms of the Subordinated Lender Documents (a "Monetary Default"), (ii) such
Monetary Default shall continue for one hundred eighty (180)  consecutive  days,
and (iii) the  Subordinated  Lenders shall not have been made whole with respect
to such missed Permitted  Payments (together with interest thereon at a rate per
annum of two  percent  (2%) in  excess  of the Prime  Rate of  KeyBank  National
Association,  as in effect from time to time) within five (5) days after the one
hundred  eightieth  (180th)  day  after the  Monetary  Default,  then  Permitted
Enforcement Actions may be commenced.

         (b) If the  maturity  date of the LIFO  Credit  Agreement  is  extended
beyond  August  13,  2002 and the Senior  Lenders  shall not have  obtained  the
written  consent  of the  Majority  Noteholders  on or prior to the one  hundred
eightieth (180th) day after August 13, 2002, then Permitted  Enforcement Actions
may be commenced.

         SECTION 4.8.  Assignment of Claims. No Subordinated Lender shall assign
or transfer  any claim,  or suffer or permit the creation or  attachment  of any
Lien, claim or encumbrance,  hypothecation  or pledge upon any claim,  that such
Subordinated Lender has or may have against any Company while any portion of the
Senior Lender Obligations  remain unpaid,  unless such assignment or transfer is
made expressly subject to this Agreement.

         SECTION 4.9.               Proceedings and Distributions.
                                    -----------------------------

         (a) In any Proceeding,  the Subordinated  Lenders shall have the right,
but not the  duty,  to  prepare  and  file a  proof  of  claim  based  upon  the
Subordinated  Lender  Obligations and to vote and otherwise  enforce and use the
same  consistent  with the provisions of this  Agreement;  provided that, if the
Subordinated  Lenders fail to file such proof of claim on or before  thirty (30)
days after the commencement of such Proceeding, the LIFO Credit Agreement Agent,
after having  provided one business  day's prior written  notice to the Existing
Credit  Agreement Agent and the  Noteholders,  shall have the right, but not the
duty,  to prepare and file a proof of claim based upon the  Subordinated  Lender
Obligations.


<PAGE>

         (b) The LIFO  Credit  Agreement  Agent  shall be  entitled  to  receive
Distributions  on behalf of the Senior  Lenders  in respect of the  Subordinated
Lender  Obligations  until the Senior Lender  Obligations have been paid in full
(including,  but not limited to, all interest  accruing from time to time on the
Senior Lender  Obligations after the commencement of any Proceeding,  whether or
not a  claim  for  such  interest  is  allowable  under  such  Proceeding).  All
Distributions  (other than cash and bearer  instruments)  shall be issued in the
name of the LIFO Credit  Agreement Agent,  and all  Distributions,  whatever the
form thereof,  shall be delivered  directly to the LIFO Credit  Agreement Agent,
for the benefit of the Senior Lenders. No Person delivering any Distributions to
the LIFO  Credit  Agreement  Agent shall have any  responsibility  to follow the
application by the LIFO Credit  Agreement Agent of such  Distributions.  If, for
any reason, any Subordinated Lender shall receive any payment of or security for
or Distribution in respect of any of the Subordinated Lender Obligations, or any
part  thereof,   before  payment  in  full  of  the  Senior  Lender  Obligations
(including,  but not limited to, all interest  accruing from time to time on the
Senior Lender  Obligations after the commencement of any Proceeding,  whether or
not a claim  for  such  interest  is  allowable  under  such  Proceeding),  such
Subordinated  Lender shall receive the same in trust and shall deliver the same,
in the  form  received,  directly  to the  LIFO  Credit  Agreement  Agent.  Each
Subordinated  Lender shall execute and deliver such  endorsements,  assignments,
transfer  powers and other  writings  in respect  of the  foregoing  as the LIFO
Credit  Agreement Agent may from time to time reasonably  request;  and the LIFO
Credit  Agreement Agent shall have the right to execute and deliver the same for
and on behalf of such Subordinated Lender and in such Subordinated Lender's name
whenever such Subordinated Lender omits doing so.

         SECTION  4.10.  Modification  to Senior  Lender  Documents;  Additional
Agreements with Senior  Lenders.  At any time, and from time to time, the Senior
Lenders may enter into  agreements  with  Borrower  or any other  Company as the
Senior  Lenders  may deem  proper,  including  extending  the time of payment or
maturity date of any and all of the Senior Lender Obligations (but, in no event,
beyond the maturity date of the Existing  Credit  Agreement,  which shall not be
extended,  without  the consent of the  Majority  Noteholders  and the  Required
Existing Banks,  beyond August 13, 2002), or otherwise altering the terms of the
Senior Lender  Documents not  inconsistent  with this Section 4.10, or affecting
the Senior Lender Collateral or any guaranty,  if any,  underlying any or all of
such obligations, or may exchange, sell, or surrender or otherwise deal with any
such security or guaranties, or may release any balance of funds of any Company,
with the Senior Lenders, without notice to the Subordinated Lenders, and without
in any way impairing or affecting this  Agreement  thereby;  provided,  however,
that the Senior Lenders (nor any  Refinancing  Party,  as  hereinafter  defined)
shall not:

