Exhibit 4.10 Last-In-First-Out Credit Agreement
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         This  LAST-IN-FIRST-OUT  CREDIT AGREEMENT (as the same may from time to
time be amended,  restated or  otherwise  modified,  this  "Agreement")  is made
effective  as of the 5th day of  June,  2001,  by and  among  AMCAST  INDUSTRIAL
CORPORATION,  an Ohio corporation,  7887 Washington Village Drive,  Dayton, Ohio
45459  ("Borrower"),  the  banking  institutions  named  in  Schedule  1  hereto
(collectively,   "Banks"  and,   individually,   "Bank")  and  KEYBANK  NATIONAL
ASSOCIATION,  127 Public Square,  Cleveland,  Ohio 44114-1306, as administrative
agent for the Banks under this Agreement ("Agent").


                                   WITNESSETH:

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

         NOW, THEREFORE, it is mutually agreed as follows:


                             ARTICLE I. DEFINITIONS

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

         "Account"  shall mean an  Account  as  defined in each of the  Security
Agreements executed by Borrower and each Guarantor of Payment.

         "Account Debtor" shall mean any Person obligated to pay all or any part
of an Account in any manner and  includes  (without  limitation)  any  Guarantor
therefor or other accommodation party therefor.

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

         "Affiliate" shall mean any Person, directly or indirectly, controlling,
controlled by or under common  control with a Company and  "control"  (including
the correlative  meanings,  the terms "controlling",  "controlled by" and "under
common control with") shall mean the possession,  directly or indirectly, of the
power to direct or cause the  direction  of the  management  and  policies  of a
Company,  whether  through the  ownership of voting  securities,  by contract or
otherwise.

         "Asset Based  Lending  Examination"  shall mean a  comprehensive  asset
based  lending  field  examination  conducted  by Agent  (or its  affiliates  or
representatives,  as the case may be) of the inventory,  accounts receivable and
other personal property of the Companies.


<PAGE>

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

         "Borrower  Business Plan" shall mean a comprehensive  business plan for
the Companies,  including  month-by-month  balance sheets, income statements and
cash flows, and appropriate explanatory narrative, for the fiscal year ending in
August of 2002, in form and detail satisfactory to Agent and the Required Banks.

         "Borrower  Thirteen Week Forecast" shall mean a thirteen (13) week cash
flow  report,  prepared  in form and  substance  satisfactory  to Agent  and the
Required Banks,  with the results of such cash flow report to be satisfactory to
Agent and the Required Banks, in their sole discretion.

         "Borrowing  Base" shall mean,  at any time,  an amount not in excess of
the sum of the following: (a) the Current Asset Borrowing Base, as calculated in
accordance  with the Borrowing Base  Certificate  delivered  pursuant to Section
4.3(a) hereof, for the most recently completed week and otherwise  acceptable to
Agent and the Required Banks,  plus (b) fifty percent (50%) of the lesser of (i)
an amount equal to eighty percent (80%) of the forced  liquidation  value of the
machinery and equipment of Borrower and the Guarantors of Payment,  as set forth
in the M&E Appraisal, or (ii) an amount equal to sixty-five percent (65%) of the
orderly  liquidation  value of the  machinery  and equipment of Borrower and the
Guarantors of Payment,  as set forth in the M&E  Appraisal;  provided,  however,
that the  foregoing  amounts  or  advance  rates  (A) shall be  subject  to such
eligibility requirements and reserves as Agent and the Required Banks shall deem
necessary or appropriate,  in their sole discretion,  and (B) shall at all times
be subject to modification or reduction, in the sole discretion of Agent and the
Required Banks.

         "Borrowing Base  Certificate"  shall mean a Borrowing Base Certificate,
in form and substance satisfactory to Agent and the Required Banks.

         "Business  Day"  shall  mean a day of the year on which  banks  are not
required or authorized to close in Cleveland, Ohio.

         "Capital Distribution" shall mean a payment made, liability incurred or
other  consideration  given  for  the  purchase,   acquisition,   redemption  or
retirement of any capital stock or other equity  interest of any Company or as a
dividend,  return  of  capital  or other  distribution  (other  than  any  stock
dividend, stock split or other equity distribution payable only in capital stock
or other equity of the Company in question) in respect of any Company's  capital
stock or other equity interest.

         "Cash  Collateral  Account" shall mean a Cash  Collateral  Account,  as
defined  in each of the  Security  Agreements  executed  by  Borrower  and  each
Guarantor of Payment.

         "Change in Control" shall mean (a) the  acquisition of, or, if earlier,
the shareholder or director  approval of the acquisition of, ownership or voting
control,  directly or  indirectly,  beneficially  or of record,  on or after the
Closing  Date,  by any Person or group  (within the meaning of Rule 13d-3 of the
SEC under the  Securities  Exchange Act of 1934,  as then in effect),  of shares
representing  more than  thirty-three  percent (33%) of the  aggregate  ordinary
Voting  Power  represented  by the  issued  and  outstanding  capital  stock  of
Borrower;  or (b) the  occupation  of a majority of the seats (other than vacant
seats) on the board of  directors  of Borrower  by Persons who were  neither (i)
nominated by the board of directors of Borrower nor (ii)  appointed by directors
so nominated.


<PAGE>

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

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

         "Collateral"  shall mean all  collateral or other  property at any time
securing the Debt, whether in whole or in part.

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

         "Commitment"  shall mean the obligation  hereunder of each Bank to make
Revolving  Loans pursuant to the Revolving  Credit  Commitment up to the Maximum
Amount for such Bank.

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

         "Commitment  Period"  shall mean the period  from the  Closing  Date to
[April 15, 2002], or such earlier date on which the Commitments  shall have been
terminated pursuant to Article VII hereof.

         "Company" shall mean Borrower or a Subsidiary.

         "Companies" shall mean Borrower and all Subsidiaries.

         "Consolidated" shall mean the resultant  consolidation of the financial
statements of Borrower and its  Subsidiaries in accordance with GAAP,  including
principles of consolidation  consistent with those applied in preparation of the
consolidated financial statements referred to in Section 5.13 hereof.

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


<PAGE>

     "CTC Company" shall mean Casting  Technology  Company,  an Indiana  general
partnership,  Amcast  Casting  Technologies,  Inc., an Indiana  corporation,  or
Izumi, Inc., a Delaware corporation.

         "CTC  Forbearance  Agreement"  shall  mean the  Forbearance  and Waiver
Agreement among Borrower, Agent on behalf of itself and on behalf of and for the
benefit of the Banks and Bank One, Indiana,  National Association,  on behalf of
itself, in its capacity as CTC Agent 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.

         "Current Asset Borrowing Base" shall mean an amount determined by Agent
and the Required Banks, in their sole discretion,  based upon the results of the
Asset Based  Lending  Examination,  which amount shall be  established  by using
advance  rates for the  inventory  and accounts  receivable of Borrower and each
Guarantor of Payment;  provided,  however,  that such advance rates (a) shall be
determined by Agent and the Required Banks in their sole  discretion,  (b) shall
be  subject  to such  eligibility  requirements  and  reserves  as Agent and the
Required Banks shall deem necessary or  appropriate,  in their sole  discretion,
and (c) shall at all times be subject to modification or reduction,  in the sole
discretion of Agent and the Required Banks.

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

         "Default"  shall mean an event or condition that  constitutes,  or with
the lapse of any  applicable  grace period or the giving of notice or both would
constitute,  an Event of Default  and that has not been  waived by the  Required
Banks in writing.

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

         "Derived  Base Rate" shall mean a rate per annum equal to four  hundred
(400) basis points in excess the Base Rate from time to time in effect.

         "Domestic  Subsidiary"  shall mean a  Subsidiary  that is not a Foreign
Subsidiary.

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

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


<PAGE>

         "ERISA Event" shall mean (a) the existence of a condition or event with
respect to an ERISA Plan that presents a risk of the imposition of an excise tax
or any other liability on a Company or of the imposition of a Lien on the assets
of a Company;  (b) the  engagement by a Controlled  Group member in a non-exempt
"prohibited  transaction"  (as defined  under ERISA  Section 406 or Code Section
4975) or a breach of a fiduciary duty under ERISA that could result in liability
to a Company; (c) the application by a Controlled Group member for a waiver from
the minimum  funding  requirements of Code Section 412 or ERISA Section 302 or a
Controlled  Group  member is required  to provide  security  under Code  Section
401(a)(29) or ERISA Section 307; (d) the  occurrence of a Reportable  Event with
respect to any Pension Plan as to which notice is required to be provided to the
PBGC; (e) the withdrawal by a Controlled Group member from a Multiemployer  Plan
in a "complete  withdrawal" or a "partial withdrawal" (as such terms are defined
in ERISA  Sections  4203 and 4205,  respectively);  (f) the  involvement  of, or
occurrence  or  existence  of any  event or  condition  that  makes  likely  the
involvement of, a Multiemployer Plan in any  reorganization  under ERISA Section
4241;  (g) the failure of an ERISA Plan (and any related trust) that is intended
to be  qualified  under  Code  Sections  401 and 501 to be so  qualified  or the
failure of any "cash or deferred  arrangement" under any such ERISA Plan to meet
the requirements of Code Section 401(k); (h) the taking by the PBGC of any steps
to terminate a Pension Plan or appoint a trustee to  administer a Pension  Plan,
or the taking by a  Controlled  Group member of any steps to terminate a Pension
Plan;  (i) the failure by a Controlled  Group member or an ERISA Plan to satisfy
any  requirements  of law  applicable  to an ERISA Plan;  (j) the  commencement,
existence or threatening of a claim,  action,  suit, audit or investigation with
respect to an ERISA Plan,  other than a routine claim for  benefits;  or (k) any
occurrence by or any expectation of the incurrence by a Controlled  Group member
of any liability for post-retirement benefits under any Welfare Plan, other than
as required by ERISA Section 601, et. seq. or Code Section 4980B.

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

         "Existing  Credit  Agreement"  shall  mean the Credit  Agreement  among
Borrower,  the banks party thereto, and KeyBank National  Association,  as agent
for the banks,  dated as of August  14,  1997,  as amended  and as the same may,
subject to the terms hereof,  from time to time be further amended,  restated or
otherwise modified.

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

         "Existing  Credit  Agreement Bank" shall mean a Bank, as defined in the
Existing Credit Agreement, and its successors and assigns.

         "Event of Default" shall mean an event or condition that constitutes an
event of default as defined in Article VI hereof.

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


<PAGE>

         "Fee Reserve"  shall mean an amount  determined  by Agent,  in its sole
discretion, as necessary or appropriate in order to cover Related Expenses.

         "Financial  Covenant  Amendment"  shall have the meaning  given to such
term in Section 4.7 hereof.

         "Financial  Officer"  shall mean any of the following  officers:  chief
executive  officer,  president,  chief  financial  officer or treasurer.  Unless
otherwise  qualified,  all  references to a Financial  Officer in this Agreement
shall refer to a Financial Officer of Borrower.

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

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

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

         "Guarantor  of Payment"  shall mean each of the  Companies set forth on
Schedule 2 hereof, that are each executing and delivering a Guaranty of Payment,
or any other Person that shall deliver a Guaranty of Payment to Agent subsequent
to the Closing Date.

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

         "Indebtedness"  shall  mean,  for any Company  (excluding  in all cases
trade  payables  payable in the  ordinary  course of business by such  Company),
without  duplication,  (a) all  obligations to repay borrowed  money,  direct or
indirect, incurred, assumed, or guaranteed, (b) all obligations for the deferred
purchase price of capital assets, (c) all obligations under conditional sales or
other title retention agreements,  (d) all obligations (contingent or otherwise)
under any  letter of  credit,  banker's  acceptance,  currency  swap  agreement,
interest  rate swap,  cap,  collar or floor  agreement  or other  interest  rate
management device, (e) all synthetic leases, (f) all lease obligations that have
been or should be  capitalized  on the books of such Company in accordance  with
GAAP, (g) all  obligations of such Company with respect to asset  securitization
financing  programs to the extent that there is recourse against such Company or
such Company is liable (contingent or otherwise) under any such program, (h) all
obligations  to advance  funds to, or to purchase  assets,  property or services
from,  any other  Person in order to maintain  the  financial  condition of such
Person,  and (i) any  other  transaction  (including  forward  sale or  purchase
agreements) having the commercial effect of a borrowing of money entered into by
such Company to finance its operations or capital requirements.


<PAGE>

         "Level I  Availability"  shall have the  meaning  given to such term in
Section 2.3(a) hereof.

         "Level II  Availability"  shall have the meaning  given to such term in
Section 2.3(b) hereof.

         "Level II Availability  Conditions" shall mean (a) delivery by Borrower
to Agent, the Banks and the Noteholders of the Borrower  Thirteen Week Forecast,
(b)  delivery  to Agent,  the Banks and the  Noteholders  of the  Thirteen  Week
Forecast  Review and  Assessment  Report,  and (c)  completion  by Agent (or its
affiliates  or  representatives,  as the case may be) of the Asset Based Lending
Examination,  with the results of such audit to be satisfactory to Agent and the
Required Banks, in their sole discretion.

         "Level III  Availability"  shall have the meaning given to such term in
Section 2.3(c) hereof.

         "Level III Availability  Conditions" shall mean (a) Borrower shall have
demonstrated, in the opinion of Agent, the ability to deliver, on a weekly basis
in accordance with Section 4.3(a) hereof, a Borrowing Base Certificate,  in form
and substance  satisfactory to Agent and the Required Banks,  (b) the completion
of the M&E Appraisal,  with the results of such M&E Appraisal to be satisfactory
to  Agent  and  the  Required   Banks,  in  their  sole   discretion,   (c)  the
implementation  of a cash collateral  system that provides for daily application
of the proceeds of the accounts receivable of the Companies to the Debt, and (c)
establishment  of  financial   covenants  pursuant  to  the  Financial  Covenant
Amendment.

         "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.

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

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

         "Lockbox"  shall mean a post office box located in Cleveland,  Ohio, or
any other  location as Agent shall  request,  pursuant to which Agent shall have
access in accordance with the provisions of the Lockbox Agreement.


<PAGE>

         "Lockbox  Agreement" shall mean Agent's  customary lockbox agreement or
any other such agreement in form and substance satisfactory to Agent.