                  (a) increase the principal  amount of the  Indebtedness  under
         the LIFO Credit  Agreement or the interest or fees payable with respect
         thereto (other than the charging of the Default Rate, as defined in the
         LIFO  Credit  Agreement),  without  the prior  written  consent  of the
         Noteholders and the Existing Credit Agreement Banks;




<PAGE>

                  (b) obtain any fee or other  compensation in  consideration of
         any waiver,  amendment,  forbearance or other modification with respect
         to the LIFO Credit Agreement,  unless such fee or other compensation is
         shared with the Subordinated Lenders on a pro rata basis;

                  (c) amend  Section  2.2 of the LIFO  Credit  Agreement  or the
         definitions  of  "Level  II  Availability  Conditions"  or  "Level  III
         Availability  Conditions"  of the LIFO  Credit  Agreement,  without the
         prior  written  consent of the  Majority  Noteholders  and the Required
         Existing Banks; or

                  (d) release any Senior Lender  Collateral  in connection  with
         the sale or other  disposition  of fixed  assets of any Company  (other
         than the transfer of obsolete fixed assets that are no longer useful to
         the  Companies,  in the ordinary  course of business),  unless (i) such
         fixed assets are  replaced,  in the ordinary  course of business of the
         Companies, by similar assets of the Companies, or (ii) the net proceeds
         of such  sale  or  other  disposition  shall  have  been  applied  as a
         prepayment  of  the  Senior  Lender   Obligations  and  the  commitment
         thereunder  shall have been  permanently  reduced by the amount of such
         prepayment.

         SECTION  4.11.  Reliance  by the  Senior  Lenders  on the  Subordinated
Lenders.  The  Subordinated  Lenders consent and covenant that all of the Senior
Lender  Obligations  shall be deemed to have been made or incurred,  in part, in
reliance upon this Agreement.

         SECTION 4.12.  Effect on Liens.  Nothing contained in this Agreement is
intended to affect or limit, in any way  whatsoever,  the Liens that each of the
parties has in any assets of the  Companies,  whether  tangible  or  intangible,
insofar as the rights of Borrower,  any other Company or other third parties not
parties hereto are involved. The parties hereto specifically reserve any and all
of their  respective  rights,  Liens and rights to enforce such Liens as against
any Company and any third parties.

         SECTION 4.13. Nonwaiver of Payments. In the event that any Subordinated
Lender is required to pay to any Senior Lender any funds or other  property that
such  Subordinated  Lender  receives  from any Company,  other than as permitted
under Section 4.3 hereof, Borrower acknowledges, on behalf of itself and each of
its Subsidiaries, that such Subordinated Lender shall not have waived the rights
of such  Subordinated  Lender  to  payment  in full of the  Subordinated  Lender
Obligations owing to such Subordinated Lender, subject, however, to the terms of
this Agreement.

         SECTION 4.14.  Refinancing of Senior  Indebtedness.  The Senior Lenders
may, from time to time,  without notice to the  undersigned,  assign or transfer
any or all of the Senior Lender  Obligations  or any interest  therein or permit
another Person (a "Refinancing Party") to extend credit to Borrower or any other
Company  to enable  Borrower  or such  Company  to repay all or a portion of the
Senior Lender  Obligations  (a  "Refinancing"),  and,  notwithstanding  any such
assignment,  transfer or Refinancing or any subsequent  assignment,  transfer or
Refinancing,  such Senior Lender  Obligations  shall be and remain Senior Lender
Obligations  for the  purposes  of  this  Agreement,  and  every  immediate  and
successive  assignee or transferee of any of the Senior Lender Obligations or of
any interest therein,  including,  without  limitation,  any Refinancing  Party,
shall, to the extent of the interest of such assignee, transferee or Refinancing
Party in the Senior  Lender  Obligations,  be entitled  to the  benefits of this
Agreement,  and subject to the  obligations  set forth in this  Agreement to the
same extent as if such assignee,  transferee or Refinancing  Party were a Senior
Lender hereunder.