         "M&E  Appraisal"  shall  mean  appraisals,  conducted  by such firms or
consultants  as are  acceptable to Agent and the Required  Banks,  in their sole
discretion,  of the machinery  and  equipment of Borrower and each  Guarantor of
Payment,  which  appraisals  shall include,  among other things,  both a "forced
liquidation  value" and an "orderly  liquidation  value" for such  machinery and
equipment.

         "Material  Adverse Effect" shall mean a material  adverse effect on (a)
the  business,  operations,  property,  condition  (financial  or  otherwise) or
prospects of any Company,  (b) the  business,  operations,  property,  condition
(financial or otherwise) or prospects of Borrower and its Subsidiaries  taken as
a whole, or (c) the validity or  enforceability  of this Agreement or any of the
other Loan Documents or the rights and remedies of Agent or the Banks  hereunder
or thereunder.

         "Maximum  Amount"  shall  mean,  for each  Bank,  the  amount set forth
opposite such Bank's name under the column headed "Maximum  Amount" as listed on
Schedule 1 hereto.

         "Maximum   Revolving   Amount"   shall  mean  (a)  while  the  Level  I
Availability is in effect, Fifteen Million Dollars ($15,000,000),  (b) while the
Level II Availability in effect, Thirty Million Dollars  ($30,000,000),  and (c)
while the Level III  Availability  is in  effect,  Thirty-Five  Million  Dollars
($35,000,000).

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

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

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

         "Note"  shall  mean each  Revolving  Credit  Note,  or any  other  note
delivered pursuant to this Agreement.

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


<PAGE>

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

         "Notice  of  Loan"  shall  mean a  Notice  of Loan  in the  form of the
attached Exhibit B.

         "Obligor" shall mean (a) a Person whose credit or any of whose property
is pledged to the  payment of the Debt and  includes,  without  limitation,  any
Guarantor, and (b) any signatory to a Related Writing.

         "Organizational  Documents"  shall  mean,  with  respect  to any Person
(other  than  an   individual),   such  Person's   Articles   (Certificate)   of
Incorporation,  or equivalent formation documents,  and Regulations (Bylaws), or
equivalent governing documents, and any amendments to any of the foregoing.

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

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

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

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

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

         "Proceeds"  shall mean  Proceeds,  as  defined in each of the  Security
Agreements executed by Borrower and each Guarantor of Payment.

         "Related  Expenses"  shall  mean  any and all  costs,  liabilities  and
expenses (including,  without limitation,  losses, damages,  penalties,  claims,
actions,   reasonable  attorneys'  fees  (both  in-house  and  outside  retained
counsel),  legal  expenses,  judgments,  suits and  disbursements)  incurred by,
imposed upon, or asserted against, Agent or any Bank in any attempt by Agent and
the Banks (a) to obtain,  preserve,  perfect or enforce  any  security  interest
evidenced  by this  Agreement  or any Related  Writing;  (b) to obtain  payment,
performance or observance of any and all of the Debt;  (c) to maintain,  insure,
audit, collect, preserve, repossess or dispose of any of the collateral securing
the Debt or any thereof, including,  without limitation,  costs and expenses for
appraisals,  assessments, Asset Based Lending Field Examination or audits of any
Borrower or any such  collateral;  and (d)  incidental or related to (a) through
(c) above,  including,  without  limitation,  interest  thereupon  from the date
incurred, imposed or asserted until paid at the Default Rate.


<PAGE>

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

         "Reportable  Event"  shall  mean a  reportable  event  as that  term is
defined in Title IV of ERISA,  except  actions of general  applicability  by the
Secretary of Labor under Section 110 of such Act.

         "Required  Banks"  shall  mean the  holders of at least  sixty-six  and
two-thirds  percent (66 2/3%) of the Maximum Revolving  Amount,  or, if there is
any  borrowing  hereunder,  the  holders of at least  sixty-six  and  two-thirds
percent (66 2/3%) of the aggregate principal amount outstanding under the Notes.

         "Restricted  Payment" shall mean, with respect to any Company,  (a) any
Capital  Distribution,  (b) any Stock  Repurchase,  as defined  in the  Existing
Credit  Agreement,  or (c)  any  amount  paid  by  such  Company  in  repayment,
redemption,  retirement,  repurchase,  direct or indirect,  of any  Subordinated
Indebtedness,  including, but not limited to, the Indebtedness incurred pursuant
to the Existing Credit Agreement,  the Note Agreements or in respect of the Line
of Credit Obligations, as defined in the Existing Credit Agreement.

         "Revolving Credit  Commitment"  shall mean the obligation  hereunder of
the Banks,  during the  Commitment  Period,  to make  Revolving  Loans up to the
amounts determined in accordance with Section 2.2 hereof.

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

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

         "SEC" shall mean the United States Securities and Exchange  Commission,
or any governmental body or agency succeeding to any of its principal functions.

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


<PAGE>

         "Security Documents" shall mean each Security Agreement, each Mortgage,
each Pledge Agreement,  each Collateral Assignment and Security Agreement,  each
U.C.C.  financing  statement  executed in  connection  therewith or securing any
interest  created in any of the  foregoing  documents,  and any other  documents
relating to any of the foregoing,  as any of the foregoing may from time to time
be amended, restated or otherwise modified or replaced.

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

         "Subordination  Agreement"  shall  mean the  Subordination,  Waiver and
Consent  Agreement,  dated as of the Closing Date,  among Agent,  the Banks, the
Existing Credit  Agreement  Banks,  the Existing  Credit  Agreement  Agent,  the
Noteholders,  the Line of Credit  Lenders,  as  defined in the  Existing  Credit
Agreement,  and  the  Collateral  Agent(  as  defined  in  the  Existing  Credit
Agreement)  as the same may from time to time be amended,  restated or otherwise
modified.

         "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.

         "Thirteen  Week  Forecast  Review and  Assessment  Report" shall mean a
detailed  written  review,  analysis and assessment by the Turnaround  Financial
Consultant  selected by Agent and the Banks pursuant to Section 3.1(k) hereof of
the  Borrower  Thirteen  Week  Forecast,  with the  results of such report to be
satisfactory to Agent and the Required Banks, in their sole discretion.

          "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.

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


<PAGE>

         "Wholly-Owned  Subsidiary" shall mean, with respect to any Person,  any
corporation, limited liability company or other entity, all of the securities or
other  ownership  interest  of which  having  ordinary  voting  power to elect a
majority  of the  board  of  directors,  or  other  persons  performing  similar
functions, are at the time directly or indirectly owned by such Person.

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

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


                     ARTICLE II. AMOUNT AND TERMS OF CREDIT

         Section  2.1.  Amount and  Nature of  Credit.  Subject to the terms and
conditions of this  Agreement,  during the  Commitment  Period,  each Bank shall
participate,  to the extent hereinafter  provided,  in making Revolving Loans to
Borrower,  in such aggregate  amount as Borrower shall from time to time request
pursuant  to the  Commitments;  provided,  however,  that in no event  shall the
aggregate  principal  amount  of all  Revolving  Loans  outstanding  under  this
Agreement be in excess of the Revolving Credit  Commitment.  The Revolving Loans
shall mature on the last day of the Commitment Period.

         Each Bank, for itself and not one for any other,  agrees to participate
in Revolving  Loans made hereunder  during the  Commitment  Period on such basis
that  (a)  immediately  after  the  completion  of  any  borrowing  by  Borrower
hereunder,  the aggregate  principal amount then outstanding on the Notes issued
to such Bank shall not be in excess of the Maximum Amount for such Bank, and (b)
such  aggregate  principal  amount  outstanding on the Notes issued to such Bank
shall  represent  that  percentage  of  the  aggregate   principal  amount  then
outstanding  on all Notes  (including  the Notes held by such Bank) that is such
Bank's Commitment  Percentage.  Each borrowing from the Banks hereunder shall be
made pro rata according to the respective Commitment Percentages of the Banks.

         Borrower shall pay interest on the unpaid principal amount of Revolving
Loans  outstanding  from time to time from the date  thereof  until  paid at the
Derived Base Rate from time to time in effect.  Interest on such Revolving Loans
shall be payable, commencing on July 1, 2001, and on the first day of each month
thereafter and at the maturity thereof.

         The  obligation of Borrower to repay the  Revolving  Loans made by each
Bank and to pay interest  thereon shall be evidenced by a Revolving  Credit Note
of Borrower  in the form of Exhibit A hereto,  payable to the order of such Bank
in the maximum  amount of its  Commitment,  or, if less,  the  aggregate  unpaid
principal amount of Revolving Loans made hereunder by such Bank.  Subject to the
provisions of this Agreement,  Borrower shall be entitled to borrow funds, repay
(in accordance  with the  requirements of Section 2.10 hereof) the same in whole
or in part and re-borrow  hereunder at any time and from time to time during the
Commitment  Period up to the amounts  determined in accordance  with Section 2.2
hereof.


<PAGE>

         Section 2.2.  Amount of  Revolving  Credit  Commitment.  Subject to the
other terms and conditions of this Agreement, the amount of the Revolving Credit
Commitment  in effect at any time shall be the amount  determined  in accordance
with the following provisions:

         (a) Level I  Availability.  For the period from the Closing  Date until
the date upon which Borrower shall have satisfied,  in the sole opinion of Agent
and the Required  Banks,  the Level II  Availability  Conditions  (the "Level II
Availability  Date"),  the  Revolving  Credit  Commitment  shall be equal to (i)
Fifteen  Million  Dollars  ($15,000,000)  (or  such  lesser  amount  as shall be
determined in accordance  with Section 2.6 hereof) minus (ii) the Fee Reserve in
effect from time to time (the foregoing being referred to herein as the "Level I
Availability").

         (b) Level II Availability.  On and after the Level II Availability Date
until the date upon which Borrower shall have satisfied,  in the sole opinion of
Agent and the Required Banks, the Level III Availability  Conditions (the "Level
III  Availability  Date"),  the Revolving  Credit  Commitment shall be an amount
equal to (i) the lesser of (A) Thirty  Million  Dollars  ($30,000,000)  (or such
lesser amount as shall be  determined in accordance  with Section 2.6 hereof) or
(B) eighty percent (80%) of the Current Asset  Borrowing Base minus (ii) the Fee
Reserve in effect from time to time (the  foregoing  being referred to herein as
the "Level II Availability").

         (c) Level  III  Availability.  On and after the Level III  Availability
Date, the Revolving Credit Commitment shall be an amount equal to (i) the lesser
of (A) Thirty-Five Million Dollars ($35,000,000) (or such lesser amount as shall
be determined in accordance  with Section 2.6 hereof) or (B) the Borrowing Base,
minus (ii) the Fee  Reserve  in effect  from time to time (the  foregoing  being
referred to herein as the "Level III Availability").

         (d) Changes in Revolving Credit Commitment.  No change in the amount of
the  Revolving  Credit  Commitment  shall be  effective  unless Agent shall have
confirmed in writing to  Borrower,  with a copy to each of the Banks and to each
of  the  Noteholders  ,  that  such  change  is  effective.   In  addition,  the
determination  as to whether or not any of the foregoing  conditions  shall have
been  satisfied  by  Borrower  shall be in the  sole  opinion  of Agent  and the
Required Banks.

     Section 2.3.  Conditions  to Loans.  The  obligation of the Banks to make a
Loan is conditioned upon:

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

         (b) receipt by Agent of a Notice of Loan, such notice to be received by
11:00 A.M. (Cleveland, Ohio time) on the proposed date of borrowing. Agent shall
notify each Bank of the date, amount and initial Interest Period (if applicable)
promptly  upon the  receipt of such  notice,  and,  in any  event,  by 2:00 P.M.
(Cleveland,  Ohio time) on the date such  notice is  received.  On the date such
Loan is to be made,  each Bank  shall  provide  Agent,  not later than 3:00 P.M.
(Cleveland,  Ohio  time),  with the  amount  in  federal  or  other  immediately
available funds, required of it. If Agent elects to advance the proceeds of such
Loan prior to receiving funds from such Bank,  Agent shall have the right,  upon
prior notice to Borrower,  to debit any account of Borrower or otherwise receive
from  Borrower,  on demand,  such  amount,  in the event that such Bank fails to
reimburse  Agent in accordance with this  subsection.  Agent shall also have the
right to receive  interest from such Bank at the Federal Funds Effective Rate in
the event that such Bank shall  fail to provide  its  portion of the Loan on the
date requested and Agent elects to provide such funds;


<PAGE>

         (c)  Borrower's  request  for a Loan  shall be in an amount of not less
than Five Hundred  Thousand Dollars  ($500,000),  increased by increments of One
Hundred Thousand Dollars ($100,000);

     (d) the fact  that no  Default  or Event of  Default  shall  then  exist or
immediately after the making of the Loan would exist; and

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

         Each  request by Borrower for the making of a Loan  hereunder  shall be
deemed to be a  representation  and  warranty by Borrower as of the date of such
request as to the facts specified in (d) and (e) above.

         Section 2.4.      Payment on Notes, Etc.
                           ---------------------

         (a) All payments of principal, interest and other fees shall be made to
Agent in immediately available funds for the account of the Banks. Agent, on the
same Business Day, shall distribute to each Bank its ratable share of the amount
of principal,  interest,  and  commitment  and other fees received by it for the
account of such Bank.  Each Bank shall  record (i) any  principal,  interest  or
other payment,  and (ii) the principal  amount of the Loans and all  prepayments
thereof and the applicable  dates with respect  thereto,  by such method as such
Bank may  generally  employ;  provided,  however,  that failure to make any such
entry shall in no way detract from Borrower's  obligations  under each Note. The
aggregate  unpaid  amount of Loans set forth on the  records  of Agent  shall be
rebuttably  presumptive  evidence of the principal and interest owing and unpaid
on each Note.

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


<PAGE>

         (c)  Whenever  any  payment to be made  hereunder,  including,  without
limitation,  any payment to be made on any Note,  shall be stated to be due on a
day  that is not a  Business  Day,  such  payment  shall  be  made  on the  next
succeeding  Business  Day and  such  extension  of time  shall  in each  case be
included in the computation of the interest payable on such Note.