<PAGE>

         SECTION  4.15.   Termination  of  Subordination.   The  subordinations,
agreements  and other  provisions  set forth in this  Article IV shall remain in
full  force and  effect  until all of the Senior  Lender  Obligations  have been
indefeasibly paid in full and the LIFO Credit Agreement  terminated,  regardless
of whether any party hereto in the future seeks to rescind,  amend, terminate or
reform, by litigation or otherwise,  its respective  agreements with Borrower or
any other Company.  If any payment received by any Senior Lender with respect to
the Senior  Lender  Obligations  shall be  required  to be repaid or returned in
whole or in part by such Senior  Lender to the payor  thereof or such payment is
otherwise  rescinded,  in whole or in part,  pursuant to applicable  law and any
Subordinated  Lender  shall  have  received  any  payment  with  respect  to the
Subordinated  Lender  Obligations  (other  than a payment  received  pursuant to
Section 4.3 hereof), then such Subordinated Lender shall promptly,  upon written
demand,  return all or the ratable  part, as the case may be, of such payment to
the LIFO Credit Agreement Agent for delivery to the appropriate Senior Lender.


              ARTICLE V. SUBORDINATION FEES AND OTHER COMPENSATION

         SECTION 5.1.  Subordination Fees. In consideration of the agreements of
the  Subordinated  Lenders  set  forth  herein,   Borrower  shall  pay  to  each
Subordinated  Lender a subordination  fee in an amount equal to sixty (60) basis
points times the aggregate  principal  amount  (including any exposure under any
letter  of  credit)  of  the  Subordinated  Lender  Obligations  owing  to  such
Subordinated Lender as set forth on Exhibit A hereto. Such fees shall be payable
on the date hereof; provided,  however, that the Existing Credit Agreement Banks
shall  only be paid  half of the  subordination  fees  owed to them on the  date
hereof,  with the remaining half to paid on the date, if ever, that the Existing
Credit  Agreement Banks shall have agreed in writing to extend the maturity date
of the Existing  Credit  Agreement  from August 14, 2002 to September  14, 2003.
Borrower  acknowledges and agrees that the Existing Credit Agreement Banks shall
be under no obligation to extend such maturity date and any such extension shall
be in the sole discretion of the Existing Credit Agreement Banks.

         SECTION 5.2. PIK Interest.  In  consideration  of the agreements of the
Noteholders  set forth  herein,  and in addition to such other  amounts that are
payable pursuant to the Note  Agreements,  Borrower shall pay to the Noteholders
additional  payment-in-kind  (the "PIK Interest") on the  outstanding  principal
amount of the Subordinated  Lender  Obligations owing to each such Noteholder at
the rate per annum of one percent (1%).  The PIK Interest  shall be evidenced by
the  promissory  notes  executed  and  delivered  in  connection  with  the Note
Agreements  (the  "Noteholder  Notes").  The PIK  Interest  shall be  payable in
accordance  with the terms and  conditions of the  Noteholder  Notes;  provided,
however,  that (a) the Noteholders  shall not be permitted to amend or modify in
any respect the form or  substance  of the  provisions  of the PIK  Interest set
forth in the  Noteholder  Notes without the prior  written  consent of the other
Creditors,  and (b) the PIK Interest shall be subordinate and junior in right of
payment to the Senior Lender  Obligations and the Subordinate Lender Obligations
pursuant to the subordination terms set forth in each Noteholder Notes.


<PAGE>

         SECTION 5.3. Warrants.  As additional  consideration for the agreements
of the Subordinated Lenders hereunder, Borrower shall issue to each Subordinated
Lender  warrants  (the  "Warrants")  to purchase  shares of the common  stock of
Borrower as set forth on Exhibit E hereto.  The Warrants  shall be issued on the
date hereof;  provided,  however, that the Existing Credit Agreement Banks shall
only be issued half of the  Warrants  due to them on the date  hereof,  with the
remaining  half to be issued  on the date,  if ever,  that the  Existing  Credit
Agreement  Banks shall have agreed in writing to extend the maturity date of the
Existing Credit  Agreement from August 14, 2002 to September 14, 2003.  Borrower
acknowledges  and agrees that the Existing Credit Agreement Banks shall be under
no obligation to extend such  maturity date and any such  extension  shall be in
the sole discretion of the Existing Credit  Agreement  Banks. The Warrants shall
be issued in  accordance  with and  subject  to the  terms and  conditions  of a
Warrant  Agreement  in the form  Exhibit  F hereto  (the  "Warrant  Agreement");
provided,  however,  that, at the request of the  Noteholders,  Borrower and the
Existing  Banks shall enter into an  amendment  of the Warrant  Agreement as the
Noteholders may reasonably request.


                         ARTICLE VI. CLOSING CONDITIONS

     SECTION 6.1.  Conditions of Effectiveness of Waivers.  The effectiveness of
          the waivers  granted in Article
          II hereof are conditioned on the following:

                  (a) Borrower  shall have caused each  Guarantor to consent and
         agree to and  acknowledge  the terms of this Agreement by executing the
         Guarantor Acknowledgment and Agreement attached hereto;

                  (b) the LIFO Credit  Agreement shall have been executed by all
         parties thereto and all conditions precedent to effectiveness set forth
         therein shall have been satisfied; and

                  (c)  Borrower  shall have paid all legal fees and  expenses of
         the Existing Credit Agreement Agent and the LIFO Credit Agreement Agent
         and the Noteholders in connection with this Agreement and the documents
         and transactions contemplated hereby.

     SECTION 6.2.  Conditions  Precedent.  Concurrently  with the  execution and
          delivery of this Agreement, Borrower shall have
          satisfied the following conditions:

                  (a) a  collateral  audit,  field  exam  and  appraisal  of the
         personal and real property of the Companies  shall have been  commenced
         by  such  Persons  as  the  Collateral   Agent  shall  approve  in  its
         discretion,  the  costs  and  expenses  of  which  shall be paid for by
         Borrower;


<PAGE>

     (b)  Borrower shall have selected and retained a turnaround management firm
          acceptable to the  Creditors,  the fees and expenses of which shall be
          paid for by Borrower;

     (c)  the  Subordinated  Lenders shall have retained a turnaround  financial
          advisor  acceptable  to them,  the fees and expenses of which shall be
          paid for by Borrower;

                  (d) the  Warrant  Agreement  shall have been  executed  by all
         parties  thereto,  and all other  documents,  instruments or agreements
         required  to be  delivered  in  connection  therewith  shall  have been
         delivered;

                  (e)  Borrower   shall  have  delivered  to  the  Creditors  an
         officer's certificate  certifying the names of the officers of Borrower
         authorized  to sign  this  Agreement  and  the  other  documents  to be
         executed by Borrower in  connection  herewith,  together  with the true
         signatures of such officers and certified  copies of the resolutions of
         the board of directors of Borrower evidencing approval of the execution
         and delivery hereof;

     (f)  Borrower  shall have  delivered to the Creditors an opinion of counsel
          for Borrower, in form and substance satisfactory to the Creditors;

     (g)  Borrower shall have paid to the Subordinated Lenders the fees required
          to be paid pursuant to Section 5.1 hereof;

     (h)  Borrower  shall have  executed and  delivered to the  Noteholders  the
          appropriate Noteholder Notes;

     (i)  the CTC  Forbearance  Agreement shall have been executed and delivered
          by the parties thereto; and

     (j)  Borrower shall have  satisfied such other  conditions as the Creditors
          may reasonably require.

     SECTION  6.3.   Post-Closing  Items.  Borrower  shall  have  satisfied  the
          following conditions on the dates set forth below:

                  (a) within sixty (60) days of the date hereof, with respect to
         each  Mortgaged  Real  Property,  as  defined  in the  Existing  Credit
         Agreement,  or such thereof as the  Collateral  Agent may  require,  at
         Borrower's cost and expense, Borrower shall have caused to be delivered
         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 the Collateral Agent)
         issued  by  a  title  company  satisfactory  to  the  Collateral  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,  as defined in the Existing  Credit
         Agreement, to be a valid Lien on such Mortgaged Real Property, free and
         clear of all defects and encumbrances  except such matters of record as
         permitted pursuant to the Existing Credit Agreement, with waiver of any
         survey exceptions and such other standard  exceptions as the Collateral
         Agent may require, and with such endorsements and affirmative insurance
         as the Collateral Agent, in its reasonable discretion, may require;


<PAGE>

                  (b) within sixty (60) days of the date hereof,  Borrower shall
         provide to the  Collateral  Agent,  with respect to each Mortgaged Real
         Property,  or such  thereof as the  Collateral  Agent may  require,  at
         Borrower's cost and expense,  environmental reports or studies prepared
         by environmental  engineering  firms acceptable to the Collateral Agent
         (the  "Reports"),  which  Reports  shall be in form  acceptable  to the
         Collateral Agent, in its sole discretion; and

                  (c) within sixty (60) days of the date hereof,  Borrower shall
         provide to the  Collateral  Agent with respect to each  Mortgaged  Real
         Property,  or such  thereof as the  Collateral  Agent 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)  survey of the such
         Mortgaged Real Property,  prepared by a licensed surveyor acceptable to
         the  Collateral  Agent,  certified  to the  Collateral  Agent  and  the
         Subordinated  Lenders and the title company  pursuant to certificate of
         survey acceptable to the Collateral Agent; such survey shall be in form
         and  substance   acceptable  to  the  Collateral  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 1999;  (ii) a copy of the  certificate  of
         occupancy  for  each  building  located  on each  such  Mortgaged  Real
         Property;  (iii)  evidence  satisfactory  to the  Collateral  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 the Collateral 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.