         Section 2.5.  Prepayment.  Borrower shall have the right at any time or
from time to time to prepay,  on a pro rata  basis for all of the Banks,  all or
any part of the principal amount of the Notes then outstanding, as designated by
Borrower,  plus  interest  accrued  on the amount so prepaid to the date of such
prepayment.  Each prepayment shall be in an amount of not less than Five Hundred
Thousand  Dollars  ($500,000),  increased by increments of Five Hundred Thousand
Dollars  ($500,000).  Borrower shall give Agent notice of prepayment of any Loan
by not later than 11:00 A.M.  (Cleveland,  Ohio time) on the  Business  Day such
prepayment is to be made.  Prepayments  of Loans shall be without any premium or
penalty.

         Section 2.6. Reduction of Commitment.  Borrower may at any time or from
time to time permanently reduce in whole or ratably in part the Revolving Credit
Commitment  hereunder  to an amount  not less than the then  existing  aggregate
principal amount of the Loans then  outstanding,  by giving Agent not fewer than
five (5) Business Days' notice of such reduction, provided that any such partial
reduction  shall be in an aggregate  amount,  for all of the Banks,  of not less
than One Million Dollars  ($1,000,000),  increased by increments of Five Hundred
Thousand  Dollars  ($500,000).  Agent shall  promptly  notify each Bank and each
Noteholder  of the date of each such  reduction  and such  Bank's  proportionate
share thereof. If Borrower reduces in whole the Revolving Credit Commitment,  on
the effective date of such reduction (Borrower having prepaid in full the unpaid
principal  balance,  if any, of the Notes,  together with all interest and other
fees accrued and unpaid, as well as all Related Expenses charged or incurred and
unpaid),  all of the Notes shall be  delivered to Agent  marked  "Canceled"  and
Agent shall  redeliver  such Notes to  Borrower.  Any partial  reduction  in the
Revolving  Credit  Commitment  shall be  effective  during the  remainder of the
Commitment Period.

         Section 2.7.      Fees.  Borrower agrees to pay the following fees:
                           ----

     (a)  on the Closing  Date,  Borrower  shall pay to Agent,  for the pro rata
          benefit  of  the  Banks,  as  a  consideration   for  the  Commitments
          hereunder, the closing fee set forth in Section 3.1(h) hereof;

                  (b) if the Maximum  Revolving Amount is increased  pursuant to
         Section  2.2(b)  hereof,  on the date of each such  increase,  Borrower
         shall pay a fee, for the pro rata  benefit of the Banks,  in the amount
         of two hundred  (200) basis  points  times the  difference  between the
         Maximum  Revolving  Amount  prior  to  the  increase  and  the  Maximum
         Revolving Amount subsequent to the increase;


<PAGE>

                  (c) if the Maximum  Revolving Amount is increased  pursuant to
         Section  2.2(c)  hereof,  on the date of each such  increase,  Borrower
         shall pay a fee, for the pro rata  benefit of the Banks,  in the amount
         of two hundred  (200) basis  points  times the  difference  between the
         Maximum  Revolving  Amount  prior  to  the  increase  and  the  Maximum
         Revolving Amount subsequent to the increase;

                  (d) a weekly fee shall  accrue for the pro rata benefit of the
         Banks in the amount of One Hundred Thousand Dollars ($100,000) per week
         for the period from and including April 30, 2001 through June 24, 2001,
         when  all such  fees  shall be paid by  Borrower.  Notwithstanding  the
         foregoing,  so long as no event shall have  occurred  prior to June 24,
         2001, that might, in the opinion of Agent,  result in the  invalidation
         or avoidance of the Liens of the Existing Credit Agreement Banks,  then
         the fees set forth in this  subpart  (d) shall be waived by the  Banks;
         and

     (e)  all of the fees set forth in the Agent Fee Letter between Borrower and
          Agent dated as of the Closing Date.

         Section 2.8.  Computation of Interest and Fees; Default Rate.  Interest
on Loans and other fees and charges  hereunder shall be computed on the basis of
a year  having  three  hundred  sixty (360) days and  calculated  for the actual
number of days elapsed. Anything herein to the contrary  notwithstanding,  if an
Event of Default  shall  occur  hereunder,  the  principal  of each Note and the
unpaid interest thereon shall bear interest, until paid, at the Default Rate. In
no event shall the rate of interest  hereunder exceed the maximum rate allowable
by law.

         Section 2.9. Mandatory Payment.  If the sum of the aggregate  principal
amount of all Loans  outstanding  shall exceed the Revolving Credit  Commitment,
Borrower shall, as promptly as practicable,  but in no event later than the next
Business Day, prepay an aggregate  principal  amount of the Loans  sufficient to
bring the aggregate  outstanding  principal  amount of all such Loans within the
Revolving  Credit  Commitment.  In addition,  Agent shall have the right, at any
time or from time to time,  without  notice of any kind to Borrower to apply any
funds held in any Cash Collateral Account in accordance with Section 2.10 hereof
to prepay Loans sufficient to bring the aggregate  outstanding  principal amount
of all such Loans within the Revolving Credit Commitment.

         Section 2.10.     Proceeds of Accounts and Inventory; Lockbox.
                           -------------------------------------------

         (a)  Maintenance  of Lockbox.  Borrower  and each  Guarantor of Payment
shall  establish  such  Lockboxes as Agent shall require and shall notify (which
notice  shall  be in  form  and  substance  satisfactory  to  Agent)  all of its
customers  and  Account  Debtors to forward  all  payments  with  respect to any
Account and all other  Proceeds due to Borrower or such  Guarantor of Payment to
the appropriate Lockbox or Cash Collateral Account, as the case may be. Borrower
and each  Guarantor of Payment  shall  deposit all  Proceeds,  including but not
limited to, all collections,  with respect to Accounts, in the identical form in
which such  Proceeds  were  received  (except for any  necessary  endorsements),
whether by cash or check,  into the appropriate Cash Collateral  Account.  Agent
shall at all times have sole access to each Lockbox. Borrower and each Guarantor
of Payment  shall take all action  necessary to grant Agent such  access.  At no
time shall  Borrower or any Guarantor of Payment  remove any item from a Lockbox
without the prior written consent of Agent.  Neither  Borrower nor any Guarantor
of Payment  shall  instruct  any Account  Debtor to pay any Account to any place
other than a Lockbox or Cash Collateral Account.  Borrower and each Guarantor of
Payment hereby grant to Agent an irrevocable power of attorney,  coupled with an
interest,  to take,  in the name of Borrower or such  Guarantor of Payment,  all
action  necessary to (i) grant Agent sole access to each  Lockbox,  (ii) contact
Account Debtors to pay Accounts to a Lockbox,  and (iii) endorse  collections or
other items delivered to a Lockbox for deposit in a Cash Collateral Account.


<PAGE>

         (b) Receipt in Trust. Any Proceeds received directly by Borrower or any
Guarantor of Payment shall be deemed to be held by Borrower or such Guarantor of
Payment in trust for Agent,  for the  benefit  of the  Banks.  Borrower  or such
Guarantor  of  Payment  shall  immediately  deposit  any such  Proceeds,  in its
original  form,  into the  appropriate  Cash  Collateral  Account.  Pending such
deposit,  Borrower  and  each  Guarantor  of  Payment  agrees  that it will  not
commingle any such  collection  with any other funds or property,  but will hold
all such  Proceeds  separate  and  apart  therefrom  in trust  for  Agent  until
deposited in the appropriate Cash Collateral Account.

         (c) Cash  Collateral  Accounts.  In  accordance  with the  terms of the
Lockbox  Agreement,  all  Proceeds  and  other  funds in each  Lockbox  shall be
immediately  transferred to the appropriate  Cash Collateral  Account on a daily
basis. All Proceeds and funds in the Cash Collateral  Account shall be deemed to
be the property of Agent,  for the benefit of the Banks.  No Company  shall have
any interest  therein or control over such Proceeds or funds.  Borrower and each
Guarantor  of Payment  shall  grant to Agent,  for the  benefit of the Banks,  a
security interest in all Proceeds and funds held in each Lockbox pursuant to the
Security Agreement to which each is a party. No Cash Collateral Account shall be
subject to any deduction,  set-off, banker's lien or any other right in favor of
any Person other than Agent or such other  Persons to which Agent shall  consent
in writing.

         (d) Application of Deposits to the Debt.  Unless otherwise agreed to by
Borrower,  Agent  and the  Required  Banks,  all  Proceeds  held  in  each  Cash
Collateral  Account shall be applied by Agent to payment of the Debt, in Agent's
sole discretion.

         (e) Cost of Collection.  All costs of collection of the Accounts and of
any  other  Proceeds,  including  out-of-pocket  expenses,   administrative  and
record-keeping  costs,  reasonable  attorney's fees, and all service charges and
costs  related  to the  establishment  and  maintenance  of any  Lockbox or Cash
Collateral Account, shall be the sole responsibility of Borrower.  Agent, in its
sole  discretion,  may charge  Borrower for such costs and fees,  or deduct such
costs and fees from any  account  maintained  by Borrower  or any  Guarantor  of
Payment, and such costs and expenses shall constitute part of the Debt. Borrower
shall  indemnify and hold Agent and the Banks harmless from and against any loss
or damage with respect to any item of Proceeds  deposited in any Cash Collateral
Account that is dishonored  or returned for any reason.  If any item of Proceeds
deposited in any Cash Collateral  Account shall be dishonored or returned unpaid
for any reason,  Agent,  in its sole  discretion,  may charge the amount of such
dishonored or returned item directly against Borrower or any account  maintained
by Borrower or any  Guarantor  of Payment with Agent or any Bank and such amount
shall be deemed to be part of the Debt.  Agent  shall not be liable for any loss
or damage resulting from any error, omission,  failure or negligence on the part
of Agent under this Agreement,  except losses or damages  resulting from Agent's
gross  negligence or willful  misconduct as determined by a final  judgment of a
court of competent  jurisdiction  or settled by the parties in writing without a
judgment.



<PAGE>

                        ARTICLE III. CONDITIONS PRECEDENT

         Section 3.1  Conditions  Precedent to the First Loan. The obligation of
the Banks to make the first Loan is subject to Borrower  satisfying  each of the
following conditions:

     (a)  Notes.  Borrower  shall have  executed and  delivered to each Bank its
          Revolving Credit ----- Note.

                  (b)  Guaranties of Payment of Debt.  Each Guarantor of Payment
         shall have  executed  and  delivered  to Agent,  for the benefit of the
         Banks,  a Guaranty  of Payment in form and  substance  satisfactory  to
         Agent and the Required Banks.

                  (c) Security Documents. Borrower and each Guarantor of Payment
         shall have  executed  and  delivered  to Agent,  for the benefit of the
         Banks, a Security Agreement, Pledge Agreement and Collateral Assignment
         and Security  Agreement,  each of which shall be in form and  substance
         satisfactory to Agent and the Required Banks.

     (d)  Subordination  Agreement.  The Subordination Agreement shall have been
          executed by each of the parties thereto and
          shall be in form and substance satisfactory to Agent and the Banks.

                  (e) Mortgages.  Upon request of Agent  whenever made,  execute
         and  deliver,  and cause each  Guarantor  of  Payment  to  execute  and
         deliver,  as  appropriate,  to Agent,  for the benefit of the Banks,  a
         Mortgage, in form and substance  satisfactory to Agent and the Required
         Banks, with respect to each parcel of Mortgaged Real Property, together
         with such other items with respect to the  Mortgaged  Real  Property as
         Agent and the Required Banks shall require.

                  (f)   Officer's   Certificate,   Resolutions,   Organizational
         Documents.  Borrower and each Guarantor of Payment shall have delivered
         to Agent an officer's certificate  certifying the names of the officers
         of  Borrower  or  such  Guarantor  of  Payment,  as the  case  may  be,
         authorized  to  sign  the  Loan  Documents,   together  with  the  true
         signatures of such officers and certified copies of (i) the resolutions
         of the board of  directors  of Borrower  and each  Guarantor of Payment
         evidencing approval of the execution and delivery of the Loan Documents
         and the execution of other Related  Writings to which  Borrower or such
         Guarantor  of  Payment,  as the case may be,  is a party,  and (ii) the
         Organizational Documents of Borrower and each Guarantor of Payment.

     (g)  Legal  Opinion.  Borrower  shall have delivered to Agent an opinion of
          counsel for Borrower and each Guarantor of Payment, in
          form and substance satisfactory to Agent and the Required Banks.


<PAGE>

                  (h) Closing and Legal Fees. Borrower shall have paid to Agent,
         for the pro rata  benefit of the Banks,  a closing fee in the amount of
         two hundred  (200) basis points times the Maximum  Revolving  Amount in
         effect  on the  Closing  Date and shall  have  paid all legal  fees and
         expenses of Agent in connection with the preparation and negotiation of
         the Loan Documents.

                  (i) Collateral  Audit and  Appraisals.  An Asset Based Lending
         Field  Examination  and appraisals of the personal and real property of
         the  Companies  shall have been  commenced by such Persons as Agent and
         the  Required  Banks shall  approve in their  discretion,  the fees and
         expenses of which shall be paid by Borrower.

     (j)  Turnaround  Manager.  Borrower  shall  have  selected  and  retained a
          Turnaround Management Firm acceptable to Agent and
          the  Required  Banks,  the fees and expenses of which shall be paid by
          Borrower.

     (k)  Financial  Consultant.  Agent  and the Banks  shall  have  retained  a
          Turnaround Financial  Consultant  acceptable to
          Agent and the Required Banks, whose fees shall be paid by Borrower.

                  (l) Insurance  Certificate.  Borrower  shall have delivered to
         Agent  evidence  of  insurance  on  ACORD  27  form,  with  a  standard
         mortgagee's  endorsement  in favor of  Agent,  for the  benefit  of the
         Banks,  and otherwise  satisfactory to Agent, of adequate  personal and
         real  property  and  liability  insurance of each  Company,  with Agent
         listed as loss payee and additional insured.

     (m)  Financing Statements.  With respect to the property owned or leased by
          Borrower and each Guarantor of Payment, Borrower
          shall  have  caused  to  be  delivered  to  Agent,  U.C.C.   financing
          statements satisfactory to Agent.

     (n)  No Material Adverse Change. No material adverse change, in the opinion
          of  Agent,  shall  have  occurred  in  the
          financial  condition,  operations or prospects of the Companies  since
          March 4, 2001.