                           ARTICLE VII. MISCELLANEOUS

         SECTION 7.1. Representations and Warranties. Borrower hereby represents
and  warrants  to the  Creditors  that (a)  Borrower  has the  legal  power  and
authority  to execute and deliver this  Agreement;  (b) the officers of Borrower
executing this  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  Articles  of
Incorporation  or Bylaws 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) after giving  effect to Section 2.4 hereof,  no default or event of default,
or event or  condition  that,  with the  passage  of time or giving of notice or
both, would constitute a default or event of default,  exists under any Creditor
Document,  nor will any occur  immediately  after the  execution and delivery of
this Agreement or by the performance or observance of any provision hereof;  (e)
Borrower is not aware of any claim or offset against, or defense or counterclaim
to, Borrower's  obligations or liabilities under any Creditor Document; (f) this
Agreement  constitutes  a valid and  binding  obligation  of  Borrower  in every
respect,  enforceable  in  accordance  with its terms;  and (g) no  Company  has
received a notice of default of any kind from any account  debtor and no account
debtor has asserted any right of set-off, deduction or counterclaim with respect
to any account .


<PAGE>

         SECTION 7.2. Release. Borrower hereby waives and releases each Creditor
and the respective directors, officers, employees, agents, attorneys, affiliates
and subsidiaries of such Creditor from any and all claims, offsets, defenses and
counterclaims  that  Borrower  may have as of the date of this  Agreement,  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.

     SECTION 7.3.  Creditor  Documents  Unaffected.  Except as herein  otherwise
          specifically  provided, all provisions
          of the Creditor Documents shall remain in full force and effect and be
          unaffected hereby.

         SECTION 7.4. No Other Promises or Inducements. There are no promises or
inducements that have been made to any party hereto to cause such party to enter
into this Agreement other than those that are set forth in this Agreement.  This
Agreement  has been  entered  into by Borrower  freely,  voluntarily,  with full
knowledge, and without duress, and, in executing this Agreement, Borrower is not
relying  on any  other  representations,  either  written  or oral,  express  or
implied,   made  to  Borrower  by  any  Creditor.   Borrower   agrees  that  the
consideration  received by  Borrower  under this  Agreement  has been actual and
adequate.

         SECTION 7.5. No Waiver of Rights.  No waiver shall be deemed to be made
by any party hereunder of any of its rights  hereunder  unless the same shall be
in writing  signed on behalf of such party;  provided  that the Existing  Credit
Agreement  Agent  shall have the right to act on behalf of the  Existing  Credit
Agreement  Banks  pursuant to and in  accordance  with the terms of the Existing
Credit Agreement and the LIFO Credit Agreement Agent shall have the right to act
on behalf of the LIFO Credit  Agreement Banks pursuant to and in accordance with
the terms of the LIFO Credit  Agreement.  Each waiver, if any, shall be a waiver
only with respect to the specific  instance  involved and shall in no way impair
the rights of any party or the  obligations of the  Subordinated  Lenders to the
Senior Lenders in any other respect at any other time.

         SECTION  7.6.  Waiver  of  Notice  and  Successors  and  Assigns.  Each
Subordinated  Lender hereby  waives (a) notice of acceptance of this  Agreement;
(b) notice of the  existence,  creation,  extension,  refunding,  refinancing or
non-payment of all or any of the Senior Lender Obligations; (c) all diligence in
collection or protection of or realization  upon the Senior Lender  Obligations,
or any part thereof or any of the Senior  Lender  Collateral;  and (d) notice of
the release,  waiver or cancellation of any obligors or guarantors of all or any
portion  of the  Senior  Lender  Obligations  or any  Senior  Lender  Collateral
therefor. This Agreement shall be immediately binding upon Subordinated Lenders,
and the respective successors and permitted assigns of the Subordinated Lenders,
and the subordination  described herein shall inure to the benefit of the Senior
Lenders and their respective successors and assigns.


<PAGE>

     SECTION 7.7. Governing Law. This Agreement shall be construed  according to
          the  laws of the  State  of  Ohio,  without  regard  to
          principles of conflicts of laws.

         SECTION 7.8.  Entire  Agreement.  This  Agreement sets forth the entire
agreement and  understanding  among the parties as to the subject  matter hereof
and merges and supersedes all prior discussions, agreements, and undertakings of
every kind and nature among them with respect to the subject matter hereof.

         SECTION 7.9.  Termination of Agreement.  Except as set forth in Section
4.14 hereof with respect to the termination of the subordination provisions, the
agreements and other provisions set forth in this Agreement shall remain in full
force and effect until all of the Senior  Lender  Obligations  and  Subordinated
Lender Obligations shall have been indefeasibly paid in full.

         SECTION  7.10.  Counterparts.  This  Agreement  may be  executed in any
number  of  counterparts,  and by the  parties  hereto  on the same or  separate
counterparts  and by  facsimile  signature,  and  each  such  counterpart,  when
executed  and  delivered,  shall  be  deemed  to be an  original,  but all  such
counterparts shall together constitute but one and the same Agreement.