     (o)  Sixth  Amendment.  The  Existing  Credit  Agreement  Banks  shall have
          executed  a Sixth  Amendment  Agreement  in form and
          substance satisfactory to Agent and the Banks.

     (p)  CTC Forbearance  Agreement.  The CTC Forbearance  Agreement shall have
          been executed and delivered by the parties
          thereto.


                  (q) Borrower  Thirteen Week  Forecast.  On or before April 30,
         2001,  Agent and the Banks shall have  received the  Borrower  Thirteen
         Week  Forecast  and on or before the  Closing  Date Agent and the Banks
         shall have received the Thirteen Week  Forecast  Review and  Assessment
         Report.


<PAGE>

                  (r)  Miscellaneous.  Borrower shall have provided to Agent and
         the Banks  such  other  items  and  shall  have  satisfied  such  other
         conditions as may be reasonably required by Agent or the Banks.

         Section 3.2  Conditions  Subsequent to Closing.  The  obligation of the
Banks to continue to make Loans  subsequent to the Closing Date shall be subject
to Borrower  satisfying  each of the following  conditions on the date specified
below:

                  (a) Good  Standing  Certificates.  Within ten (10) days of the
         Closing  Date,  Borrower  shall  have  delivered  to each  Agent a good
         standing certificate for Borrower and each Guarantor of Payment, issued
         on or about the Closing  Date (or within ten (10) days  thereof) by the
         Secretary of State in the state(s)  where Borrower or such Guarantor of
         Payment is incorporated or qualified as a foreign corporation.

                  (b) Lien  Searches.  Within  fourteen (14) days of the Closing
         Date, with respect to the property owned or leased by Borrower and each
         Guarantor  of Payment,  Borrower  shall have caused to be  delivered to
         each Bank (i) the  results of U.C.C.  lien  searches,  satisfactory  to
         Agent and the Required Banks; (ii) the results of federal and state tax
         lien and judicial lien searches, satisfactory to Agent and the Required
         Banks; and (ii) U.C.C. termination statements reflecting termination of
         all  financing  statements  previously  filed  by any  party  having  a
         security  interest in any part of any  property  securing  the Debt and
         whose Lien is not permitted pursuant to Section 4.9 hereof.

     (c)  Borrower  Business  Plan.  On or  before  June 29,  2001,  Agent,  the
          Noteholders and the Banks shall have received
          the Borrower Business Plan.

                  (d) Financial  Consultant Review of Borrower Business Plan. On
         or before July 10, 2001, the  Turnaround  Management  Firm,  shall have
         delivered  to  Agent,  the  Noteholders  and  the  Banks a  review  and
         assessment of the  reasonableness  of the Borrower  Business Plan, with
         the results of such review and assessment to be  satisfactory  to Agent
         and the Required Banks.

     (e)  Real   Property.   Within  sixty  (60)  days  of  the  Closing   Date,


                           (i) with respect to each Mortgaged Real Property,  or
                  such thereof as Agent and the Required  Banks may require,  at
                  Borrower's cost and expense, a Loan Policy of title insurance,
                  ALTA 1970 Form B (amended  10/17/70 and 10/17/84) (unless such
                  form is  unavailable in any  particular  state,  in which case
                  Borrower  shall  provide  such other form of a Loan  Policy of
                  title  insurance as may reasonably  requested by Agent and the
                  Required  Banks)  issued by a title  company  satisfactory  to
                  Agent  and  the  Required  Banks   (collectively,   the  "Loan
                  Policies"  and  individually,  a "Loan  Policy")  in an amount
                  equal to the fair market value of such Mortgaged Real Property
                  insuring  each  Mortgage to be a valid first  priority Lien on
                  such Mortgaged  Real  Property,  free and clear of all defects
                  and  encumbrances  except such  matters of record as permitted
                  pursuant  to  this  Agreement,   with  such  endorsements  and
                  affirmative  insurance as Agent and the Required Banks, in its
                  reasonable  discretion,  may  require;  each such Loan  Policy
                  required  pursuant to this  subpart (i) shall have any and all
                  exceptions relating to a survey removed therefrom;


<PAGE>

                           (ii)  Borrower  shall provide to Agent and the Banks,
                  with respect to each Mortgaged Real Property,  or such thereof
                  as  Agent  may  require,   at  Borrower's  cost  and  expense,
                  environmental  reports or studies  prepared  by  environmental
                  engineering  firms  acceptable to Agent and the Required Banks
                  (the "Reports"),  which Reports shall be in form acceptable to
                  Agent and the Required Banks, in their sole discretion; and

                           (iii) Borrower shall provide to Agent with respect to
                  each Mortgaged Real Property, or such thereof as Agent and the
                  Required  Banks may require,  at Borrower's  cost and expense,
                  (i) a current  (certified  not more than sixty (60) days prior
                  to the date of such  request)  "as-built"  survey  of the such
                  Mortgaged  Real  Property,  prepared  by a  licensed  surveyor
                  acceptable  to Agent  and the  Required  Banks,  certified  to
                  Agent,  the  Collateral  Agent  and the  Banks  and the  title
                  company pursuant to certificate of survey  acceptable to Agent
                  and the  Required  Banks;  such  survey  shall  be in form and
                  substance acceptable to Agent and the Required Banks, in their
                  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
                  Agent and the Required  Banks of compliance  with all building
                  and zoning codes  applicable to the Mortgaged  Real  Property,
                  (iv)  evidence of the  availability  and adequacy of utilities
                  for the buildings located on the Mortgaged Real Property;  and
                  (v) evidence,  satisfactory  to Agent and the Required  Banks,
                  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 IV. COVENANTS

         Borrower agrees that, so long as the  Commitments  remain in effect and
thereafter  until all of the Debt shall have been paid in full,  Borrower  shall
perform and observe,  and shall cause each other  Company to perform and observe
all of the  covenants  set forth in Article V of the Existing  Credit  Agreement
together with each of the following  provisions (provided that if two provisions
encompass the same subject  matter,  the more  restrictive of the two provisions
shall control):


<PAGE>

         Section 4.1.  Insurance.  Each Company shall (a) maintain  insurance to
such extent and against such hazards and  liabilities as is commonly  maintained
by Persons  similarly  situated,  with Agent  listed as loss payee  (including a
standard  mortgagee's  endorsement  in favor of Agent,  for the  benefit  of the
Banks)  and  additional  insured;  and (b)  within  ten (10) days of any  Bank's
written  request,  furnish to such Bank such  information  about such  Company's
insurance  as  that  Bank  may  from  time  to time  reasonably  request,  which
information  shall be prepared in form and detail  satisfactory to such Bank and
certified by a Financial Officer of such Company.

         Section 4.2.  Money  Obligations.  Each  Company  shall pay in full (a)
prior  in each  case  to the  date  when  penalties  would  attach,  all  taxes,
assessments  and  governmental  charges and levies (except only those so long as
and to the extent that the same shall be contested in good faith by  appropriate
and timely  proceedings and for which adequate reserves have been established in
accordance  with  GAAP) for which it may be or become  liable or to which any or
all of its properties may be or become subject;  (b) all of its wage obligations
to its employees in compliance with the Fair Labor Standards Act (29 U.S.C.  206
& 207)  or any  comparable  provisions;  and (c)  all of its  other  obligations
calling for the payment of money (except only those so long as and to the extent
that the same shall be contested in good faith and for which  adequate  reserves
have been  established  in  accordance  with GAAP) before such  payment  becomes
overdue.

         Section 4.3.      Borrowing Base Certificate; Financial Information.
                           -------------------------------------------------

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

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

         Section  4.4.  Financial  Records.  Each  Company  shall  at all  times
maintain  true and  complete  records and books of account,  including,  without
limiting the  generality  of the  foregoing,  appropriate  reserves for possible
losses and liabilities, all in accordance with GAAP, and at all reasonable times
(during normal  business hours and upon notice to such Company) permit Agent, or
any  representative of Agent, to examine that Company's books and records and to
make excerpts therefrom and transcripts thereof.

     Section 4.5.  Franchises.  Except as  permitted  pursuant  to Section  4.12
          hereof,  each Company  shall  preserve and maintain at all
          times its existence, rights and franchises.


<PAGE>

         Section  4.6.  ERISA  Compliance.  No Company  shall incur any material
accumulated  funding  deficiency  within the meaning of ERISA,  or any  material
liability to the PBGC, established thereunder in connection with any ERISA Plan.
Borrower  shall  furnish to the Banks (a) as soon as  possible  and in any event
within  thirty (30) days after any Company  knows or has reason to know that any
Reportable Event with respect to any ERISA Plan has occurred, a statement of the
Financial  Officer of such Company,  setting forth details as to such Reportable
Event and the action that such Company  proposes to take with  respect  thereto,
together with a copy of the notice of such Reportable Event given to the PBGC if
a copy of such notice is  available  to such  Company,  and (b)  promptly  after
receipt  thereof  a copy  of any  notice  such  Company,  or any  member  of the
Controlled  Group may receive from the PBGC or the Internal Revenue Service with
respect to any ERISA Plan  administered  by such  Company;  provided,  that this
latter clause shall not apply to notices of general  application  promulgated by
the PBGC or the Internal  Revenue  Service.  Borrower shall promptly  notify the
Banks of any material taxes  assessed,  proposed to be assessed or that Borrower
has reason to believe may be assessed  against a Company by the Internal Revenue
Service with respect to any ERISA Plan. As used in this Section "material" means
the measure of a matter of  significance  that shall be  determined  as being an
amount equal to five percent (5%) of the consolidated net worth of Borrower.  As
soon as practicable, and in any event within twenty (20) days, after any Company
becomes aware that an ERISA Event has occurred,  such Company shall provide Bank
with notice of such ERISA  Event with a  certificate  by a Financial  Officer of
such Company  setting forth the details of the event and the action such Company
or another  Controlled  Group  member  proposes  to take with  respect  thereto.
Borrower  shall,  at the  request  of Agent or any Bank,  deliver or cause to be
delivered to Agent or such Bank, as the case may be, true and correct  copies of
any documents relating to the ERISA Plan of any Company.

         Section 4.7. Financial  Covenants.  On the Level III Availability Date,
Borrower  shall  enter  into an  amendment  to this  Agreement  (the  "Financial
Covenant Amendment") with Agent and the Banks which Financial Covenant Amendment
shall provide for such financial covenants as Agent and the Banks deem necessary
or appropriate  based upon the Borrower Business Plan and then current financial
conditions of the Companies, which Financial Covenant Amendment shall be in form
and substance satisfactory to Agent and the Banks.

         Section  4.8.  Borrowing.  No  Company  shall  create,  incur  or  have
outstanding  any obligation for borrowed money or any  Indebtedness of any kind;
provided,  however,  that this  Section  shall not apply to (a) the Loans or any
other Indebtedness under this Agreement; (b) the Indebtedness under the Existing
Credit Agreement;  (c) the Indebtedness under the Note Agreements (including the
PIK  Interest,  as  defined  in the  Subordination  Agreement),  so  long as the
aggregate principal amount thereof is not increased;  (d) the Indebtedness under
the Line of Credit Documents,  as defined in the Existing Credit Agreement;  (e)
the  Indebtedness  existing  on the Closing  Date as set forth in  Schedule  4.8
hereto (including any refinancing thereof;  provided,  however,  that no Company
shall increase the principal  amount  thereof);  (f)  Indebtedness  of Speedline
S.r.l up to the aggregate  principal  amount not to exceed  Twenty-Nine  Million
Dollars  ($29,000,000)  (or the equivalent amount of Italian Lira) and (g) loans
to a  Company  from a Company  so long as each such  Company  is  Borrower  or a
Guarantor of Payment and not a CTC Company.


<PAGE>

         Section 4.9. Liens. No Company shall create,  assume or suffer to exist
any Lien upon any of its  property  or assets,  whether  now owned or  hereafter
acquired; provided that this Section shall not apply to the following:

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

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

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

     (d)  Liens existing as of the Closing Date and described on Schedule 5.8 to
          the Existing Credit Agreement;

                  (e) the Liens on the property or assets of Casting  Technology
         Company granted to Bank One, Indiana,  National Association pursuant to
         the CTC Documents, as defined in the CTC Forbearance Agreement;

     (f)  Liens  on the  assets  of  Speedline  S.r.l  in  connection  with  the
          Indebtedness permitted pursuant to Section 5.25(f) hereof; or

                  (g) Liens granted to the Collateral  Agent,  as defined in the
         Existing Credit Agreement, to secure the Obligations, as defined in the
         Credit  Agreement,  so  long  as  any  such  Liens  are  at  all  times
         subordinated to the Liens of Agent, for the benefit of the Banks, under
         this Agreement and the Security Documents.

No Company shall enter into any contract or agreement  that would prohibit Agent
or the Banks from acquiring a security interest, mortgage or other Lien on, or a
collateral assignment of, any of the property or assets of a Company.

         Section  4.10.  Regulations  U and X. No Company  shall take any action
that would result in any  non-compliance  of the Loans with Regulations U and X,
or any other  applicable  regulation,  of the Board of  Governors of the Federal
Reserve System.

         Section 4.11.  Investments  and Loans.  No Company  shall,  without the
prior written  consent of Agent and the Required Banks,  (a) create,  acquire or
hold any  Subsidiary,  (b) make or hold any  investment in any stocks,  bonds or
securities  of any kind,  (c) be or become a party to any joint venture or other
partnership,  (d) make or keep outstanding any advance or loan to any Person, or
(e)  be  or  become  a  Guarantor  of  any  kind,  except  guarantees  only  for
Indebtedness of the Companies  incurred or permitted pursuant to this Agreement;
provided, that this Section shall not apply to (i) any endorsement of a check or
other  medium of  payment  for  deposit or  collection  through  normal  banking
channels  or similar  transaction  in the normal  course of  business;  (ii) the
holding of Subsidiaries listed on Schedule 6.1 to the Existing Credit Agreement;
or (iii)  loans to a Company  from a Company  so long as each  such  Company  is
Borrower or a Guarantor of Payment and is not a CTC Company.


<PAGE>

         Section 4.12. Merger;  Acquisition;  Sale of Assets.  Without the prior
written  consent of Agent and the Required  Banks, no Company shall (a) merge or
consolidate  with any other  Person;  (b) sell,  lease or transfer or  otherwise
dispose  of any  assets  to any  Person  other  than in the  ordinary  course of
business; or (c) acquire the assets or stock of any Person.