         SECTION  7.11.  Notice.  All  notices,   requests,  demands  and  other
communications  provided  for  hereunder  shall  be in  writing  and  mailed  or
delivered to any party,  addressed to the address of such party specified on the
signature page of this Agreement. All notices, statements, requests, demands and
other communications  provided for hereunder shall be deemed to be given or made
when delivered or forty-eight (48) hours after being deposited in the mails with
postage prepaid by registered or certified mail, addressed as aforesaid, or sent
by  facsimile  with  telephonic  confirmation  of receipt,  except that  notices
pursuant to any of the provisions hereof shall not be effective until received.

         SECTION 7.12.  Jurisdiction and Venue. All judicial proceedings arising
out of or  relating  to this  Agreement  or any  obligation  hereunder  shall be
brought in the United States District Court for the Northern District of Ohio or
in the Court of Common Pleas,  Cuyahoga  County,  Ohio, and by their  respective
execution and delivery of this Agreement,  the undersigned accept for themselves
and in connection  with their  properties,  generally and  unconditionally,  the
jurisdiction   of  the   aforesaid   courts  and  waive  any  defense  of  forum
nonconveniens,  and  irrevocably  agree  to be bound  by any  judgment  rendered
thereby in connection with this Agreement.

         SECTION  7.13.  Severability  Of  Provisions;   Captions;  Attachments.
Wherever  possible each provision of this Agreement shall be interpreted in such
manner as to be effective and valid under  applicable law. Any provision of this
Agreement that is prohibited or unenforceable  in any jurisdiction  shall, as to
such  jurisdiction,  be  ineffective  to  the  extent  of  such  prohibition  or
unenforceability   without  invalidating  the  remaining  provisions  hereof  or
affecting  the  validity  or  enforceability  of  such  provision  in any  other
jurisdiction.  The  several  captions  to Sections  and  subsections  herein are
inserted  for  convenience  only  and  shall  be  ignored  in  interpreting  the
provisions  of  this  Agreement.  Each  schedule  or  exhibit  attached  to this
Agreement shall be incorporated herein an shall be deemed to be a part hereof.


<PAGE>

         SECTION  7.14.  Legal  Representation  Of Parties.  This  Agreement was
negotiated by the parties with the benefit of legal  representation and any rule
of  construction  or  interpretation  otherwise  requiring  this Agreement to be
construed or interpreted  against any party shall not apply to any  construction
or interpretation hereof or thereof.


                  [Remainder of page intentionally left blank.]


<PAGE>




         SECTION  7.15.  JURY TRIAL  WAIVER..  EACH OF THE  UNDERSIGNED,  TO THE
EXTENT  PERMITTED BY LAW,  HEREBY WAIVE ANY RIGHT TO HAVE A JURY  PARTICIPATE IN
RESOLVING ANY DISPUTE WHETHER  SOUNDING IN CONTRACT,  TORT, OR OTHERWISE,  AMONG
THEM,  OR ANY OF  THEM,  ARISING  OUT OF,  IN  CONNECTION  WITH,  RELATED  TO OR
INCIDENTAL TO THE  RELATIONSHIP  ESTABLISHED  AMONG THEM IN CONNECTION WITH THIS
AGREEMENT OR ANY DOCUMENT  EXECUTED OR DELIVERED IN  CONNECTION  HEREWITH OR THE
TRANSACTIONS  RELATED THERETO.  THIS WAIVER SHALL NOT IN ANY WAY AFFECT,  WAIVE,
LIMIT,  AMEND OR MODIFY THE ABILITY OF ANY OF THE UNDERSIGNED TO PURSUE REMEDIES
PURSUANT TO ANY  CONFESSION OF JUDGMENT OR COGNOVIT  PROVISION  CONTAINED IN ANY
NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG THE UNDERSIGNED.

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the date referenced in the first paragraph of this Agreement.

                                                              BORROWER:

Address: 9887 Washington Village Drive          AMCAST INDUSTRIAL CORPORATION
         Dayton, Ohio 45459
         Attention:  President and CEO          By:   /s/ Franics J. Drew
                                                Name:     Francis J. Drew
                                                Title:    CFO

                                                SENIOR LENDERS:

Address: 127 Public Square                       KEYBANK NATIONAL ASSOCIATION,
         Cleveland, Ohio 44114-1306               as LIFO Credit Agreement Agent
         Attention: Alan J. Ronan                 and LIFO Credit Agreement Bank

                                                 By:   /s/ Alan J. Ronan
                                                 Name:     Alan J. Ronan
                                                 Title:    S.V.P.