         Section  4.13.  Notice.  Borrower  shall cause a  Financial  Officer of
Borrower to promptly notify Agent and the Banks whenever any Default or Event of
Default may occur hereunder or any  representation or warranty made in Article V
hereof or  elsewhere  in this  Agreement  or in any Related  Writing may for any
reason cease in any material respect to be true and complete.

         Section 4.14.  Environmental  Compliance.  Each Company shall comply in
all respects with any and all Environmental Laws including,  without limitation,
all Environmental  Laws in jurisdictions in which any Company owns or operates a
facility or site,  arranges for  disposal or treatment of hazardous  substances,
solid waste or other wastes,  accepts for  transport  any hazardous  substances,
solid waste or other wastes or holds any interest in real property or otherwise.
Borrower shall defend,  indemnify and hold Agent and the Banks harmless  against
all costs, expenses, claims, damages, penalties and liabilities of every kind or
nature whatsoever  (including  attorneys' fees) arising out of or resulting from
the   noncompliance   of  any  Company   with  any   Environmental   Law.   Such
indemnification shall survive any termination of this Agreement.

         Section 4.15. Affiliate Transactions. No Company shall, or shall permit
any  Subsidiary to,  directly or  indirectly,  enter into or permit to exist any
transaction  (including,  without  limitation,  the  purchase,  sale,  lease  or
exchange of any property or the  rendering of any service) with any Affiliate of
a Company on terms that are less  favorable to such Company or such  Subsidiary,
as the  case  may be,  than  those  that  might  be  obtained  at the  time in a
transaction with a non-Affiliate;  provided,  however,  that the foregoing shall
not prohibit any transaction  between  Borrower and an Affiliate (if a Guarantor
of Payment) that Borrower  reasonably  determines in good faith is beneficial to
Borrower  and its  Affiliates  as a whole and that is not  entered  into for the
purpose  of  hindering  the  exercise  by Agent or the Banks of their  rights or
remedies under this Agreement.

         Section 4.16.  Use of Proceeds.  Borrower's  use of the proceeds of the
Revolving  Credit  Notes shall be solely for working  capital and other  general
corporate  purposes  of  Borrower  and  its  Subsidiaries  consistent  with  the
provisions of this Agreement.

     Section 4.17.  Restricted Payments.  No Company shall make or commit itself
          to make any Restricted Payment, except that:


<PAGE>


     (a)  any  Subsidiary  may  make  Capital  Distributions  to  Borrower  or a
          Guarantor of Payment;

         (b)      so long as no Default or Event of Default exists or thereafter
                  shall begin to exist,  Borrower may make  regularly  scheduled
                  payments of interest under the Existing Credit Agreement,  the
                  Note Agreements and the Line of Credit Documents; and



     (c)  employees  of  Borrower  may  exercise   employee  options  through  a
          "cashless exercise".

         Section 4.18. Property Acquired or Held Subsequent to the Closing Date.
At the  request of Agent,  Borrower or each  Guarantor  of Payment  shall,  with
respect to any real  property  acquired or held by a Company  with a fair market
value in excess of One Hundred Thousand Dollars  ($100,000),  provide,  or cause
such Company to provide, to Agent, for the benefit of the Banks, (a) a Mortgage,
(b) such other  information,  documents or agreements as may be deemed necessary
or advisable by Agent in connection  with such Mortgage,  and (c) such corporate
governance  and  authorization  documents  and an  opinion  of counsel as may be
deemed necessary or advisable by Agent.

     Section 4.19. Amendment of Organizational Documents. No Company shall amend
          any  of  its  Organizational
          Documents without the prior written consent of Agent.

         Section 4.20. Material Agreements. Without the prior written consent of
Agent and the  Required  Banks,  no Company  shall  amend,  restate or otherwise
modify  in any  respect  (a) the  Existing  Credit  Agreement  or any  document,
instrument  or  agreement  executed  in  connection  therewith,   (b)  the  Note
Agreements,  or any  document,  instrument  or agreement  executed in connection
therewith, or (c) any other agreement that evidences Indebtedness of any Company
in  the  aggregate   principal   amount   greater  than  Five  Million   Dollars
($5,000,000).

     Section 4.21.  Change of Fiscal  Year.  No Company  shall change its fiscal
          year end or any other accounting  period without
          the prior written consent of Agent.


                    ARTICLE V. REPRESENTATIONS AND WARRANTIES

         Borrower  represents  and  warrants  that the  statements  set forth in
Article VI of the  Existing  Credit  Agreement  and in this  Article V are true,
correct and complete.

         Section 5.1. Corporate Existence;  Subsidiaries; Foreign Qualification.
Each Company is a corporation  duly  organized,  validly  existing,  and in good
standing under the laws of its state of incorporation  and is duly qualified and
authorized  to do business and is in good standing as a foreign  corporation  in
the  jurisdictions  set forth  opposite its name on Schedule 6.1 to the Existing
Credit  Agreement,  which  are all of the  states  or  jurisdictions  where  the
character of its property or its business  activities  makes such  qualification
necessary,  except where the failure to so qualify will not cause or result in a
Material  Adverse  Effect.  Schedule 6.1 to the Existing  Credit  Agreement sets
forth each Subsidiary of Borrower,  its state of incorporation,  the location of
its chief executive  offices and its principal place of business.  Except as set
forth on Schedule 6.1 to the Existing Credit Agreement, Borrower owns all of the
capital stock of each of its Subsidiaries.


<PAGE>

         Section 5.2. Corporate Authority.  Borrower has the right and power and
is duly  authorized  and  empowered to enter into,  execute and deliver the Loan
Documents  to which it is a party and to perform and observe the  provisions  of
the Loan  Documents.  The Loan  Documents to which Borrower is a party have been
duly authorized and approved by Borrower's  Board of Directors and are the valid
and binding obligations of Borrower,  enforceable against Borrower in accordance
with their respective terms. The execution, delivery and performance of the Loan
Documents  will  not  conflict  with  nor  result  in any  breach  in any of the
provisions of, or constitute a default  under,  or result in the creation of any
Lien (other than Liens  permitted  under Section 4.9 of this Agreement) upon any
assets or property  of any  Company  under the  provisions  of,  such  Company's
Organizational Documents or any agreement.

         Section  5.3.     Compliance With Laws.  Each Company:
                           --------------------

         (a)  holds  all  material  permits,  certificates,   licenses,  orders,
registrations,  franchises,  authorizations,  and other  approvals from federal,
state,  local, and foreign  governmental and regulatory bodies necessary for the
conduct of its business and is in compliance  with all applicable  laws relating
thereto;

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

     (c)  is not in material  violation of or in default  under any agreement to
          which it is a party or by which its assets are subject or bound.

         Section  5.4.  Litigation  and  Administrative  Proceedings.  Except as
disclosed on Schedule 6.4 to the Existing Credit Agreement,  as to any of which,
if determined adversely, would not have a Material Adverse Effect, there are (a)
no lawsuits, actions, investigations, or other proceedings pending or threatened
against any Company,  or in respect of which any Company may have any liability,
in any court or before any governmental  authority,  arbitration board, or other
tribunal, (b) no orders, writs, injunctions,  judgments, or decrees of any court
or government  agency or  instrumentality  to which any Company is a party or by
which the  property or assets of any Company are bound,  and (c) no  grievances,
disputes,  or controversies  outstanding with any union or other organization of
the employees of any Company,  or threats of work stoppage,  strike,  or pending
demands for collective bargaining.

         Section  5.5.  Location.  The  Companies  have  places of  business  or
maintain their inventory or equipment and keeps their records  concerning  their
accounts at the  locations  set forth in  Schedule  6.5 to the  Existing  Credit
Agreement.


<PAGE>

         Section  5.6.  Title to  Assets.  Each  Company  has good  title to and
ownership of all property it purports to own,  which  property is free and clear
of all Liens, except those permitted under Section 4.9 hereof.

         Section  5.7.  Liens and Security  Interests.  On and after the Closing
Date, except for Liens permitted pursuant to Section 4.9 hereof, (a) there is no
financing statement  outstanding  covering any personal property of any Company,
other  than a  financing  statement  in favor of Agent,  for the  benefit of the
Banks, if any; (b) there is no mortgage  outstanding  covering any real property
of any Company,  other than a mortgage in favor of Agent, for the benefit of the
Banks, if any; and (c) no real or personal property of any Company is subject to
any security  interest or Lien of any kind other than any  security  interest or
Lien that may be granted to Agent,  for the benefit of the Banks. No Company has
entered into any contract or agreement  that exists on or after the Closing Date
that would  prohibit  Agent or the Banks  from  acquiring  a security  interest,
mortgage or other Lien on, or a collateral assignment of, any of the property or
assets of any Company.

         Section 5.8. Tax Returns. All federal,  state and local tax returns and
other  reports  required by law to be filed in respect of the income,  business,
properties  and  employees  of each  Company  have  been  filed  and all  taxes,
assessments,  fees and other governmental  charges that are due and payable have
been paid, except as otherwise permitted herein or the failure to do so does not
and will not cause or result in a Material  Adverse  Effect.  The  provision for
taxes on the books of each  Company  is  adequate  for all  years not  closed by
applicable statutes and for the current fiscal year.

         Section 5.9. Environmental Laws. Each Company is material in compliance
with  any  and  all  Environmental  Laws,  including,  without  limitation,  all
Environmental  Laws in all  jurisdictions in which any Company owns or operates,
or has owned or  operated,  a facility  or site,  arranges or has  arranged  for
disposal or  treatment  of hazardous  substances,  solid waste or other  wastes,
accepts or has accepted for transport any hazardous  substances,  solid waste or
other wastes or holds or has held any interest in real property or otherwise. No
litigation or proceeding  arising under,  relating to or in connection  with any
Environmental  Law is  pending  or,  to the  best  knowledge  of  each  Company,
threatened, against any Company, any real property in which any Company holds or
has held an  interest  or any  past or  present  operation  of any  Company.  No
release, threatened release or disposal of hazardous waste, solid waste or other
wastes is occurring,  or has occurred (other than those that are currently being
cleaned up in  accordance  with  Environmental  Laws),  on, under or to any real
property  in which  any  Company  holds  any  interest  or  performs  any of its
operations,  in violation  of any  Environmental  Law. As used in this  Section,
"litigation  or  proceeding"  means any demand,  claim,  notice,  suit,  suit in
equity, action,  administrative action, investigation or inquiry whether brought
by any governmental authority, private Person or otherwise.

         Section 5.10.  Employee  Benefits Plans. No ERISA Event has occurred or
is expected to occur with  respect to an ERISA Plan.  Full payment has been made
of all amounts which a Controlled Group member is required, under applicable law
or under the governing  documents,  to have been paid as a contribution  to or a
benefit  under each ERISA Plan.  The liability of each  Controlled  Group member
with respect to each ERISA Plan has been fully funded based upon  reasonable and
proper actuarial assumptions, has been fully insured, or has been fully reserved
for on its  financial  statements.  No changes have  occurred or are expected to
occur that would  cause a material  increase in the cost of  providing  benefits
under the ERISA  Plan.  With  respect to each ERISA Plan that is  intended to be
qualified under Code Section 401(a): (a) the ERISA Plan and any associated trust
operationally  comply with the applicable  requirements  of Code Section 401(a),
(b) the ERISA Plan and any associated trust have been amended to comply with all
such  requirements  as currently in effect,  other than those  requirements  for
which a retroactive amendment can be made within the "remedial amendment period"
available under Code Section 401(b) (as extended under Treasury  Regulations and
other Treasury pronouncements upon which taxpayers may rely), (c) the ERISA Plan
and any associated trust have received a favorable determination letter from the
Internal  Revenue  Service  stating  that the ERISA  Plan  qualifies  under Code
Section  401(a),  that the associated  trust qualifies under Code Section 501(a)
and, if applicable,  that any cash or deferred  arrangement under the ERISA Plan
qualifies under Code Section 401(k),  unless the ERISA Plan was first adopted at
a time for which the  above-described  "remedial  amendment  period" has not yet
expired, (d) the ERISA Plan currently satisfies the requirements of Code Section
410(b),  without regard to any retroactive amendment that may be made within the
above-described "remedial amendment period", and (e) no contribution made to the
ERISA Plan is subject to an excise tax under Code Section 4972.  With respect to
any Pension Plan,  the  "accumulated  benefit  obligation"  of Controlled  Group
members with  respect to the Pension  Plan (as  determined  in  accordance  with
Statement of Accounting Standards No. 87, "Employers'  Accounting for Pensions")
does not exceed the fair market value of Pension Plan assets.


<PAGE>

         Section  5.11.   Consents  or  Approvals.   No  consent,   approval  or
authorization   of,  or  filing,   registration  or   qualification   with,  any
governmental  authority  or any  other  Person is  required  to be  obtained  or
completed by Borrower in connection with the execution,  delivery or performance
of any of the Loan Documents, that has not already been obtained or completed.

         Section 5.12. Solvency. Borrower has received consideration that is the
reasonable equivalent value of the obligations and liabilities that Borrower has
incurred to the Banks.  Borrower is not  insolvent as defined in any  applicable
state or  federal  statute,  nor will  Borrower  be  rendered  insolvent  by the
execution and delivery of the Loan Documents to Agent and the Banks. Borrower is
not  engaged or about to engage in any  business  or  transaction  for which the
assets  retained by it are or will be an  unreasonably  small amount of capital,
taking  into  consideration  the  obligations  to Agent and the  Banks  incurred
hereunder.  Borrower does not intend to, nor does it believe that it will, incur
debts beyond its ability to pay such debts as they mature.

         Section 5.13. Financial Statements.  The audited Consolidated financial
statements of Borrower for the most recently  completed  fiscal year of Borrower
and the most recently prepared interim financial statements,  furnished to Agent
and the Banks,  are true and complete,  have been  prepared in  accordance  with
GAAP,  and fairly  present the  financial  condition of the  Companies as of the
dates of such financial  statements and the results of their  operations for the
periods then ending. Since the dates of such statements,  except as disclosed to
Agent and the Banks,  there has been no material adverse change in any Company's
financial  condition,  properties  or business  nor any change in any  Company's
accounting procedures.