Address:  One Wall Street                        THE BANK OF NEW YORK
          New York, NY  10286
          Attn:  Stephen Brennan                 By:   /s/ Stephen C. Brennan
                                                 Name:     Stephen C. Brennan
                                                 Title:    Vice President

Address: 100 E.Broad Street                      BANK ONE INDIANA, N.A.
         Columbus, OH  43215
         Attention: Michael A. Reeves            By:   /s/ Michael A. Reeves
                                                 Name:     Michael A. Reeves
                                                 Title:    Vice President




<PAGE>



Address: Credit Agricole Indosuez                CREDIT AGRICOLE INDOSUEZ
         55 East Monroe Street, Ste.4700
         Chicago, IL  60603                      By:   /s/ Larry Materi
         Attention:  Larry Materi                Name:     Larry Materi
                                                 Title:    Vice President

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


Address: Comerica Bank                           COMERICA BANK
         P.O. Box 75000
         Detroit, MI  48275-3282                 By:   /s/ A. J. Anderson
         Attention: A.J. Anderson                Name:     A. J. Anderson
                                                 Title:    First Vice President


Address: 6 N. Main Street                        NATIONAL CITY BANK
         Dayton, OH  45412
         Attention:  Neal J. Hinker              By:   /s/ Neal J. Hinker
                                                 Name:     Neal J. Hinker
                                                 Title:    Senior Vice President


Address: 100 E.Broad Street                      BANK ONE INDIANA, N.A.
         Columbus, OH  43215
         Attention: Michael A. Reeves            By:   /s/ Michael A. Reeves
                                                 Name:     Michael A. Reeves
                                                 Title:    Vice President



Address: 601  2nd Avenue South                   FIRSTAR BANK, N.A.
         Minneapolis, MN  55402
         Attention: Greg Wilson                  By:   /s/ Greg Wilson
                                                 Name:     Greg Wilson
                                                 Title: AVP/Its Attorney-in-Fact





                                             SUBORDINATED LENDERS:

Address: 127 Public Square                   KEYBANK NATIONAL ASSOCIATION,
         Cleveland, Ohio 44114-1306          as Existing Credit Agreement Agent,
         Attention: Alan J. Ronan            an Existing Credit Agreement Bank
                                             and as the Collateral Agent

                                                 By:   /s/ Alan J. Ronan
                                                 Name:     Alan J. Ronan
                                                 Title:    S.V.P.




<PAGE>


Address:  One Wall Street                    THE BANK OF NEW YORK
          New York, NY  10286
          Attn:  Stephen Brennan             By:   /s/ Stephen C. Brennan
                                             Name:     Stephen C. Brennan
                                             Title:    Vice President


Address: 100 E.Broad Street                  BANK ONE INDIANA, N.A.
         Columbus, OH  43215
         Attention: Michael A. Reeves        By:   /s/ Michael A. Reeves
                                             Name:     Michael A. Reeves
                                             Title:    Vice President


Address: Credit Agricole Indosuez            CREDIT AGRICOLE INDOSUEZ
         55 East Monroe Street, Ste.4700
         Chicago, IL  60603                  By:   /s/ Larry Materi
         Attention:  Larry Materi            Name:     Larry Materi
                                             Title:    Vice President

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


Address: 6 N. Main Street                     NATIONAL CITY BANK
         Dayton, OH  45412
         Attention:  Neal J. Hinker           By:   /s/ Neal J. Hinker
                                              Name:     Neal J. Hinker
                                                Title:    Senior Vice President


Address: 100 E.Broad Street                  BANK ONE INDIANA, N.A.
         Columbus, OH  43215
         Attention: Michael A. Reeves        By:   /s/ Michael A. Reeves
                                             Name:     Michael A. Reeves
                                             Title:    Vice President

Address: 601  2nd Avenue South               FIRSTAR BANK, N.A.
         Minneapolis, MN  55402
         Attention: Greg Wilson              By:   /s/ Greg Wilson
                                             Name:     Greg Wilson
                                             Title: AVP/Its Attorney-in-Fact



<PAGE>



Address:                                     COMERICA BANK

        Attention:                           By:   /s/ A. J. Anderson
                                             Name:     A. J. Anderson
                                             Title:    First Vice President



Address: IntesaBci - Chicago Branch          INTESABCI - CHICAGO BRANCH
         One William Street                  By:   /s/ E. Bermant
         New York, NY   10004                Name:     E. Bermant
         Attention:  E. Bermant              Title:    FVP/Deputy Manager

                                             and   /s/ Frank Maffei
                                             Name:     Frank Maffei
                                             Title:    Vice President


Address: Unicredito Italiano SPA            UNICREDITO ITALIANO SPA
         375 Park Avenue
         New York, NY  10152-0099           By:   /s/ Christopher J. Eldin
         Attention:  Christopher Eldin      Name:     Christopher J. Eldin
                                            Title:    FVP & Deputy Manager

                                            and   /s/ Saiyed A. Abbas
                                            Name:     Saiyed A. Abbas
                                            Title:    Vice President

Address: San Paolo IMI S.p.A.               SAN PAOLO IMI S.p.A.
         245 Park Avenue
         New York, NY  10167                By:   /s/ Luca Sacchi
                                            Name:     Luca Sacchi
                                            Title:    Vice President

                                            and   /s/ Carlo Persico
                                            Name:     Carlo Persico
                                            Title:    G.M.