         Section 5.14.  Regulations.  Borrower is not engaged  principally or as
one of its  important  activities,  in the business of extending  credit for the
purpose of  purchasing  or carrying  any "margin  stock"  (within the meaning of
Regulation  U of the Board of  Governors  of the Federal  Reserve  System of the
United States of America).  Neither the granting of any Loan (or any  conversion
thereof)  nor  the  use  of  the  proceeds  of  any  Loan  will  violate,  or be
inconsistent  with, the provisions of Regulation U or X or any other  Regulation
of such Board of Governors.


<PAGE>

         Section  5.15.  Accurate  and  Complete  Statements.  Neither  the Loan
Documents nor any written  statement made by any Company in connection  with any
of the Loan Documents  contains any untrue statement of a material fact or omits
a material fact  necessary to make the  statements  contained  therein or in the
Loan Documents not misleading.  After due inquiry by Borrower, there is no known
fact that any Company has not disclosed to Agent and the Banks that has or would
have a Material Adverse Effect.

     Section 5.16.  Defaults.  No Default or Event of Default exists  hereunder,
          nor will any begin to exist immediately  after the execution
          and delivery hereof.


                          ARTICLE VI. EVENTS OF DEFAULT

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

     Section 6.1.  Payments.  If the principal of or interest on any Note or any
          other fee shall not be paid in full  punctually  when due and
          payable.

     Section  6.2.  Special  Covenants.  If any  Company  shall  fail or omit to
          perform and observe any  provision of Section 2.10
          or Section 4.7 hereof.

         Section  6.3.  Other  Covenants.  If any Company  shall fail or omit to
perform and observe any agreement or other provision  (other than those referred
to in Sections 6.1 or 6.2 hereof)  contained or referred to in this Agreement or
any Related Writing that is on such Company's part to be complied with, and that
Default shall not have been fully  corrected  within fifteen (15) days after the
giving of  written  notice  thereof  to  Borrower  by Agent or any Bank that the
specified Default is to be remedied.

         Section 6.4.  Representations  and Warranties.  If any  representation,
warranty  or  statement  made in or pursuant  to this  Agreement  or any Related
Writing  or any other  material  information  furnished  by any  Company  or any
Obligor to the Banks or any  thereof or any other  holder of any Note,  shall be
false or erroneous.

         Section 6.5. Cross Default. If any Company or any Obligor shall default
in the payment of principal or interest due and owing upon any other  obligation
for borrowed money in excess of the aggregate,  for all such obligations for all
such Companies and Obligors,  of Five Million  Dollars  ($5,000,000)  beyond any
period  of  grace  provided  with  respect  thereto  or in  the  performance  or
observance of any other agreement,  term or condition contained in any agreement
under  which such  obligation  is created,  if the effect of such  default is to
allow the  acceleration  of the maturity of such  Indebtedness  or to permit the
holder  thereof  to cause  such  Indebtedness  to become due prior to its stated
maturity.


<PAGE>

         Section 6.6. ERISA Default.  The occurrence of one or more ERISA Events
that (a) the Required Banks determine could have a Material  Adverse Effect,  or
(b) results in a Lien on any of the assets of any Company.

     Section 6.7.  Change In  Control.  If any  Change in Control  shall  occur.


         Section 6.8. Money Judgment.  A final judgment or order for the payment
of money  shall be  rendered  against  any  Company or any Obligor by a court of
competent  jurisdiction,  that remains unpaid or unstayed and undischarged for a
period (during which execution  shall not be effectively  stayed) of thirty (30)
days after the date on which the right to appeal has expired,  provided that the
aggregate of all such judgments for all such Companies and Obligors shall exceed
Five Million Dollars ($5,000,000).

         Section 6.9.  Material  Adverse  Change.  There shall have occurred any
condition  or  event  that  Agent  or the  Required  Banks  determine  has or is
reasonably likely to have a material adverse effect on the business,  prospects,
operations or financial  condition of Borrower or any of its  Subsidiaries or on
the rights and  remedies of Agent or the Banks under the Loan  Documents  or the
ability of  Borrower  or any of its  Subsidiaries  to perform  their  respective
obligations under the Loan Documents.

         Section 6.10.  Validity of Loan Documents.  (a) Any material provision,
in the sole  opinion of Agent,  of any Loan  Document  shall at any time for any
reason  cease to be valid and binding and  enforceable  against  Borrower or any
Guarantor of Payment; (b) the validity,  binding effect or enforceability of any
Loan Document against Borrower or any Guarantor of Payment shall be contested by
any Company or any other Obligor; (c) Borrower or any Guarantor of Payment shall
deny that it has any or further liability or obligation  thereunder;  or (d) any
Loan Document  shall be  terminated,  invalidated  or set aside,  or be declared
ineffective  or  inoperative or in any way cease to give or provide to Agent and
the Banks the benefits purported to be created thereby.

     Section 6.11. Existing Credit Agreement. If an Event of Default (as defined
          in the  Existing  Credit  Agreement)  shall occur  under the  Existing
          Credit Agreement.

         Section 6.12. Solvency.  If any Company shall (a) discontinue business,
(b)  generally  not pay its debts as such debts  become due,  (c) make a general
assignment  for the  benefit  of  creditors,  (d)  apply for or  consent  to the
appointment  of a  receiver,  a  custodian,  a trustee,  an  interim  trustee or
liquidator  of all or a  substantial  part of its assets,  (e) be  adjudicated a
debtor or have  entered  against  it an order for relief  under  Title 11 of the
United  States Code,  as the same may be amended  from time to time,  (f) file a
voluntary  petition  in  bankruptcy  or file a  petition  or an  answer  seeking
reorganization  or an arrangement with creditors or seeking to take advantage of
any other law (whether federal or state) relating to relief of debtors, or admit
(by answer,  by default or  otherwise)  the material  allegations  of a petition
filed  against  it  in  any  bankruptcy,  reorganization,  insolvency  or  other
proceeding (whether federal or state) relating to relief of debtors,  (g) suffer
or permit to continue  unstayed and in effect for thirty (30)  consecutive  days
any judgment, decree or order entered by a court of competent jurisdiction, that
approves  a  petition  seeking  its   reorganization  or  appoints  a  receiver,
custodian,  trustee,  interim trustee or liquidator of all or a substantial part
of its  assets,  or (h) take,  or omit to take,  any action in order  thereby to
effect any of the foregoing.



<PAGE>

                       ARTICLE VII. REMEDIES UPON DEFAULT

       Notwithstanding any contrary provision or inference herein or elsewhere,

         Section 7.1. Optional Defaults.  If any Event of Default referred to in
Section 6.1, 6.2.,  6.3, 6.4, 6.5, 6.6, 6.7, 6.8, 6.9, 6.10 or 6.11 hereof shall
occur,  Agent may,  with the consent of the Required  Banks,  and shall,  at the
request of the Required Banks, give written notice to Borrower, to:

         (a) terminate the  Commitments and the credits hereby  established,  if
not previously terminated,  and, immediately upon such election, the obligations
of the Banks, and each thereof,  to make any further Loan hereunder  immediately
shall be terminated, and/or

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

     Section 7.2.  Automatic  Defaults.  If any Event of Default  referred to in
          Section 6.12 hereof shall occur:

         (a) all of the  Commitments  and the credits hereby  established  shall
automatically and immediately terminate,  if not previously  terminated,  and no
Bank  thereafter  shall be  under  any  obligation  to grant  any  further  Loan
hereunder; and

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

         Section  7.3.  Offsets.  If there  shall  occur or exist  any  Event of
Default  referred to in Section  6.12 hereof or if the  maturity of the Notes is
accelerated  pursuant  to Section  7.1 or 7.2  hereof,  each Bank shall have the
right at any time to set off against,  and to  appropriate  and apply toward the
payment  of, any and all Debt then owing by  Borrower  to that Bank  (including,
without limitation,  any participation  purchased or to be purchased pursuant to
Section 7.4 hereof),  whether or not the same shall then have  matured,  any and
all deposit balances and all other  indebtedness then held or owing by that Bank
to or for the credit or account of Borrower  or any  Guarantor  of Payment,  all
without notice to or demand upon Borrower or any other Person,  all such notices
and demands being hereby expressly waived by Borrower.


<PAGE>

         Section 7.4. Equalization  Provisions.  Each Bank agrees with the other
Banks that if it, at any time,  shall obtain any Advantage  over the other Banks
or any thereof in respect of the Debt,  it shall  purchase from the other Banks,
for  cash  and at par,  such  additional  participation  in the Debt as shall be
necessary  to nullify the  Advantage.  If any such  Advantage  resulting  in the
purchase of an additional participation as aforesaid shall be recovered in whole
or in part from the Bank  receiving the  Advantage,  each such purchase shall be
rescinded, and the purchase price restored (but without interest unless the Bank
receiving  the  Advantage  is required to pay  interest on the  Advantage to the
Person  recovering  the  Advantage  from such Bank) ratably to the extent of the
recovery.  Each Bank further  agrees with the other Banks that if it at any time
shall receive any payment for or on behalf of Borrower on any indebtedness owing
by  Borrower  to  that  Bank  by  reason  of  offset  of any  deposit  or  other
indebtedness,  it will  apply  such  payment  first to any and all Debt owing by
Borrower  to  that  Bank  (including,   without  limitation,  any  participation
purchased  or to be purchased  pursuant to this Section or any other  Section of
this  Agreement).  Borrower  agrees that any Bank so purchasing a  participation
from the other Banks or any thereof  pursuant to this  Section may  exercise all
its rights of payment  (including  the right of  set-off)  with  respect to such
participation  as fully as if such Bank was a direct creditor of Borrower in the
amount of such participation.


                             ARTICLE VIII. THE AGENT

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

         Section  8.1.   Appointment   And   Authorization.   Each  Bank  hereby
irrevocably  appoints and  authorizes  Agent to take such action as agent on its
behalf and to exercise  such powers  hereunder as are  delegated to Agent by the
terms hereof,  together with such powers as are reasonably  incidental  thereto.
Neither  Agent nor any of its  affiliates,  directors,  officers,  attorneys  or
employees  shall be liable for any action  taken or omitted to be taken by it or
them  hereunder  or in  connection  herewith,  except for its or their own gross
negligence or willful misconduct.

     Section 8.2.  Noteholders.  Agent  may  treat  the payee of any Note as the
          holder thereof until written notice of transfer shall have
          been filed with it, signed by such payee and in form  satisfactory  to
          Agent.

         Section 8.3.  Consultation  with Counsel.  Agent may consult with legal
counsel  selected by it and shall not be liable for any action taken or suffered
in good faith by Agent in accordance with the opinion of such counsel.

         Section  8.4.  Documents.  Agent shall not be under any duty to examine
into or pass upon the validity, effectiveness,  genuineness or value of any Loan
Documents  or  any  other  Related  Writing  furnished  pursuant  hereto  or  in
connection herewith or the value of any collateral obtained hereunder, and Agent
shall be entitled to assume that the same are valid,  effective  and genuine and
what they purport to be.


<PAGE>

         Section 8.5.  Agent and  Affiliates.  With respect to the Loans,  Agent
shall  have the same  rights  and  powers  hereunder  as any other  Bank and may
exercise the same as though it were not Agent,  and Agent and its affiliates may
accept deposits from, lend money to and generally engage in any kind of business
with any Company or any affiliate thereof.

         Section 8.6.  Knowledge  of Default.  It is  expressly  understood  and
agreed  that  Agent  shall be  entitled  to assume  that no  Default or Event of
Default has  occurred,  unless  Agent has been  notified by Bank in writing that
such Bank  believes  that a Default  or Event of  Default  has  occurred  and is
continuing and specifying the nature thereof.

         Section 8.7. Action by Agent. Subject to the other terms and conditions
hereof,  so long as Agent shall be entitled,  pursuant to Section 8.6 hereof, to
assume  that  no  Default  or  Event  of  Default  shall  have  occurred  and be
continuing,  Agent  shall be  entitled  to use its  discretion  with  respect to
exercising or refraining from exercising any rights that may be vested in it by,
or with respect to taking or  refraining  from taking any action or actions that
it may be able to take under or in respect of, this Agreement. Agent shall incur
no  liability  under or in respect of this  Agreement by acting upon any notice,
certificate,  warranty or other paper or instrument believed by it to be genuine
or authentic or to be signed by the proper party or parties,  or with respect to
anything that it may do or refrain from doing in the reasonable  exercise of its
judgment, or that may seem to it to be necessary or desirable in the premises.

         Section 8.8. Notices,  Default, Etc. In the event that Agent shall have
acquired  actual  knowledge  of any  Default or Event of  Default,  Agent  shall
promptly  notify the Banks and shall take such  action  and assert  such  rights
under this  Agreement as the Required  Banks shall direct and Agent shall inform
the other Banks in writing of the action  taken.  Subject to the other terms and
conditions hereof, Agent may take such action and assert such rights as it deems
to be advisable,  in its discretion,  for the protection of the interests of the
holders of the Notes.

         Section  8.9.  Indemnification  of Agent.  The Banks agree to indemnify
Agent (to the extent not  reimbursed  by Borrower)  ratably,  according to their
respective  Commitment  Percentages,  from and against any and all  liabilities,
obligations,  losses,  damages,  penalties,  actions,  judgments,  suits, costs,
expenses or disbursements  of any kind or nature  whatsoever that may be imposed
on,  incurred by or asserted  against  Agent in its capacity as agent in any way
relating to or arising out of this  Agreement or any Loan Document or any action
taken or omitted by Agent with respect to this  Agreement or any Loan  Document,
provided  that no Bank  shall be liable  for any  portion  of such  liabilities,
obligations,  losses,  damages,  penalties,  actions,  judgments,  suits, costs,
expenses  (including  attorneys' fees) or  disbursements  resulting from Agent's
gross  negligence,  willful  misconduct  or from any action  taken or omitted by
Agent in any capacity other than as agent under this Agreement.