Address: Principal Life Insurance Co.      PRINCIPAL LIFE INSURANCE
         801 Grand Avenue                      COMPANY
         Des Moines, Iowa 50392
         Attention: C. Henderson           By:   /s/ Christopher J. Hendersen
                                           Name:     Christopher J. Henderson
                                           Title:    Counsel




<PAGE>



Address: Northwestern Mutual Life Ins.Co.  THE NORTHWESTERN MUTUAL LIFE
         720 East Wisconsin Avenue            INSURANCE COMPANY
         Milwaukee, WI  53202              By:   /s/ Jeffrey Lueken
         Attention:  Jeffrey Lueken             Name:     Jeffrey Lueken
                                           Title:    VP & Attorney-in-fact



Address: 601  2nd Avenue South             FIRSTAR BANK, N.A.
         Minneapolis, MN  55402
         Attention: Greg Wilson            By:   /s/ Greg Wilson
                                           Name:     Greg Wilson
                                           Title: AVP/Its Attorney-in-Fact


Address: 127 Public Square                  KEYBANK NATIONAL ASSOCIATION,
         Cleveland, Ohio 44114-1306          as a Line of Credit Lender
         Attention: Alan J. Ronan
                                            By:   /s/ Alan J. Ronan
                                            Name:     Alan J. Ronan
                                            Title:    S.V.P.





<PAGE>





                                   Schedule 4

                             Line of Credit Lenders


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

KeyBank National Association                            $10,000,000

Firstar Bank, National Association                      $12,032,783


<PAGE>


                                    EXHIBIT A

                            OUTSTANDING INDEBTEDNESS

       Facility                                                   Amount
       --------                                                   ------
Existing Credit Agreement                                    $111,337,061.68

Note Agreements

     Principal Note Agreement                                $ 25,000,000.00

     Northwestern Note Agreement                             $ 25,000,000.00

Line of Credit Documents

     KeyBank                                                 $   4,200,000.00

     Firstar                                                  $ 12,032,783.00



<PAGE>


                                    EXHIBIT B

                             EXISTING BANK DEFAULTS

     1.   Default  under  Section  5.7(a)  (Interest  Coverage)  of the Existing
          Credit Agreement.

     2.   Default  under  Section  5.7(b)  (Leverage)  of  the  Existing  Credit
          Agreement.

     3.   Failure to repay LIBOR Loans made prior to March 4, 2001 at the end of
          the Interest Periods applicable thereto.

     4.   Cross- Default to Note Agreements.

     5.   Cross-Default under the CTC Guaranty.


<PAGE>


                                    EXHIBIT C

                          EXISTING NOTEHOLDER DEFAULTS



<PAGE>


                                    EXHIBIT D

                        EXISTING LINE OF CREDIT DEFAULTS

     1.   KeyBank  National  Association  - Failure to repay the  Advance in the
          amount of $4,200,000 on the Maturity Date applicable thereto.

     2.   Firstar Bank, NA - None

<PAGE>


EXHIBIT E

                              WARRANTS TO BE ISSUED

Existing Lenders        Total Warrants   Initial Warrants   Subsequent Warrants
----------------        --------------   ----------------   -------------------
  Bank One                100,239.3555        50,119.6778           50,119.6778
  KeyBank                  89,101.6493        44,550.8247           44,550.8247
  Firstar                  44,550.8247        22,275.4123           22,275.4123
  Credit Agricole          44,550.8247        22,275.4123           22,275.4123
  Comerica                 38,981.9716        19,490.9858           19,490.9858
  National City Bank       38,981.9716        19,490.9858           19,490.9858
  BONY                     22,275.4123        11,137.7062           11,137.7062
  BCI                      22,275.4123        11,137.7062           11,137.7062
  UniCredito               22,275.4123        11,137.7062           11,137.7062
  San Paolo                22,275.4123        11,137.7062           11,137.7062

Line of Credit Lenders
  KeyBank                  16,800.0000         8,400.0000            8,400.0000
  Firstar                  48,131.1320        24,065.5660           24,065.5660

Noteholders
  Principal Mutual        100,000.0000       100,000.0000                     0
  Northwestern            100,000.0000       100,000.0000                     0
                          ------------       ------------          -------------
                          710,439.3787       455,219.6894          255,219.6894



<PAGE>


                                    EXHIBIT F

                            FORM OF WARRANT AGREEMENT

                                 [See Attached]