         Section 8.10.  Successor Agent.  Agent may resign as agent hereunder by
giving not fewer than thirty (30) days prior written  notice to Borrower and the
Banks. If Agent shall resign under this Agreement,  then either (a) the Required
Banks shall  appoint from among the Banks a successor  agent for the Banks (with
the  consent of Borrower  so long as an Event of Default  has not  occurred  and
which consent shall not be unreasonably  withheld),  or (b) if a successor agent
shall not be so  appointed  and  approved  within  the  thirty  (30) day  period
following  Agent's  notice to the Banks of its  resignation,  then  Agent  shall
appoint a  successor  agent  that  shall  serve as agent  until such time as the
Required Banks appoint a successor agent.  Upon its appointment,  such successor
agent  shall  succeed to the  rights,  powers and duties as agent,  and the term
"Agent" shall mean such successor effective upon its appointment, and the former
agent's rights, powers and duties as agent shall be terminated without any other
or further act or deed on the part of such former agent or any of the parties to
this Agreement.


<PAGE>


                            ARTICLE IX. MISCELLANEOUS

         Section  9.1.  Banks'  Independent  Investigation.  Each  Bank,  by its
signature  to this  Agreement,  acknowledges  and agrees  that Agent has made no
representation   or   warranty,   express  or  implied,   with  respect  to  the
creditworthiness,  financial condition, or any other condition of any Company or
with respect to the statements contained in any information memorandum furnished
in  connection  herewith or in any other oral or written  communication  between
Agent and such Bank. Each Bank represents that it has made and shall continue to
make  its  own  independent  investigation  of the  creditworthiness,  financial
condition  and affairs of the  Companies  in  connection  with the  extension of
credit hereunder,  and agrees that Agent has no duty or  responsibility,  either
initially or on a continuing basis, to provide any Bank with any credit or other
information  with respect  thereto  (other than such notices as may be expressly
required to be given by Agent to the Banks  hereunder),  whether coming into its
possession  before the  granting of the first Loans  hereunder or at any time or
times thereafter.

         Section 9.2. No Waiver;  Cumulative Remedies.  No omission or course of
dealing on the part of Agent,  any Bank or the holder of any Note in  exercising
any right,  power or remedy  hereunder or under any of the Loan Documents  shall
operate as a waiver  thereof;  nor shall any single or partial  exercise  of any
such right,  power or remedy preclude any other or further  exercise  thereof or
the exercise of any other right,  power or remedy  hereunder or under any of the
Loan  Documents.  The remedies herein provided are cumulative and in addition to
any other rights,  powers or privileges held by operation of law, by contract or
otherwise.

         Section  9.3.  Amendments,   Consents.   No  amendment,   modification,
termination,  or waiver of any provision of any Loan Document nor consent to any
variance  therefrom,  shall be effective unless the same shall be in writing and
signed by the Required  Banks and then such waiver or consent shall be effective
only in the  specific  instance  and for the  specific  purpose for which given.
Anything herein to the contrary notwithstanding,  unanimous consent of the Banks
shall be required  with respect to (a) any increase in the  aggregate  amount of
the  Commitments  hereunder or of the amount of any Bank's  Commitment,  (b) the
extension  of maturity of the Notes,  the payment  date of interest or principal
thereunder,  or the  payment of  commitment  or other  fees or  amounts  payable
hereunder,  (c) any  reduction  in the rate of interest on the Notes,  or in any
amount of principal or interest due on any Note, or the payment of commitment or
other fees hereunder or any change in the manner of pro rata  application of any
payments  made  by  Borrower  to the  Banks  hereunder,  (d) any  change  in any
percentage voting  requirement,  voting rights, or the Required Banks definition
in this  Agreement,  (e) the  release  of any  Guarantor  of  Payment  or of any
collateral  securing the Debt or any part thereof,  or (f) any amendment to this
Section 9.3 or Section 8.4 hereof.  Notice of amendments or consents ratified by
the Banks  hereunder  shall  immediately  be forwarded by Borrower to all Banks.
Each Bank or other holder of a Note shall be bound by any  amendment,  waiver or
consent  obtained as authorized  by this  Section,  regardless of its failure to
agree thereto.


<PAGE>

         Section 9.4. Capital Adequacy. If any Bank shall have determined, after
the Closing Date, that the adoption of any applicable  law, rule,  regulation or
guideline  regarding capital adequacy,  or any change therein,  or any change in
the  interpretation  or  administration  thereof by any governmental  authority,
central  bank  or  comparable   agency  charged  with  the   interpretation   or
administration  thereof,  or compliance by any Bank (or its lending office) with
any request or directive  regarding  capital adequacy (whether or not having the
force of law) of any such authority,  central bank or comparable  agency, has or
would have the effect of reducing the rate of return on such Bank's  capital (or
the  capital  of its  holding  company)  as a  consequence  of  its  obligations
hereunder to a level below that which such Bank (or its holding  company)  could
have  achieved  but  for  such  adoption,  change  or  compliance  (taking  into
consideration  such Bank's  policies or the policies of its holding company with
respect to capital  adequacy)  by an amount  deemed by such Bank to be material,
then from time to time, within fifteen (15) days after demand by such Bank (with
a copy to  Agent),  Borrower  shall pay to such Bank such  additional  amount or
amounts  as  shall  compensate  such  Bank  (or its  holding  company)  for such
reduction.  Each  Bank  shall  designate  a  different  lending  office  if such
designation will avoid the need for, or reduce the amount of, such  compensation
and will not, in the judgment of such Bank, be otherwise disadvantageous to such
Bank. A  certificate  of any Bank claiming  compensation  under this Section and
setting forth the additional  amount or amounts to be paid to it hereunder shall
be conclusive in the absence of manifest error. In determining such amount, such
Bank may use any reasonable  averaging and attribution  methods.  Failure on the
part of any Bank to demand  compensation  for any reduction in return on capital
with respect to any period shall not  constitute a waiver of such Bank's  rights
to demand  compensation for any reduction in return on capital in such period or
in any other period.  The  protection of this Section shall be available to each
Bank regardless of any possible  contention of the invalidity or inapplicability
of the law, regulation or other condition that shall have been imposed.

         Section  9.5.  Notices.  All  notices,   requests,  demands  and  other
communications  provided for hereunder  shall be in writing and, if to Borrower,
mailed or  delivered  to it,  addressed  to it at the address  specified  on the
signature  pages of this  Agreement,  if to a Bank,  mailed or  delivered to it,
addressed to the address of such Bank  specified on the signature  pages of this
Agreement, or, as to each party, at such other address as shall be designated by
such  party in a  written  notice  to each of the other  parties.  All  notices,
statements,  requests,  demands and other communications  provided for hereunder
shall be deemed to be given or made when  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 from Borrower to Agent or the Banks
pursuant to any of the provisions  hereof shall not be effective  until received
by Agent or the Banks, as the case may be.


<PAGE>

         Section  9.6.  Costs,  Expenses  and Taxes.  Borrower  agrees to pay on
demand all costs and  expenses  of Agent,  including,  but not  limited  to, (a)
administration,  travel and out-of-pocket expenses, including but not limited to
attorneys' fees (both in-house and outside  retained  counsel) and expenses,  of
Agent in connection  with the  preparation,  negotiation and closing of the Loan
Documents and the  administration  of the Loan  Documents,  the  collection  and
disbursement of all funds  hereunder and the other  instruments and documents to
be delivered hereunder,  (b) extraordinary  expenses of Agent in connection with
the administration of the Loan Documents and the other instruments and documents
to be  delivered  hereunder,  and  (c) the  reasonable  fees  and  out-of-pocket
expenses of special counsel for the Banks, with respect to the foregoing, and of
local counsel,  if any, who may be retained by said special counsel with respect
thereto.  Borrower  also agrees to pay on demand all costs and expenses of Agent
and the Banks,  including reasonable  attorneys' fees (both in-house and outside
retained  counsel),  in connection with the  restructuring or enforcement of the
Debt, this Agreement or any Related Writing. In addition, Borrower shall pay any
and all stamp and other taxes and fees  payable or  determined  to be payable in
connection with the execution and delivery of the Loan Documents,  and the other
instruments  and documents to be delivered  hereunder,  and agrees to hold Agent
and each Bank harmless from and against any and all liabilities  with respect to
or resulting from any delay in paying or omission to pay such taxes or fees.

         Section 9.7. Indemnification.  Borrower agrees to defend, indemnify and
hold harmless Agent and the Banks (and their  respective  affiliates,  officers,
directors,  attorneys,  agents  and  employees)  from  and  against  any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs,  expenses (including  attorneys' fees (both in-house and outside retained
counsel)) or disbursements of any kind or nature  whatsoever that may be imposed
on,  incurred by or asserted  against Agent or any Bank in  connection  with any
investigative,  administrative or judicial  proceeding (whether or not such Bank
or Agent shall be  designated a party  thereto) or any other claim by any Person
relating to or arising out of any Loan Document or any actual or proposed use of
proceeds of the Loans or any of the Debt,  or any  activities  of any Company or
any Obligor or any of their  respective  Affiliates;  provided  that no Bank nor
Agent  shall have the right to be  indemnified  under this  Section  for its own
gross  negligence  or willful  misconduct  as determined by a court of competent
jurisdiction. All obligations provided for in this Section 9.7 shall survive any
termination of this Agreement.

         Section  9.8.  Obligations  Several;  No  Fiduciary  Obligations.   The
obligations of the Banks hereunder are several and not joint.  Nothing contained
in this  Agreement  and no action  taken by Agent or the Banks  pursuant  hereto
shall be  deemed  to  constitute  the Banks a  partnership,  association,  joint
venture or other entity. No default by any Bank hereunder shall excuse the other
Banks  from any  obligation  under  this  Agreement;  but no Bank  shall have or
acquire any  additional  obligation of any kind by reason of such  default.  The
relationship among Borrower and the Banks with respect to the Loan Documents and
the  Related  Writings  is and shall be solely  that of  debtor  and  creditors,
respectively, and neither Agent nor any Bank shall have any fiduciary obligation
toward  Borrower  with  respect  to  any  such  documents  or  the  transactions
contemplated  thereby.  In addition,  notwithstanding any provision set forth in
this  Agreement,  Agent shall not be deemed to be the agent for the  Noteholders
and Agent shall not have any fiduciary obligation toward the Noteholders.


<PAGE>

         Section 9.9. Execution In Counterparts.  This Agreement may be executed
in any  number of  counterparts  and by  different  parties  hereto in  separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken  together  shall  constitute  but one and the
same agreement.

         Section 9.10.  Binding Effect;  Borrower's  Assignment.  This Agreement
shall become  effective when it shall have been executed by Borrower,  Agent and
by each Bank and  thereafter  shall be binding  upon and inure to the benefit of
Borrower,  Agent  and each of the  Banks and  their  respective  successors  and
assigns,  except  that  Borrower  shall not have the right to assign  its rights
hereunder or any interest  herein without the prior written consent of Agent and
all of the Banks.

         Section 9.11.     Bank Assignments/Participations.
                           -------------------------------

         A.  Assignments of  Commitments.  Each Bank shall have the right at any
time or times to assign to another financial institution,  without recourse, all
or a percentage of all of the  following:  (a) that Bank's  Commitment,  (b) all
Loans made by that Bank, and (c) that Bank's Notes, and (d) that Bank's interest
in any participation  purchased pursuant to 7.4 hereof;  provided,  however,  in
each such case,  that the assignor and the assignee shall have complied with the
following requirements:

                  (i) Prior Consent.  No assignment may be consummated  pursuant
         to this Section 9.11 without the prior written  consent of Agent (other
         than an  assignment  by any Bank to any  affiliate  of such Bank  which
         affiliate is either  wholly-owned  by such Bank or is wholly-owned by a
         Person that wholly owns,  either  directly or  indirectly,  such Bank),
         which  consent of Agent shall not be  unreasonably  withheld.  Anything
         herein to the contrary notwithstanding, any Bank may at any time make a
         collateral  assignment  of all or any  portion of its rights  under the
         Loan Documents to a Federal Reserve Bank, and no such assignment  shall
         release such assigning Bank from its obligations hereunder;

     (ii) Minimum Amount.  Each such assignment  shall be in a minimum amount of
          One Million Dollars  ($1,000,000) or, if less, the full amount of such
          Bank's Commitment;

                  (iii)  Assignment  Fee;  Assignment   Agreement.   Unless  the
         assignment  shall be to an affiliate of the assignor or the  assignment
         shall be due to  merger of the  assignor  or for  regulatory  purposes,
         either the assignor or the assignee  shall remit to Agent,  for its own
         account,  an  administrative  fee of Two Thousand Five Hundred  Dollars
         ($2,500).  Unless the assignment shall be due to merger of the assignor
         or a collateral assignment for regulatory purposes,  the assignor shall
         (A) cause the  assignee to execute and deliver to Borrower and Agent an
         Assignment Agreement,  in form and substance satisfactory to Agent, and
         (B) execute and deliver,  or cause the assignee to execute and deliver,
         as the case may be, to Agent such additional amendments, assurances and
         other writings as Agent may reasonably require; and

                  (iv) Non-U.S.  Assignee. If the assignment is to be made to an
         assignee which is organized  under the laws of any  jurisdiction  other
         than the United  States or any state  thereof,  the assignor Bank shall
         cause  such  assignee,  at least  five (5)  Business  Days prior to the
         effective  date of such  assignment,  (A) to  represent to the assignor
         Bank (for the benefit of the assignor  Bank,  Agent and Borrower)  that
         under  applicable  law and  treaties  no taxes will be  required  to be
         withheld  by  Agent,  Borrower  or the  assignor  with  respect  to any
         payments to be made to such assignee in respect of the Loans hereunder,
         (B) to  furnish  to the  assignor  (and,  in the  case of any  assignee
         registered  in the Register  (as defined  below),  Agent and  Borrower)
         either (1) U.S.  Internal  Revenue  Service Form 4224 or U.S.  Internal
         Revenue Service Form 1001 or (2) United States Internal Revenue Service
         Form  W-8  or  W-9,  as  applicable   (wherein  such  assignee   claims
         entitlement to complete exemption from U.S. federal  withholding tax on
         all interest payments hereunder),  and (C) to agree (for the benefit of
         the assignor, Agent and Borrower) to provide the assignor Bank (and, in
         the  case  of any  assignee  registered  in  the  Register,  Agent  and
         Borrower)  a new  Form  4224 or  Form  1001  or  Form  W-8 or  W-9,  as
         applicable,  upon the  expiration  or  obsolescence  of any  previously
         delivered form and comparable  statements in accordance with applicable
         U.S. laws and regulations and amendments duly executed and completed by
         such assignee, and to comply from time to time with all applicable U.S.
         laws and regulations with regard to such withholding tax exemption.


<PAGE>

         Upon satisfaction of the requirements  specified in clauses (i) through
(iv) above,  Borrower  shall execute and deliver (A) to Agent,  the assignor and
the assignee,  any consent or release (of all or a portion of the obligations of
the  assignor)  required to be  delivered  by Borrower  in  connection  with the
Assignment  Agreement,  and (B) to the assignee,  an appropriate  Note or Notes.
After  delivery  of the new Note or Notes,  the  assignor's  Note or Notes being
replaced shall be returned to Borrower marked "replaced".

         Upon satisfaction of the requirements of set forth in (i) through (iv),
and any other condition  contained in this Section 9.11A, (A) the assignee shall
become  and  thereafter  be  deemed  to be a  "Bank"  for the  purposes  of this
Agreement,  (B) in the  event  that  the  assignor's  entire  interest  has been
assigned,  the  assignor  shall  cease to be and  thereafter  shall no longer be
deemed to be a "Bank" and (C) the  signature  pages hereto and Schedule 1 hereto
shall be automatically amended, without further action, to reflect the result of
any such assignment.

         Agent shall maintain at its address referred to in Section 9.5 hereof a
copy  of  each  Assignment  Agreement  delivered  to  it  and  a  register  (the
"Register")  for the recordation of the names and addresses of the Banks and the
Commitments of, and principal  amount of the Loans owing to, each Bank from time
to time.  The entries in the  Register  shall be  conclusive,  in the absence of
manifest  error,  and  Borrower,  Agent and the Banks may treat  each  financial
institution  whose name is  recorded  in the  Register  as the owner of the Loan
recorded  therein for all  purposes of this  Agreement.  The  Register  shall be
available for inspection by Borrower or any Bank at any reasonable time and from
time to time upon reasonable prior notice.

         B. Sale of  Participations.  Each Bank shall have the right at any time
or  times,  without  the  consent  of  Agent  or  Borrower,  to sell one or more
participations or sub-participations to a financial institution, as the case may
be, in all or any part of (a) that Bank's Commitment, (b) that Bank's Commitment
Percentage,  (c) any Loan made by that Bank, (d) any Note delivered to that Bank
pursuant to this Agreement, and (e) that Bank's interest in any Letter of Credit
and any participation,  if any, purchased pursuant to 7.4 hereof or this Section
9.11B.


<PAGE>

         The  provisions  of  Section  9.7 shall  inure to the  benefit  of each
purchaser of a participation  or  sub-participation  and Agent shall continue to
distribute  payments  pursuant to this Agreement as if no participation has been
sold.

         If any Bank shall sell any  participation  or  sub-participation,  that
Bank shall, as between itself and the purchaser  (other than a purchaser that is
an  affiliate  of such  Bank),  retain  all of its  rights  (including,  without
limitation,  rights to  enforce  against  Borrower  the Loan  Documents  and the
Related  Writings)  and duties  pursuant to the Loan  Documents  and the Related
Writings,  including,  without  limitation,  that  Bank's  right to approve  any
waiver,  consent or  amendment  pursuant  to Section  9.3,  except if and to the
extent that any such waiver, consent or amendment would:

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

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

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

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

         Section 9.12. Severability Of Provisions;  Captions;  Attachments.  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 and shall be deemed to be a part hereof.

         Section 9.13.  Investment  Purpose.  Each of the Banks  represents  and
warrants to Borrower  that it is entering into this  Agreement  with the present
intention of acquiring any Note issued pursuant  hereto for investment  purposes
only and not for the purpose of  distribution  or resale,  it being  understood,
however,  that  each  Bank  shall at all  times  retain  full  control  over the
disposition of its assets.

         Section 9.14. Entire Agreement.  This Agreement, any Note and any other
Loan  Document or other  agreement,  document or instrument  attached  hereto or
executed on or as of the Closing  Date  integrate  all the terms and  conditions
mentioned herein or incidental hereto and supersede all oral representations and
negotiations and prior writings with respect to the subject matter hereof.


<PAGE>

         Section  9.15.   Governing  Law;   Submission  To  Jurisdiction.   This
Agreement,  each of the Notes and any Related  Writing  shall be governed by and
construed in  accordance  with the laws of the State of Ohio and the  respective
rights and  obligations of Borrower and the Banks shall be governed by Ohio law,
without regard to principles of conflict of laws.  Borrower  hereby  irrevocably
submits to the  non-exclusive  jurisdiction  of any Ohio state or federal  court
sitting in Cleveland or Dayton,  Ohio, over any action or proceeding arising out
of or relating to this Agreement,  the Debt or any Related Writing, and Borrower
hereby  irrevocably  agrees  that  all  claims  in  respect  of such  action  or
proceeding  may be heard and  determined  in such Ohio state or  federal  court.
Borrower,  on behalf of itself and its Subsidiaries,  hereby irrevocably waives,
to the fullest  extent  permitted by law, any  objection it may now or hereafter
have to the  laying of venue in any  action or  proceeding  in any such court as
well as any  right  it may  now or  hereafter  have to  remove  such  action  or
proceeding,  once  commenced,  to  another  court on the  grounds  of FORUM  NON
CONVENIENS or otherwise. Borrower agrees that a final, nonappealable judgment in
any such action or proceeding  shall be conclusive  and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.

         Section 9.16. Legal  Representation Of Parties. The Loan Documents were
negotiated by the parties with the benefit of legal  representation and any rule
of  construction  or  interpretation  otherwise  requiring this Agreement or any
other Loan Document to be construed or  interpreted  against any party shall not
apply to any construction or interpretation hereof or thereof.

                           [Remainder of page left intentionally blank]


<PAGE>




         SECTION 9.17. JURY TRIAL WAIVER.  BORROWER, AGENT AND EACH OF THE BANKS
WAIVE ANY RIGHT TO HAVE A JURY  PARTICIPATE  IN RESOLVING  ANY DISPUTE,  WHETHER
SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT AND THE BANKS, OR
ANY THEREOF,  ARISING OUT OF, IN CONNECTION  WITH,  RELATED TO, OR INCIDENTAL TO
THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY
NOTE OR OTHER  INSTRUMENT,  DOCUMENT  OR  AGREEMENT  EXECUTED  OR  DELIVERED  IN
CONNECTION HEREWITH OR THE TRANSACTIONS  RELATED THERETO.  THIS WAIVER SHALL NOT
IN ANY WAY AFFECT,  WAIVE,  LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY
TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT  PROVISION
CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER,
AGENT AND THE BANKS, OR ANY THEREOF.


Address: 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

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

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: 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. Dyrtrych
                                                 Name:     Paul A. Dyrtrych
                                                 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: Comerica Bank                           COMERICA BANK
         P.O. Box 75000
         Detroit, MI  48275-3285                 By:   /s/ A. J. Anderson
         Attention: A.J. Anderson                Name:     A. J. Anderson
                                                 Title:    First Vice President

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




<PAGE>




                                   SCHEDULE 1

                              BANKS AND COMMITMENTS

                                     Commitment
Financial Institution                Percentage                 Maximum Amount

KeyBank National Association        25.000000%              $    8,750,000.00

Bank One, N.A.                      24.464286%              $    8,562,500.10

Firstar Bank, N.A.                  17.142857%              $    5,999,999.95

Credit Agricole Indosuez            10.000000%              $    3,500,000.00

National City Bank                   9.642857%              $    3,062,500.00

Comerica Bank                        8.750000%              $    3,374,999.95

Bank of New York                     5.000000%              $    1,750,000.00
                                                               -----------------

                                           Total Amount:      $135,000,000.00


<PAGE>



                                   SCHEDULE 2

                              Guarantors of Payment

1.       Amcast Automotive of Indiana, Inc.

2.       Amcast Investment Services Corporation

3.       AS International, Inc.

4.       Elkhart Products Corporation

5.       LBC Group Corp.

6.       Lee Brass Company

7.       Amcast Casting Technologies Inc., an Indiana general partnership

8.       Amcast Casting Technologies, Inc., an Indiana corporation

9.       Izumi, Inc., a Delaware corporation


<PAGE>


                                    EXHIBIT A

                              REVOLVING CREDIT NOTE

$                                                               Cleveland, Ohio
 -----------------
                                                                  June 5, 2001

         FOR VALUE RECEIVED, the undersigned,  AMCAST INDUSTRIAL CORPORATION, an
Ohio corporation ("Borrower"), promises to pay on the last day of the Commitment
Period,  as defined in the Credit  Agreement (as  hereinafter  defined),  to the
order of _________ ("Bank") at the Main Office of KEYBANK NATIONAL  ASSOCIATION,
as Agent, 127 Public Square, Cleveland, Ohio 44114-1306 the principal sum of

 ....................................................................   DOLLARS

or the aggregate  unpaid principal amount of all Revolving Loans made by Bank to
Borrower pursuant to Section 2.1 of the Credit Agreement,  whichever is less, in
lawful money of the United States of America. As used herein, "Credit Agreement"
means the  Last-In-First-Out  Credit  Agreement dated as of June 5, 2001,  among
Borrower, the banks named therein and KeyBank National Association, as Agent, as
the same may from  time to time be  amended,  restated  or  otherwise  modified.
Capitalized  terms used herein shall have the  meanings  ascribed to them in the
Credit Agreement.

         Borrower also promises to pay interest on the unpaid  principal  amount
of each  Revolving  Loan  from time to time  outstanding,  from the date of such
Revolving  Loan until the payment in full  thereof,  at the rates per annum that
shall be  determined  in  accordance  with the  provisions of Section 2.1 of the
Credit  Agreement.  Such interest  shall be payable on each date provided for in
such Section 2.1; provided, however, that interest on any principal portion that
is not paid when due shall be payable on demand.

         The portions of the principal sum hereof from time to time representing
Revolving Loans and payments of principal of any thereof,  shall be shown on the
records of Bank by such method as Bank may generally employ; provided,  however,
that  failure to make any such entry  shall in no way  detract  from  Borrower's
obligations under this Note.

         If this  Note  shall not be paid at  maturity,  whether  such  maturity
occurs  by  reason  of  lapse  of  time or by  operation  of any  provision  for
acceleration of maturity contained in the Credit Agreement, the principal hereof
and the unpaid interest  thereon shall bear interest,  until paid, at a rate per
annum equal to the Default  Rate.  All  payments of principal of and interest on
this Note shall be made in immediately available funds.

         This  Note is one of the  Revolving  Credit  Notes  referred  to in the
Credit Agreement. Reference is made to the Credit Agreement for a description of
the right of the  undersigned to anticipate  payments  hereof,  the right of the
holder hereof to declare this Note due prior to its stated  maturity,  and other
terms and conditions upon which this Note is issued.


<PAGE>

         Except  as  expressly  provided  in  the  Credit  Agreement,   Borrower
expressly waives presentment, demand, protest and notice of any kind.

         The  undersigned  authorizes  any  attorney at law at any time or times
after  the  maturity  hereof  (whether  maturity  occurs  by lapse of time or by
acceleration)  to appear in any state or  federal  court of record in the United
States of America,  to waive the issuance  and service of process,  to admit the
maturity of this Note and the nonpayment  thereof when due, to confess  judgment
against the  undersigned in favor of the holder of this Note for the amount then
appearing  due,  together  with  interest  and costs of suit,  and  thereupon to
release all errors and to waive all rights of appeal and stay of execution.  The
foregoing warrant of attorney shall survive any judgment, and if any judgment be
vacated for any reason,  the holder hereof  nevertheless  may thereafter use the
foregoing  warrant of attorney  to obtain an  additional  judgment or  judgments
against  the  undersigned.  The  undersigned  agrees  that  Agent or the  Banks'
attorney may confess judgment pursuant to the foregoing warrant of attorney. The
undersigned further agrees that the attorney confessing judgment pursuant to the
foregoing warrant of attorney may receive a legal fee or other compensation from
Agent or the Banks.

                                        AMCAST INDUSTRIAL CORPORATION


                                        By:
                                        Name:
                                        Title:

================================================================================
"WARNING  -- BY  SIGNING  THIS  PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL.  IF YOU DO NOT PAY ON TIME A COURT  JUDGMENT  MAY BE  TAKEN  AGAINST  YOU
WITHOUT  YOUR PRIOR  KNOWLEDGE  AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR  WHETHER FOR
RETURNED GOODS, FAULTY GOODS,  FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT,
OR ANY OTHER CAUSE."
================================================================================



<PAGE>


                                    EXHIBIT B

                                 NOTICE OF LOAN

                                          [Date]_______________________, 20____

KeyBank National Association
127 Public Square
Cleveland, Ohio 44114-0616

Attention:
           -------------------------

Ladies and Gentlemen:

         The undersigned,  AMCAST INDUSTRIAL  CORPORATION,  an Ohio corporation,
refers  to the  Last-In-First-Out  Credit  Agreement,  dated as of June 5,  2001
("Credit  Agreement",  the terms  defined  therein  being used herein as therein
defined), among the undersigned,  the Banks, as defined in the Credit Agreement,
and  KeyBank  National  Association,  as Agent,  and  hereby  gives you  notice,
pursuant  to Section 2.3 of the Credit  Agreement  that the  undersigned  hereby
requests a Loan under the Credit  Agreement,  and in connection  therewith  sets
forth  below  the  information  relating  to the Loan (the  "Proposed  Loan") as
required by Section 2.3 of the Credit Agreement:

         (a)      The Business Day of the Proposed Loan is __________, 20__.

         (b)      The amount of the Proposed Loan is $_______________.

         The undersigned hereby certifies that the following statements are true
on the date hereof, and will be true on the date of the Proposed Loan:

                  (i) the representations and warranties  contained in each Loan
         Document  are correct,  before and after giving  effect to the Proposed
         Loan and the application of the proceeds  therefrom,  as though made on
         and as of such date;

                  (ii) no event has occurred and is continuing,  or would result
         from such Proposed Loan, or the application of proceeds therefrom, that
         constitutes a Default or Event of Default; and



<PAGE>


     (iii)the  conditions  set forth in Section 2.3 and Article IV of the Credit
          Agreement have been satisfied.

                                 Very truly yours,

                                 AMCAST INDUSTRIAL CORPORATION


                                 By:
                                 Name:
                                 Title: