Exhibit 14.18 - $15,356,000 Credit Agreement Dated September 18, 2001
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                           CASTING TECHNOLOGY COMPANY


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                                CREDIT AGREEMENT

                            dated September 18, 2001




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                     BANK ONE, INDIANA, NATIONAL ASSOCIATION






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                                TABLE OF CONTENTS


Article                                                           Page

I.       DEFINITIONS

         1.1      Certain Definitions................................1
         1.2      Other Definitions; Rules of
                  Construction......................................10


II.      THE COMMITMENT AND THE LOANS

         2.1      Commitment of Bank One............................10
         2.2      Reduction of Commitments..........................10
         2.3      Fees..............................................10
         2.4      Disbursement of Loans.............................10
         2.5      Conditions for First Disbursement.................11
         2.6      Further Conditions for Disbursement...............13
         2.7      Subsequent Elections as to Borrowings.............13
         2.8      Limitation of Requests and Elections..............13
         2.9      Minimum Amounts; Limitation on
                  Number of Borrowings..............................14
         2.10     Security and Collateral...........................14


III.     PAYMENTS AND PREPAYMENTS OF LOANS

         3.1      Principal Payments and Prepayments................14
         3.2      Interest Payments.................................15
         3.3      Payment Method....................................15
         3.4      No Setoff or Deduction............................15
         3.5      Payment on Non-Business Day; Payment Computatio...15
         3.6      Additional Costs..................................16
         3.7      Illegality and Impossibility......................17
         3.8      Indemnification...................................17


IV.      REPRESENTATIONS AND WARRANTIES

         4.1      Existence and Power...............................17
         4.2      Authority.........................................18
         4.3      Binding Effect....................................18


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         4.4      Subsidiaries......................................18
         4.5      Litigation........................................19
         4.6      Financial Condition...............................19
         4.7      Use of Loans......................................19
         4.8      Consents, Etc.....................................20
         4.9      Taxes.............................................20
         4.10     Title to Properties...............................20
         4.11     ERISA.............................................20
         4.12     Disclosure........................................20
         4.13     Environmental and Safety Matters..................21

V.       COVENANTS

         5.1      Affirmative Covenants.............................22

                  (a)      Preservation of Existence, Etc...........22
                  (b)      Compliance with Laws, Etc................22
                  (c)      Maintenance of Properties; Insurance.....22
                  (d)      Reporting Requirements...................23
                  (e)      Accounting, Access to Records, Books, ...24
                  (f)      Additional Security and Collateral.......24
                  (g)      Further Assurances.......................24
                  (h)      Payment of Indebtedness to Others........25

         5.2      Negative Covenants................................25

                  (a)      Indebtedness.............................25
                  (b)      Indebtedness to Partners/Guarantors......26
                  (c)      Liens....................................26
                  (d)      Net Worth................................27
                  (e)      Merger, Acquisitions, Etc................27
                  (f)      Disposition of Assets, Etc...............27
                  (g)      Nature of Business.......................28
                  (h)      Transactions with Affiliates.............28
                  (i)      Negative Pledge Limitation...............28
                  (j)      Distributions and Other Restricted Pay...28
                  (k)      Investment, Loans, and Advances..........28
                  (l)      Inconsistent Agreements .................28
                  (m)      Payments following Guarantor Default.....28


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VI.      DEFAULT

         6.1      Events of Default.................................29
         6.2      Remedies..........................................31
         6.3      Remedies upon Guarantor Default...................32


VII.     MISCELLANEOUS

         7.1      Amendments, Etc...................................32
         7.2      Notices...........................................33
         7.3      No Waiver by Conduct; Remedies Cumulative.........33
         7.4      Reliance on and Survival of Various Provisions....33
         7.5      Expenses..........................................33
         7.6      Successors and Assigns............................34
         7.7      Counterparts......................................34
         7.8      Governing Law.....................................34
         7.9      Table of Contents and Headings....................35
         7.10     Construction of Certain Provisions................35
         7.11     Integration and Severability......................35
         7.12     Independence of Covenants.........................35
         7.13     Intent of the Parties.............................35
         7.14     Interest Rate Limitation..........................35
         7.15     Waiver of Jury Trial..............................36


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         EXHIBITS AND SCHEDULES

         Exhibit A-1                Amended and Restated Revolving Credit Note
         Exhibit A-2                Amended and Restated Term Note
         Exhibit B                  Request for Borrowing
         Exhibit C                  Request for Continuation or
                                    Conversion of Borrowing
         Exhibit D                  Confirmation of Security Agreement
         Exhibit E                  Amended and Restated Guaranty Agreement -
                                    Bank One

         Schedule 4.5               Litigation
         Schedule 4.9               Taxes
         Schedule 4.13              Environmental Matters
         Schedule 5.2(a)            Indebtedness
         Schedule 5.2(c)            Liens






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THIS CREDIT  AGREEMENT,  dated September __, 2001 (this  "Agreement"),  is among
Casting Technology  Company,  an Indiana general partnership (the "Company") and
Bank One, Indiana,  National Association,  a national banking association ("Bank
One" or "Bank").

                                  INTRODUCTION

        The  Company,  Bank One and Asahi Bank Ltd.  ("Asahi")  are party to the
Credit  Agreement  dated  August  26,  1999  (as  amended,   the  "Prior  Credit
Agreement").

        As a result of a default by Amcast Industrial Corporation, as guarantor,
Bank One had declared a default under the Prior Credit Agreement.

     Amcast Industrial  Corporation has acquired Izumi,  U.S., a general partner
          of the Company and the debt to Asahi has been satisfied.

        The Company has  requested  that Bank One waive the default and increase
its revolving  credit facility to the aggregate  principal  amount of $6,500,000
and retain a term loan in the aggregate  principal amount of $8,856,000 in order
to provide funds to finance the Company's  corporate  purposes,  and Bank One is
willing to waive the default and maintain such a credit facility in favor of the
Company on the terms herein set forth.

        It is a condition  precedent to the financing  contemplated  hereby that
the  obligations  owing  hereunder,  as described  below,  and under the related
Revolving  Credit  Notes and Term Notes  continue to be secured by the  Security
Documents, as further described below.

        In  consideration  of the premises and of the mutual  agreements  herein
contained, the parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

     1.1  Certain Definitions. As used herein the following terms shall have the
          following respective meanings:

     "ACTI" means Amcast Casting Technologies,  Inc., an Indiana corporation and
          a general partner of the Company.

                "Affiliate",  when used with  respect to any  person,  means any
other person which,  directly or indirectly,  controls or is controlled by or is
under  common  control  with  such  person.  For  purposes  of this  definition,
"control"  (including the correlative  meanings of the terms "controlled by" and
"under common  control  with"),  with respect to any person,  means  possession,
directly or  indirectly,  of the power to direct or cause the  direction  of the
management and policies of such person,  whether through the ownership of voting
securities or by contract or otherwise.


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                "Amcast"   means   Amcast   Industrial   Corporation,   an  Ohio
corporation and parent corporation of ACTI and Izumi U.S.

                "Amcast  Forbearance  Agreement" means the agreement dated as of
June 5, 2001 entered into between Bank One and Amcast relating,  in part, to the
Cash Collateral (as defined below).

                "applicable lending office" means, with respect to any Loan made
by Bank One,  the office or of any  affiliate of Bank One located at the address
set forth next to its name in the signature  pages hereof or any other office or
affiliate hereafter selected and notified to the Company by Bank One.

                "Borrowing" means the aggregation of Loans, or continuations and
conversions  of any Loans,  made  pursuant  to Article II on a single date for a
single Interest Period,  which Borrowings may be classified for purposes of this
Agreement by referring to the type of Loans  comprising  the related  Borrowing,
e.g., a "LIBOR Rate Borrowing" is a Borrowing comprised of LIBOR Rate Loans.

                  "Borrowing  Base"  means  at any time an  amount  which is the
lesser  of (a)  the  sum of (i)  85% of  Eligible  Accounts,  plus  (ii) 60 % of
Eligible Inventory or (b) $6,500,000.

                  "Borrowing  Base  Certificate"  shall  mean a  Borrowing  Base
Certificate, in form and substance satisfactory to Bank One.

                  "Borrowing  Date"  means  the  date of  disbursing  the  first
Borrowing under Section 2.1 made in accordance with Sections 2.5 and 2.6.

                "Business  Day"  means a day other  than a  Saturday,  Sunday or
other  day  which  is a legal  holiday  or on  which  banking  institutions  are
authorized  or  required  by law or  other  governmental  action  to  close,  in
Indianapolis, Indiana, or Chicago, Illinois.

                "Capital  Lease"  of  any  person  means  any  lease  which,  in
accordance  with  generally  accepted  accounting  principles,  is or  should be
capitalized on the books of such person.

                "Cash  Collateral"  means  $1,050,000 to be pledged by Amcast on
behalf of the Company as security for the Company's obligations hereunder.

                "Closing Date" means the date of this Agreement.

                "Code" means the Internal  Revenue Code of 1986, as amended from
time to time, and the regulations thereunder.

                "Commitment"  means  the  commitment  of Bank One to make  Loans
pursuant to Section 2.1, in amounts not exceeding in aggregate  principal amount
outstanding at any time of $15,356,000, as such amounts may be reduced from time
to time pursuant to Section 2.2.


<PAGE>

                "Confirmation  of Security  Agreement" means the Confirmation of
Security  Agreement  entered  into by the Company in  substantially  the form of
Exhibit D hereto.

                "Consolidated" or "consolidated" means, when used with reference
to any financial term in this  Agreement,  the aggregate for two or more persons
of the  amounts  signified  by such term for all such  persons  determined  on a
consolidated basis in accordance with generally accepted accounting principles.

                "Cumulative  Net Income before Taxes" of any person means, as of
any date,  the net income  (before  deducting  for income and other taxes of the
person,  or the Partners in the case of the Company,  determined by reference to
the income or profits of the person) for the period  commencing on the specified
date through the end of the most  recently  completed  fiscal year of the person
(but without  reduction for any net loss incurred for any fiscal year during the
period),  taken as one accounting  period,  all as determined in accordance with
generally accepted accounting principles.

                "Default"  means any of the events or  conditions  described  in
Section 6.1 which might  become an Event of Default with notice or lapse of time
or both.

                "Dollars" and "$" means the lawful money of the United States of
America.

                "Effective Date" means the effective date specified in the first
paragraph of this Agreement.

                "Eligible  Accounts" means the portion of the Company's accounts
that the Bank  determines  from  time to time in its sole  discretion,  based on
credit policies, market conditions, the Company's business and other matters, is
eligible for use in calculating the Borrowing Base.  Without limiting the Bank's
right to determine which accounts are Eligible  Accounts,  no account will be an
Eligible Account in calculating the Borrowing Base,  unless, at a minimum,  such
account is unconditionally  due and owing to the Company,  exclusive of sales or
other taxes, from a party (the "Account Debtor") which meets the  qualifications
stated herein and meets all the following  requirements until it is collected in
full:  (a) the  account  remains  due and payable and not more than 90 days have
elapsed from the date of the original invoice  therefor,  or if a special dating
program has been approved in writing by the Bank, the account is due and payable
on a date permitted by the terms of such dating program and is not past-due; (b)
the account arises from the Company's  completed  performance of a sale of goods
and/or related services,  all such goods have been lawfully shipped and invoiced
to the Account  Debtor,  and upon the Bank's  request,  copies of all  invoices,
together  with all shipping  documents  and  delivery  receipts  evidencing  any
shipment have been  delivered to the Bank; (c) the account does not arise from a
contract  with any  government  or agency  thereof or from a  consumer;  (d) the
account is not subject to any prior assignment,  claim, lien, security interest,
or  setoff;  (e) the  account  is not  subject to any  credit,  contra  account,
allowance,  adjustment,  levy,  return of goods,  or  discount  (collectively  a
"Contra"),  provided,  however,  that unless the Account  Debtor has  asserted a
Contra,  if the amount of the account  exceeds  the amount of the  Contra,  such
excess  portion of the account shall be deemed to be an Eligible  Account to the
extent of such  excess if such  excess  meets  all  other  requirements  of this
definition;  (f) the account  does not arise from a  transaction  with a person,
corporation  or entity  affiliated  with the  Company;  (g) the  Company has not
received  notice  of  bankruptcy,  insolvency,  reorganization,  assignment  for
benefit of  creditors,  composition,  default in any  obligations  or other such
financial  difficulties of the Account Debtor;  (h) the account is not evidenced
by any chattel paper,  promissory note, payment instrument or written agreement;
(i) the account does not arise from an Account  Debtor whose mailing  address or
executive office is located outside the United States or Canada, unless the Bank
is  the  beneficiary  and/or  assignee  of  a  letter  of  credit  from  a  bank
satisfactory  to the Bank; (j) the account does not arise from an Account Debtor
to whom the  Company has  determined  to ship goods on a "cash on  delivery"  or
C.O.D.  basis; (k) the account does not arise from an Account Debtor who, in the
aggregate,  has more than 25% of its  accounts  (in number or in value) with the
Company not paid in full when more than 90 days have  elapsed  from the dates of
the original  invoices  therefor;  and (l) the Bank has not notified the Company
that the  account  or the  Account  Debtor  is  unsatisfactory  or  unacceptable
(although  the Bank  reserves the right to do so in its sole  discretion  at any
time).


<PAGE>

                  "Eligible  Inventory"  means  that  portion  of the  Company's
inventory that the Bank determines from time to time,  based on credit policies,
market conditions, the Company's business and other matters, is eligible for use
in calculating  the Borrowing  Base.  For purposes of determining  the Borrowing
Base, Eligible Inventory (unless the Bank agrees otherwise in writing) shall not
include  work in process,  obsolete or  discontinued  inventory,  supply  items,
packaging, the freight portion of raw materials,  inventory in the possession or
control of a third person for  processing or storage,  consigned  inventory,  or
inventory in transit.  All Inventory  shall be valued at the lesser of cost on a
FIFO basis or market.

                "Environmental  Laws" at any date means all  provisions  of law,
statute, ordinance, rules, regulations,  judgments, writs, injunctions, decrees,
orders,  awards and standards promulgated by the government of the United States
of America or any foreign government or by any state, province,  municipality or
other  political  subdivision  thereof  or  therein,  or by any  court,  agency,
instrumentality,  regulatory  authority or  commission  of any of the  foregoing
concerning the  protection  of, or regulating the discharge of substances  into,
the environment.

                "ERISA"  means the Employee  Retirement  Income  Security Act of
1974, as amended from time to time, and the regulations thereunder.

                "ERISA  Affiliate"  means any trade or business  (whether or not
incorporated) which, together with the Company or any Subsidiary of the Company,
would be treated as a single employer under Section 414 of the Code.

                "Event  of  Default"  means  any of  the  events  or  conditions
described in Section 6.1.

                "Existing  Loans"  means  Loans  made  under  the  Prior  Credit
Agreement,  outstanding  as of the Effective  Date of this  Agreement  including
three (3) Revolving  Credit Loans in the amounts of  $1,200,000,  $2,100,000 and
$1,200,000  totaling $4,500,000 and the Term Loan with the amount outstanding of
$8,856,000.

                "Floating  Rate"  means the per annum  rate that is equal to the
Prime Rate.


<PAGE>

                "Floating  Rate  Interest  Period"  means,  with  respect to any
Floating Rate Loan, the period  commencing on the day such Floating Rate Loan is
made or  converted  to a  Floating  Rate Loan and  ending on the last day of the
calendar month,  and each subsequent  month,  provided,  however,  that (a) each
Floating Rate Interest  Period which would otherwise end on a day which is not a
Business  Day  shall end on the next  succeeding  Business  Day,  and (b) if the
Floating Rate Interest Period before the Termination Date would otherwise end on
a day other than the  Termination  Date, then such Floating Rate Interest Period
shall end as of the Termination  Date and no Floating Rate Interest Period which
would end after the Termination Date shall be permitted.

                "Floating  Rate Loan" means any Loan which bears interest at the
Floating Rate.

                "generally  accepted  accounting   principles"  means  generally
accepted accounting principles applied on a basis consistent with that reflected
in the audited financial statements referred to in Section 4.6.

                "Guaranty" means the Guaranty-Bank One.

                "Guarantor" means Amcast and each person otherwise entering into
a guaranty from time to time.

                "Guarantor  Default"  means  an Event of  Default  set  forth in
Section 6.1(i) of this Agreement.

                "Guaranty-Bank  One"  means  the  Second  Amended  and  Restated
Guaranty  Agreement-Bank  One of even date herewith,  entered into by Amcast for
the benefit of Bank One, in substantially  the form of Exhibit E hereto,  and as
otherwise amended, modified, or confirmed from time to time.

                "Indebtedness"  of any  person  means,  as of any date,  (a) all
obligations  of such person for  borrowed  money,  (b) all  obligations  of such
person as lessee under any Capital Lease, (c) all obligations  which are secured
by any Lien existing on any asset or property of such person  whether or not the
obligation  secured  thereby  shall have been  assumed by such  person,  (d) the
unpaid purchase price for goods,  property or services  acquired by such person,
except for trade  accounts  payable  arising in the ordinary  course of business
that are not past due,  (e) all  obligations  of such person to purchase  goods,
property or services  where payment  therefor is required  regardless of whether
delivery of such goods or property or the  performance  of such services is ever
made or tendered  (generally  referred to as "take or pay  contracts"),  (f) all
liabilities of such person in respect of Unfunded Benefit  Liabilities under any
Plan or of any ERISA Affiliate, (g) all obligations of such person in respect of
any  interest  rate or  currency  swap,  rate cap or other  similar  transaction
(valued in an amount  equal to the highest  termination  payment,  if any,  that
would be payable by such person upon  termination  for any reason on the date of
determination),  and (h) all obligations of others similar in character to those
described in clauses (a) through (g) of this definition for which such person is
contingently liable, as obligor,  guarantor, surety or in any other capacity, or
in respect of which  obligations  such person assures a creditor against loss or
agrees to take any action to prevent any such loss (other than  endorsements  of
negotiable  instruments  for  collection  in the ordinary  course of  business),
including  without  limitation all  reimbursement  obligations of such person in
respect  of  letters of credit,  surety  bonds or  similar  obligations  and all
obligations of such person to advance funds to, or to purchase assets,  property
or services from, any other person in order to maintain the financial  condition
of such other person.


<PAGE>

                "Interest  Payment  Date"  means  the last  day of the  Interest
Period.

                "Interest  Period" means any Floating  Rate Interest  Period and
any LIBOR Rate Interest Period.

     "Izumi U.S."  means  Izumi,  Inc.,  a  Delaware  corporation  and a general
          partner of the Company.

                "LIBOR Rate" means the average of the London  interbank  offered
rates set forth on the "LIBO" page of the Reuters Monitor Money Rate Service (or
appropriate  successor  or  comparable  replacement)  determined  by Bank One at
approximately  11:00 a.m.  London  time  three  Business  Days after  receipt of
Exhibit B in  accordance  with the  provisions  of  Section  2.4 or Exhibit C in
accordance with the provisions of Section 2.7.

                "LIBOR Rate Interest  Period"  means,  with respect to any LIBOR
Rate  Loan,  the  period  commencing  on the day such LIBOR Rate Loan is made or
converted to a LIBOR Rate Loan and ending on the  thirtieth day  thereafter  and
each subsequent thirty day period,  provided,  however, that (a) each LIBOR Rate
Interest  Period which would  otherwise end on a day which is not a Business Day
shall  end on the  next  succeeding  Business  Day,  and (b) if the  LIBOR  Rate
Interest Period before the  Termination  Date would otherwise end on a day other
than the Termination  Date, then such LIBOR Rate Interest Period shall end as of
the Termination Date and no LIBOR Rate Interest Period which would end after the
Termination Date shall be permitted.

                "LIBOR  Rate Loan"  means any Loan which  bears  interest at the
LIBOR Rate plus 225 basis points.

                "Lien" means any pledge,  assignment,  hypothecation,  mortgage,
security  interest,  deposit  arrangement,  option,  conditional  sale or  title
retaining contract, sale and leaseback transaction,  financing statement filing,
lessor's or lessee's  interest  under any lease,  subordination  of any claim or
right, or any other type of lien, charge, encumbrance,  preferential arrangement
or other claim or right.

                "Loan"  means  any  Revolving  Credit  Loan  and any  Term  Loan
including  Existing  Loans.  Any  such  Loan  or  portion  thereof  may  also be
denominated  as a LIBOR Rate Loan until  converted  to a Floating  Rate Loan and
such LIBOR Rate Loans and Floating  Rate Loans are referred to herein as "types"
of Loans.

                "Management  Committee"  means the  Management  Committee of the
Company established under Section 2.02-1 of the Partnership Agreement.


<PAGE>

                "Maturity  Date"  means  the  maturity  date  of the  Term  Loan
maintained under Section 2.1(b), which will be August 3, 2003.

                "Multiemployer  Plan" means any "multiemployer  plan" as defined
in Section 4001(a)(3) of ERISA or Section 414(f) of the Code.

                "Net Worth" of any person means,  as of any date,  the net worth
of such person (or, in the case of the Company,  the net partners capital of the
Company), as defined under generally accepted accounting principles.

                "Note" means any  Revolving  Credit Note or Term Note  including
any Revolving Credit Note or Term Note evidencing the Existing Loans.

                "Overdue  Rate" means (a) in respect of  principal  of Loans,  a
rate per annum that is equal to the sum of two  percent  (2%) per annum plus the
per annum  rate in effect  thereon  until the end of the  then-current  Interest
Period for such Loan and, thereafter,  a rate per annum that is equal to the sum
of two  percent  (2%) per annum plus the  Floating  Rate,  and (b) in respect of
other amounts payable by the Company  hereunder,  a per annum rate that is equal
to the sum of two percent (2%) per annum plus the Floating Rate.

                "PBGC" means the Pension  Benefit  Guaranty  Corporation and any
entity succeeding to any or all of its functions under ERISA.

     "Partners" means ACTI and Izumi U.S., the general  partners of the Company.

                "Partnership  Agreement" means that certain Amended and Restated
Joint Venture Partnership Agreement, dated April 14, 1994, between the Partners,
as it may be amended from time to time.

                "Payment  Date"  means  each  February  3, May 3,  August 3, and
November 3,  commencing  on the first such date  occurring  after the  Effective
Date.

                "Permitted  Liens"  means  Liens  permitted  by  Section  5.2(c)
hereof.

                "Person" or "person" shall include an individual, a corporation,
an association, a partnership, a limited liability company, a trust or estate, a
joint stock company, an unincorporated organization, a joint venture, a trade or
business (whether or not incorporated),  a government  (foreign or domestic) and
any agency or political subdivision thereof, or any other entity.

                "Plan" means any pension plan (other than a Multiemployer  Plan)
subject to Title IV of ERISA or to the minimum funding  standards of Section 412
of the Code  which  has been  established  or  maintained  by the  Company,  any
Subsidiary of the Company or any ERISA Affiliate,  or by any other person if the
Company,  any  Subsidiary  of the  Company  or any ERISA  Affiliate  could  have
liability with respect to such pension plan.


<PAGE>

                "Prime Rate" means the per annum rate announced by Bank One from
time to time as its "prime rate" (it being acknowledged that such announced rate
may  not  necessarily  be  the  lowest  rate  charged  Bank  One  to  any of its
customers), which Prime Rate shall change simultaneously with any change in such
announced rate.

                "Prohibited  Transaction"  means any  transaction  involving any
Plan which is proscribed by Section 406 of ERISA or Section 4975 of the Code.

                "Reportable  Event"  means a  reportable  event as  described in
Section  4043(b) of ERISA including those events as to which the thirty (30) day
notice period is waived under Part 2615 of the  regulations  promulgated  by the
PBGC under ERISA.

                "Revolving  Credit Loan" means any  borrowing  under Section 2.4
evidenced by the Revolving Credit Notes and made pursuant to Section 2.1.

                "Revolving Credit Note" means any promissory note of the Company
evidencing the Revolving Credit Loans, in substantially  the form annexed hereto
as Exhibit A-1, as amended or modified  from time to time and together  with any
promissory note or notes issued in exchange or replacement therefor.

                "Security  Agreement"  means the Security  Agreement dated as of
July 28,  1995,  entered  into by the  Company  for the  benefit of Bank One, as
amended or modified from time to time.

                "Security   Documents"   means,   collectively,   the   Security
Agreement,  the Guaranty,  the document  evidencing the collateral  interests as
described  in  Section  2.10 and all other  related  agreements  and  documents,
including  amendments,   confirmations,   financing   statements,   and  similar
documents,  otherwise  entered  into  by any  person  to  secure  the  Company's
obligations under this Agreement.

                "Subsidiary"  of any person means any other person  (whether now
existing or hereafter  organized  or  acquired) in which (other than  directors'
qualifying  shares  required  by law) at least a majority of the  securities  or
other  ownership  interests  of each  class  having  ordinary  voting  power  or
analogous right (other than  securities or other ownership  interests which have
such power or right only by reason of the  happening of a  contingency),  at the
time as of which any determination is being made, are owned, beneficially and of
record,  by such  person  or by one or more of the  other  Subsidiaries  of such
person or by any combination thereof.  Unless otherwise specified,  reference to
"Subsidiary" means a Subsidiary of the Company.

                "Term Loan" means any  borrowing  under Section 2.4 evidenced by
the Term Note and made pursuant to Section 2.1. The Term Loan shall be continued
as a LIBOR Rate Loan or Floating Rate Loan.

                "Term Note" means the promissory note of the Company  evidencing
the Term Loans in  substantially  the form annexed to the Prior Credit Agreement
as Exhibit A-2, as amended and  restated in the Amended and  Restated  Term Note
attached  hereto as  Exhibit  A-2 and as may be  modified  from time to time and
together  with any  promissory  note or notes issued in exchange or  replacement
therefor.


<PAGE>

                "Termination Date" (of the revolver period) means the earlier to
occur of (a) September 1, 2002, and (b) the date on which the  Commitment  shall
be terminated pursuant to Section 6.2.

                "Unfunded Benefit  Liabilities"  means, with respect to any Plan
as of any date,  the amount of the unfunded  benefit  liabilities  determined in
accordance with Section 4001(a)(18) of ERISA.

        1.2 Other Definitions;  Rules of Construction. As used herein, the terms
"Company", "Bank One", "Prior Credit Agreement", and "this Agreement" shall have
the respective meanings ascribed thereto in the introductory  paragraphs of this
Agreement.  Such terms,  together  with the other terms  defined in Section 1.1,
shall  include  both the  singular  and the plural  forms  thereof  and shall be
construed  accordingly.  All computations  required  hereunder and all financial
terms used  herein  shall be made or  construed  in  accordance  with  generally
accepted accounting  principles unless such principles are inconsistent with the
express requirements of this Agreement. Use of the terms "herein", "hereof", and
"hereunder" shall be deemed references to this Agreement in its entirety and not
to the Section or clause in which such term  appears.  References  to "Sections"
and "subsections"  shall be to Sections and subsections,  respectively,  of this
Agreement unless otherwise specifically provided.

                                   ARTICLE II

                          THE COMMITMENT AND THE LOANS

         2.1      Commitment of Bank One.
                  ----------------------

                  (a) Revolving  Credit Loans.  Bank One agrees,  subject to the
terms of this Agreement,  to make Revolving Credit Loans to the Company pursuant
to Section 2.4, from time to time from and  including the Borrowing  Date to but
excluding the  Termination  Date,  not to exceed the Borrowing Base in aggregate
principal amount at any time outstanding.

     (b)  Term Loan. Bank One agrees, subject to the terms of this Agreement, to
          maintain a single Term Loan to the Company with a principal
          presently outstanding of $8,856,000.

         2.2 Reduction of Commitment. The Company shall have the right to reduce
the Commitment at any time and from time to time,  provided that (a) the Company
shall  give  notice of such  reduction  to Bank One  specifying  the  amount and
effective date thereof,  (b) each partial  reduction of the Commitments shall be
in a minimum amount of $500,000 and in an integral multiple of $50,000 and shall
reduce the Commitment,  (c) no such reduction shall be permitted with respect to
any portion of the Commitment as to which a request for a Borrowing  pursuant to
Section 2.4 is then pending, and (d) the Commitment may not be reduced below the
principal  amount of Loans  then  outstanding.  The  Commitment  or any  portion
thereof reduced pursuant to this Section 2.2, whether optional or mandatory, may
not be reinstated.


<PAGE>

         2.3 Fees. The Company agrees to pay to Bank One a commitment fee on the
daily average unused amount of the Commitment, for the period from the Effective
Date to but excluding the Termination  Date, at a rate equal to three-eighths of
one  percent  (3/8 of 1%) per annum.  Accrued  commitment  fees shall be payable
quarterly in arrears on each Payment Date, and also on the Termination Date.

        2.4  Disbursement  of Loans . (a) The Company shall give Bank One notice
of its request for each Borrowing of Revolving Credit Loans in substantially the
form of Exhibit B hereto, in the case of each Floating Rate Borrowing, not later
than  10:00  a.m.  Indianapolis  time one  Business  Day  prior to the date such
Borrowing is requested,  and in the case of each LIBOR Rate Borrowing, not later
than 10:00 a.m.  Indianapolis  time,  three Business Days prior to the date such
Borrowing is requested  which  notice  shall  specify the Interest  Period to be
initially applicable to such Borrowing.

                (b) Subject to the terms of this Agreement, the proceeds of each
such  requested  Loan shall be made  available to the Company by depositing  the
proceeds thereof,  in immediately  available funds, in an account maintained and
designated by the Company at the principal office of Bank One.

                (c) All Revolving Credit Loans made under this Section 2.4 shall
be  evidenced  by the  Revolving  Credit  Note and the Term Loan made under this
Section 2.4 shall be evidenced by the Term Note, and all such Loans shall be due
and payable and bear interest as provided in Article III. The Company authorizes
Bank One to record in its books and  records  the date,  and  amount and type of
each Loan and the duration of the related Interest Period (if  applicable),  the
amount  of each  payment  or  prepayment  of  principal  thereon,  and any other
appropriate  information  which books and records shall  constitute  prima facie
evidence of the information so recorded, provided, however, that failure of Bank
One to record, or any error in recording, any such information shall not relieve
the Company of its obligation to repay the outstanding  principal  amount of the
Loan,  all accrued  interest  thereon and other  amounts  payable  with  respect
thereto in accordance with the terms of the Notes and this Agreement. Subject to
the terms of this Agreement, the Company may borrow Revolving Credit Loans under
this  Section 2.4,  prepay  Revolving  Credit Loans  pursuant to Section 3.1 and
reborrow Revolving Credit Loans but not the Term Loan under this Section 2.4.

        2.5  Conditions  for First  Disbursement.  The obligation of Bank One to
make  the  first  Borrowing  hereunder  is  subject  to Bank One  receiving  the
following  documents and the  following  matters  being  completed,  in form and
substance satisfactory to Bank One:

                  (a)  Charter  Documents.  Certificates  of recent  date of the
appropriate  authority or official of the Company's,  Amcast's,  and each of the
Partners' respective state of organization or incorporation  listing all charter
documents of the Company,  Amcast,  and the Partners,  respectively,  on file in
that office and  certifying as to the good  standing and valid  existence of the
Company,  Amcast, and the Partners,  respectively,  together with copies of such
charter  documents  of the  Company,  Amcast,  and the  Partners,  respectively,
certified as of a recent date by such  authority  or official  and  certified as
true and correct as of the Closing Date by a duly authorized  general partner or
officer of the Company, Amcast, or the Partners, as appropriate;


<PAGE>

                  (b)  By-Laws  and  Authorizations.  Copies of the  by-laws  of
Amcast and the Partners,  together with all authorizing resolutions and evidence
of other action taken by the Company,  Amcast, and the Partners to authorize the
execution, delivery and performance by the Company and Amcast of this Agreement,
the  Notes,  and the  Security  Documents  to  which  the  Company  and  Amcast,
respectively,  is a party  and  the  consummation  by the  Company  and  Amcast,
respectively,  of the transactions contemplated hereby and thereby, certified as
true and correct as of the Closing Date by a duly authorized  general partner or
officer of the Company, Amcast, or the Partners, as appropriate;

                  (c) Incumbency Certificate.  Certificates of incumbency of the
Company,  Amcast and the Partners  containing,  and attesting to the genuineness
of, the signatures of those officers authorized to act on behalf of the Company,
Amcast and the Partners in connection  with this Agreement,  the Notes,  and the
Security  Documents  to  which  the  Company  or  Amcast  is  a  party  and  the
consummation by the Company and Amcast of the transactions  contemplated hereby,
certified  as true  and  correct  as of the  Closing  Date by a duly  authorized
general  partner  or  officer  of  the  Company,  Amcast  or  the  Partners,  as
appropriate;

     (d)  Notes. The Amended and Restated  Revolving Credit Note and Amended and
          Restated Term Note are duly executed on behalf of the Company;

                  (e) Security Documents. The Confirmation of Security Agreement
duly executed on behalf of the Company and the Guaranty  Agreement-Bank One duly
executed on behalf of Amcast,  granting to Bank One the  collateral and security
intended to be provided pursuant to Section 2.10, together with:

     (i)  Recording, Filing, Etc. Evidence of the recordation,  filing and other
          action  (including payment of any applicable
          taxes or fees) in such jurisdictions as Bank One may deem necessary or
          appropriate  with respect to the  Security  Documents,  including  the
          filing of financing  statements and similar  documents  which Bank One
          may deem necessary or  appropriate to create,  preserve or perfect the
          liens,  security  interests and other rights intended to be granted to
          Bank One  thereunder,  together  with Uniform  Commercial  Code record
          searches in such offices as Bank One may request;

     (ii) Leased Property;  Landlord Waivers.  A schedule setting forth all real
          property  leased by the Company,  together  with copies of the related
          leases,  certified as true and correct as of the  Effective  Date by a
          duly  authorized  partner  of the  Company  and an  agreement  of each
          landlord under such leases,  in form and substance  acceptable to Bank
          One,  waiving its  distraint,  lien and similar rights with respect to
          any property subject to the Security  Documents and agreeing to permit
          Bank One to enter such premises in connection therewith; and

     (iii)Casualty  and Other  Insurance.  Evidence  that the casualty and other
          insurance  required  pursuant to Section  5.1(c) and paragraph 1(e) of
          the Security Agreement is in full force and effect;

                (f) Legal  Opinions.  The favorable  written opinion of Thompson
Hine LLP,  counsel for the Company,  Amcast,  and the  Partners,  and of Baker &
Daniels,  their special Indiana counsel which  collectively will address each of
the matters set forth in Sections 4.1 (other than Section 4.1(c)), 4.2, 4.3, and
4.8, in paragraph 1(a) of the Security Agreement, and paragraphs 5(a), (b), (c),
and (g) of the  Guaranty,  and such  other  matters  as Bank One may  reasonably
request;


<PAGE>

                (g) Consents,  Approvals,  Etc. Copies of all  governmental  and
non-governmental    consents,    approvals,    authorizations,     declarations,
registrations  or  filings,  if any,  required  on the  part of the  Company  or
Guarantor in connection  with the  execution,  delivery and  performance of this
Agreement, the Notes, or the Security Documents or the transactions contemplated
hereby or as a condition to the  legality,  validity or  enforceability  of this
Agreement,  the Notes or any of the  Security  Documents,  certified as true and
correct and in full force and effect as of the Closing Date by a duly authorized
general  partner of the Company,  or if none are required,  a  certificate  of a
general partner to that effect; and

     (h)  Cash  Collateral.  The deposit of the Cash Collateral in an account at
          Bank One.

     2.6  Further  Conditions  for  Disbursement.  The obligation of Bank One to
          make any Loan or any  continuation or conversion under Section 2.7, is
          further subject to the following conditions precedent being satisfied:

                  (a) The representations and warranties contained in Article IV
and in the  Security  Documents  shall be true and correct on and as of the date
such  Loan is made  (both  before  and  after  such  Loan  is  made)  as if such
representations and warranties were made on and as of such date;

                  (b) No Event of Default or Default  shall  exist or shall have
occurred  and be  continuing  on the date such Loan is made  (whether  before or
after such Loan is made);

                  (c) The Company  shall have executed and delivered all further
documents  and taken all  further  action  that Bank One may request in order to
perfect  its  security  interest  in the  collateral  to be  purchased  with the
proceeds of the requested Loan.

                (d) The Company shall have delivered Borrowing Base Certificates
to Bank One on a weekly  basis by the end of the second  Business Day after each
Friday.

The Company shall be deemed to have made a  representation  and warranty to Bank
One at the time of the making of, and the  continuation  or conversion  of, each
Loan to the effect set forth in clauses  (a) and (b) of this  Section  2.6.  For
purposes of this Section 2.6, the  representations  and warranties  contained in
Section 4.6 shall be deemed made with respect to both the  financial  statements
referred to therein and the most recent financial  statements delivered pursuant
to Section 5.1(d)(ii) and (iii).

        2.7 Subsequent  Elections as to Borrowings.  Each Revolving  Credit Loan
and Term Loan  outstanding  under the terms of the Prior  Credit  Agreement as a
Floating  Rate Loan shall  continue as a Floating Rate Loan until the end of the
then-applicable  Floating Rate  Interest  Period (as defined in the Prior Credit
Agreement),  at which time Company shall give Bank One notice of its request for
each  continuation  or  conversion  of  borrowing in  substantially  the form of
Exhibit C hereto,  in the case of each Floating Rate  Borrowing,  not later than
10:00 a.m.  Indianapolis  time one Business Day prior to the date such Borrowing
is requested, and in the case of each LIBOR Rate Borrowing, not later than 10:00
a.m.  Indianapolis time, three Business Days prior to the date such Borrowing is
requested  which  notice  shall  specify  the  Interest  Period to be  initially
applicable to such Borrowing.  Such Floating Rate Loan shall be converted into a
Floating  Rate  Loan with a  Floating  Rate  Interest  Period of not more than a
calendar  month or LIBOR Rate Loan with LIBOR Rate  Interest  Period of not more
than thirty (30) days.


<PAGE>

        2.8  Limitation  of Requests and  Elections.  Notwithstanding  any other
provision of this Agreement to the contrary,  and in order to give effect to the
provisions of Section  3.1(a),  the Company  shall make requests for  Borrowings
pursuant to Section 2.4, and requests for  continuations of Borrowings  pursuant
to Section 2.7, such that, on each date that any scheduled  principal payment is
due with  respect  to any Loan  pursuant  to  Section  3.1(a),  Loans  having an
Interest Period ending on such date are outstanding on such date in an aggregate
principal amount not less than the amount of such principal payment.

        2.9 Minimum Amounts; Limitation on Number of Borrowings.  Except for (a)
Borrowings  which exhaust the entire  remaining amount of the Commitment and (b)
payments  required  pursuant  Section 3.7, each Borrowing and each  continuation
pursuant to Section 2.7 and each prepayment thereof shall be in a minimum amount
of $50,000 and in an integral multiple of $10,000.

        2.10  Security  and  Collateral.  To secure the payment  when due of the
Notes and all other obligations of the Company under this Agreement to Bank One,
the Company shall execute and deliver, or cause to be executed and delivered, to
Bank One Security Documents granting the following:

     (a)  Security  interests  in  all  presently  owned  machinery,  equipment,
          inventory, accounts and general intangibles of the Company.

     (b)  Security  interests in all other security and collateral  described in
          the Security Documents.

(c) An  assignment  of deposit  accounts  pursuant to which  Amcast  assigns the
account containing the Cash Collateral to Bank One.

     (d)  A mortgage  interest on real estate located at 1450  Musicland  Drive,
          Franklin, IN 46131.

                                   ARTICLE III

                        PAYMENTS AND PREPAYMENTS OF LOANS

        3.1 Principal  Payments and  Prepayments.  (a) Unless earlier payment is
required  under  this  Agreement  (i) the  Company  shall pay to Bank One on the
Termination Date the entire outstanding principal amount of the Revolving Credit
Loans  and (ii) the  Company  shall  pay to Bank One the  outstanding  principal
amount of the Term  Loan in 7 equal  quarterly  installments  of  $750,000  each
payable on each Payment  Date,  to and  including  the Maturity  Date,  when the
entire outstanding principal amount of the Term Loan shall be due and payable.


<PAGE>

     (b)  Subject to Section  2.9 above,  the  Company  may at any time and from
          time  to time  prepay  all or a  portion  of the  Borrowings,  without
          premium or penalty.

     (c)  All prepayments of the Term Loan, whether optional or mandatory, shall
          be applied to  installments  of  principal of the Term Loan in inverse
          order of their  maturities and no partial  prepayment of the Term Loan
          shall   reduce  the  amount  or  defer  the  date  of  the   scheduled
          installments of principal required to be paid thereon.

        3.2 Interest Payments. The Company shall pay interest to Bank One on the
unpaid principal amount of each Loan, for the period commencing on the date such
Loan is made until such Loan is paid in full, on each Interest  Payment Date and
at maturity  (whether at stated  maturity,  by acceleration  or otherwise),  and
thereafter  on demand.  Notwithstanding  the  foregoing,  the Company  shall pay
interest on demand at the Overdue Rate on the  outstanding  principal  amount of
any Loan and any other amount payable by the Company hereunder which is not paid
in full when due (whether at stated maturity,  by acceleration or otherwise) for
the period  commencing  on the due date thereof  until the same is paid in full,
provided, however, that interest shall accrue and be computed on any installment
of interest  which has become due and remains unpaid at the lower of the Overdue
Rate and the highest legal rate then  permitted on such amounts from the time at
which it becomes due until paid.

        3.3 Payment Method. (a) All payments to be made by the Company hereunder
will be made in Dollars and in  immediately  available  funds to Bank One at its
address set forth in Section 7.2 not later than 1:00 p.m.  Indianapolis  time on
the date on which such payment shall become due.  Payments  received  after 1:00
p.m.  Indianapolis  time shall be deemed to be payments  made prior to 1:00 p.m.
Indianapolis  time on the next succeeding  Business Day. The Company  authorizes
the  Bank One to  charge  its  account  with  Bank One in order to cause  timely
payment of amounts due hereunder to be made  (subject to sufficient  funds being
available in such account for that purpose).

                (b) At the time of making each such payment,  the Company shall,
subject to the other terms of this  Agreement,  specify to Bank One that Loan or
other  obligation  of the  Company  hereunder  to which  such  payment  is to be
applied.  In the  event  that the  Company  fails  to so  specify  the  relevant
obligation or if an Event of Default shall have occurred and be continuing,  the
Bank One may apply such payments as it may  determine in its sole  discretion to
obligations  of the  Company  to  Bank  One  arising  under  this  Agreement  or
otherwise.

        3.4 No Setoff or  Deduction.  All payments of principal  and interest on
the Loans and other amounts  payable by the Company  hereunder  shall be made by
the Company without setoff or  counterclaim,  and free and clear of, and without
deduction  or  withholding  for, or on account of, any present or future  taxes,
levies, imposts, duties, fees, assessments, or other charges of whatever nature,
imposed by any  governmental  authority,  or by any department,  agency or other
political subdivision or taxing authority.


<PAGE>

        3.5  Payment  on  Non-Business  Day;  Payment  Computations.  Except  as
otherwise  provided in this Agreement to the contrary,  whenever any installment
of  principal  of, or interest  on, any Loan or any other  amount due  hereunder
becomes  due and  payable on a day which is not a  Business  Day,  the  maturity
thereof shall be extended to the next  succeeding  Business Day and, in the case
of any  installment of principal,  interest shall be payable thereon at the rate
per annum  determined in accordance  with this Agreement  during such extension.
Computations  of interest and other  amounts due under this  Agreement  shall be
made on the  basis of a year of 360 days (or 365 or 366 days as the case may be,
when  determining  the  Floating  Rate) for the actual  number of days  elapsed,
including the first day but excluding the last day of the relevant period.

        3.6 Additional  Costs. (a) In the event that any applicable law, treaty,
rule or regulation  (whether domestic or foreign) now or hereafter in effect and
whether  or not  presently  applicable  to Bank One,  or any  interpretation  or
administration   thereof  by  any  governmental   authority   charged  with  the
interpretation  or  administration  thereof,  or compliance by Bank One with any
guideline, request or directive of any such authority (whether or not having the
force of law), shall (i) affect the basis of taxation of payments to Bank One of
any  amounts  payable by the  Company  under this  Agreement  (other  than taxes
imposed on the overall net income of Bank One,  by the  jurisdiction,  or by any
political  subdivision or taxing  authority of any such  jurisdiction,  in which
Bank One, as the case may be, has its principal  office),  or (ii) shall impose,
modify or deem applicable any reserve,  special  deposit or similar  requirement
against  assets of,  deposits with or for the account of, or credit  extended by
Bank One. A  statement  as to the amount of such  increased  cost or reduced sum
receivable,  prepared  in good  faith and in  reasonable  detail by Bank One and
submitted by Bank One to the Company,  shall be  conclusive  and binding for all
purposes absent manifest error in computation.

                (b) In the  event  that  any  applicable  law,  treaty,  rule or
regulation  (whether domestic or foreign) now or hereafter in effect and whether
or not presently applicable to Bank One, or any interpretation or administration
thereof  by any  governmental  authority  charged  with  the  interpretation  or
administration thereof, or compliance by Bank One with any guideline, request or
directive  of any such  authority  (whether  or not  having  the  force of law),
including any risk-based capital guidelines,  affects or would affect the amount
of capital required or expected to be maintained by Bank One (or any corporation
controlling  Bank One) and Bank  One,  as the case may be,  determines  that the
amount of such capital is increased by or based upon the existence of Bank One's
obligations  hereunder  and such increase has the effect of reducing the rate of
return  on  Bank  One's  (or  such  controlling   corporation's)  capital  as  a
consequence of such  obligations  hereunder to a level below that which Bank One
(or such controlling corporation) could have achieved but for such circumstances
(taking into  consideration its policies with respect to capital adequacy) by an
amount  deemed by Bank One to be  material,  then the Company  shall pay to Bank
One, as the case may be, from time to time, upon request by Bank One, additional
amounts sufficient to compensate Bank One (or such controlling  corporation) for
any  increase in the amount of capital and reduced rate of return which Bank One
reasonably determines to be allocable to the existence of Bank One's obligations
hereunder  for the  period of up to 200 days  after the event  resulting  in the
increased capital  requirement and reduced rate of return. A statement as to the
amount of such compensation,  prepared in good faith and in reasonable detail by
Bank One, as the case may be, and submitted by Bank One to the Company, shall be
conclusive and binding for all purposes absent manifest error in computation.


<PAGE>

        3.7 Illegality and Impossibility.  In the event that any applicable law,
treaty,  rule or  regulation  (whether  domestic or foreign) now or hereafter in
effect  and  whether  or  not   presently   applicable   to  Bank  One,  or  any
interpretation or administration  thereof by any governmental  authority charged
with the  interpretation  or administration  thereof,  or compliance by Bank One
with any  guideline,  request or  directive  of such  authority  (whether or not
having the force of law), including without limitation exchange controls,  shall
make it unlawful  or  impossible  for the Bank to  maintain  any LIBOR Rate Loan
under this Agreement, the Company shall upon receipt of notice thereof from Bank
One, repay in full the then-outstanding principal amount of each LIBOR Rate Loan
so affected,  together with all accrued  interest thereon to the date of payment
and all amounts  owing to Bank One under Section 3.8, (a) on the last day of the
then-current  LIBOR  Interest  Period  applicable  to such  Loan if Bank One may
lawfully  continue to maintain such Loan to such day, or (b)  immediately if the
Bank may not continue to maintain such Loan to such day.

        3.8 Indemnification.  If the Company makes any payment of principal with
respect to any Loan on any other date than the last day of the  Interest  Period
applicable  thereto (whether pursuant to Section 3.7, Section 6.2 or otherwise),
or if the Company  fails to borrow any Loan after  notice has been given to Bank
One in accordance  with Section 2.4, or if the Company fails to make any payment
of  principal  or  interest  in respect of a Loan when due,  the  Company  shall
reimburse Bank One on demand for any resulting loss or expense  incurred by each
Bank  One,   including  without  limitation  any  loss  incurred  in  obtaining,
liquidating or employing  deposits from third  parties,  whether or not Bank One
shall have funded or  committed  to fund such Loan. A statement as to the amount
of such loss or  expense,  prepared in good faith and in  reasonable  detail and
submitted by Bank One to the Company,  shall be  conclusive  and binding for all
purposes  absent  manifest  error in  computation.  Calculation  of all  amounts
payable  under  this  Section  3.8 shall be made as though  Bank One shall  have
actually  funded or committed to fund the relevant  Loan through the purchase of
an underlying deposit in an amount equal to the amount of such Loan and having a
maturity comparable to the related Interest Period; provided, however, that Bank
One may fund any Loan in any  manner  it sees fit and the  foregoing  assumption
shall be utilized only for the purpose of calculation  of amounts  payable under
this Section 3.8.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

        The Company represents and warrants that:

        4.1  Existence  and  Power.  (a) The  Company  is a general  partnership
organized,  validly existing and is good standing under the laws of the State of
Indiana,  and is  qualified  to do  business,  and is in good  standing,  in all
additional  jurisdictions where such qualification is necessary under applicable
law.  The  Company  has all  requisite  partnership  power to own or  lease  the
properties  used in its  business  and to carry  on its  business  as now  being
conducted  and as proposed  to be  conducted,  and to execute  and deliver  this
Agreement,  the Notes and the  Security  Documents to which it is a party and to
engage in the transactions contemplated by this Agreement.


<PAGE>

                (b)  Each  of the  Partners  is a  corporation  duly  organized,
validly  existing  and  in  good  standing  under  the  laws  of  its  state  of
incorporation and is duly qualified to do business,  and is in good standing, in
all  additional  jurisdictions  where  such  qualification  is  necessary  under
applicable law (including without limitation the State of Indiana).  Each of the
Partners has all requisite  corporate  power to own or lease the properties used
in its  business  and to carry on its  business  as now being  conducted  and as
proposed to be conducted, and to execute and deliver this Agreement on behalf of
the Company.

                (c)  The   partnership   interests   in  the  Company  are  held
beneficially  and of record sixty  percent (60%) by ACTI and forty percent (40%)
by Izumi U.S.  Amcast  owns  beneficially  and of record all of the  outstanding
equity securities of ACTI and Izumi U.S.

        4.2  Authority.  (a) The  execution,  delivery  and  performance  by the
Company of this Agreement,  the Notes, and the Security Documents to which it is
a  party  are not in  contravention  of any  law,  rule  or  regulation,  or any
judgment, decree, writ, injunction,  order or award of any arbitrator,  court or
governmental  authority,  or of the terms of the  Company's  charter,  or of any
contract or  undertaking to which the Company is a party or by which the Company
or its property  may be bound or affected and will not result in the  imposition
of any Lien except for Permitted Liens.

                (b) The execution,  delivery and  performance by the Partners on
behalf of the Company of this Agreement,  the Notes, and the Security  Documents
to which the  Company  is a party  have been duly  authorized  by all  necessary
corporate action and are not in contravention of any law, rule or regulation, or
any judgment, decree, writ, injunction,  order or award of any arbitrator, court
or governmental  authority, or of the terms of the charter of either Partner, or
of any contract or  undertaking  to which either  Partner is a party or by which
either  Partner or its  property may be bound or affected and will not result in
the imposition of any Lien except for Permitted Liens.

        4.3 Binding  Effect.  This  Agreement is, and the Notes and the Security
Documents  to which the  Company is a party when  delivered  hereunder  will be,
legal,  valid  and  binding   obligations  of  the  Company  and  its  Partners,
enforceable  against  the  Company and its  Partners  in  accordance  with their
respective  terms,  except  as  enforceability  may  be  limited  by  applicable
bankruptcy,  insolvency,  reorganization,  moratorium or similar laws  affecting
enforcement of creditors  rights  generally and by general  principles of equity
(whether applied in a proceeding at law or in equity).

        4.4 Subsidiaries. The Company has no Subsidiaries as of the date hereof,
but each corporation  becoming a Subsidiary of the Company after the date hereof
will be a  corporation  duly  organized,  validly  existing and in good standing
under the laws of its jurisdiction of  incorporation  and will be duly qualified
to do business in each additional  jurisdiction  where such qualification may be
necessary  under  applicable  law. Each  Subsidiary of the Company will have all
requisite  corporate  power to own or lease the properties  used in its business
and to carry on its  business  as now  being  conducted  and as  proposed  to be
conducted.  All  outstanding  shares  of  capital  stock  of each  class of each
Subsidiary  of the  Company  will be  validly  issued and will be fully paid and
nonassessable and, except as disclosed in writing to Bank One from time to time,
will be owned,  beneficially and of record, by the Company or another Subsidiary
of the Company free and clear of any Liens.


<PAGE>

        4.5 Litigation.  Except as set forth in Schedule 4.5 hereto, there is no
action,  suit or proceeding pending or, to the best of the Company's  knowledge,
threatened against or affecting the Company or any of its Subsidiaries before or
by any court,  governmental authority or arbitrator,  which if adversely decided
might result,  either  individually  or  collectively,  in any material  adverse
change in the  business,  properties,  operations  or  condition,  financial  or
otherwise,  of the Company or any of its Subsidiaries or in any material adverse
effect on the legality,  validity or enforceability of this Agreement, the Notes
or any Security Document and, to the best of the Company's  knowledge,  there is
no basis for any such action, suit or proceeding.

        4.6 Financial  Condition.  The consolidated balance sheet of the Company
and its  Subsidiaries  and  the  consolidated  statements  of  income,  retained
earnings and cash flow of the Company and its  Subsidiaries  for the fiscal year
ended  August 31,  2000,  as provided by the Company to the  Partners  under the
Partnership  Agreement,  and the interim  consolidated balance sheet and interim
consolidated  statements  of  income,  retained  earnings  and cash  flow of the
Company and its Subsidiaries,  as of or for the 10-month period ended on June 3,
2001,  copies of which have been furnished to Bank One, fairly present,  and the
financial  statements of the Company and its Subsidiaries  delivered pursuant to
Section 5.1(d) will fairly present,  the consolidated  financial position of the
Company  and  its  Subsidiaries  as at the  respective  dates  thereof,  and the
consolidated  results of operations of the Company and its  Subsidiaries for the
respective  periods  indicated,   all  in  accordance  with  generally  accepted
accounting principles consistently applied (subject, in the case of said interim
statements,  to year-end audit adjustments).  There has been no material adverse
change in the  business,  properties,  operations  or  condition,  financial  or
otherwise,  of the Company or any of its Subsidiaries since June 3, 2001, except
as has  been  previously  disclosed  to Bank  One by the  Company.  There  is no
material  contingent  liability  of the Company  that is not  reflected  in such
financial statements or in the notes thereto.

        4.7 Use of Loans.  The  Company  will use the  proceeds  of the Loans to
finance the Company's business.  Neither the Company nor any of its Subsidiaries
extends  or  maintains,  in the  ordinary  course of  business,  credit  for the
purpose,  whether  immediate,  incidental,  or  ultimate,  of buying or carrying
margin  stock  (within the meaning of  Regulation U of the Board of Governors of
the Federal  Reserve  System),  and no part of the  proceeds of any Loan will be
used for the purpose, whether immediate,  incidental,  or ultimate, of buying or
carrying any such margin stock or maintaining or extending  credit to others for
such purpose.  After applying the proceeds of each Loan,  such margin stock will
not  constitute  more than 25% of the value of the assets (either of the Company
alone or of the Company and its  Subsidiaries on a consolidated  basis) that are
subject to any  provisions of this  Agreement or any Security  Document that may
cause any Loan to be deemed secured, directly or indirectly, by margin stock.

        4.8 Consents, Etc. Except for such consents, approvals,  authorizations,
declarations,  registrations  or filings  delivered  by the Company  pursuant to
Section 2.5(g),  if any, each of which is in full force and effect,  no consent,
approval or  authorization  of or  declaration,  registration or filing with any
governmental  authority  or any  nongovernmental  person  or  entity,  including
without limitation any creditor,  lessor or stockholder of the Company or any of
its Subsidiaries,  is required on the part of the Company in connection with the
execution,  delivery and performance of this Agreement,  the Notes, the Security
Documents or the transactions  contemplated  hereby or thereby or as a condition
to the legality,  validity or enforceability of this Agreement, the Notes or any
of the Security Documents.


<PAGE>

        4.9 Taxes. The Company and its  Subsidiaries  have filed all tax returns
(federal,  state and local)  required  to be filed and have paid all taxes shown
thereon  to be due,  including  interest  and  penalties,  or  have  established
adequate  financial  reserves on their  respective books and records for payment
thereof. Except as set forth in Schedule 4.9 hereto, neither the Company nor any
of its Subsidiaries  knows of any actual or proposed tax assessment or any basis
therefor,  and no extension of time for the  assessment of  deficiencies  in any
federal or state tax has been granted by the Company or any Subsidiary.

        4.10 Title to  Properties.  Except as otherwise  disclosed in the latest
balance sheet delivered pursuant to Section 4.6 or 5.1(d) of this Agreement, the
Company or one or more of its  Subsidiaries  have good and marketable fee simple
title  to all of the  real  property,  and a valid  and  indefeasible  ownership
interest  in  all  of  the  other  properties  and  assets  (including,  without
limitation,  the  collateral  subject to the Security  Documents to which any of
them is a party) reflected in said balance sheet or subsequently acquired by the
Company or any Subsidiary.  All of such properties and assets are free and clear
of any Lien except for Permitted Liens.

        4.11 ERISA. The Company, its Subsidiaries,  the ERISA Affiliates and the
Plans are in compliance in all material  respects with those provisions of ERISA
and of the Code which are  applicable  with respect to any Plan.  No  Prohibited
Transaction and no Reportable  Event has occurred with respect to any Plan. None
of the Company,  any of its  Subsidiaries  or any of the ERISA  Affiliates is an
employer with respect to any Multiemployer  Plan. The Company,  its Subsidiaries
and the ERISA Affiliates have met the minimum funding  requirements  under ERISA
and the Code with respect to each of the respective  Plans, if any, and have not
incurred any  liability  to the PBGC or any Plan.  The  execution,  delivery and
performance of this Agreement,  the Notes,  and the Security  Documents does not
constitute  a  Prohibited  Transaction.  There is no material  Unfunded  Benefit
Liability,  determined in accordance  with Section  4001(a)(18)  of ERISA,  with
respect to any Plan.

        4.12 Disclosure.  No report or other information furnished in writing or
on  behalf  of the  Company,  any  Partner,  or any  Guarantor  to  Bank  One in
connection with the negotiation or administration of this Agreement or the Prior
Credit  Agreement  contains any material  misstatement of fact or omits to state
any material fact or any fact necessary to make the statements contained therein
not misleading.  Neither this Agreement,  the Notes, the Security Documents, nor
any other document,  certificate,  or report or other  information  furnished to
Bank One by or on behalf of the  Company  in  connection  with the  transactions
contemplated hereby contains any untrue statement of a material fact or omits to
state a material fact necessary in order to make the statements contained herein
and  therein  not  misleading.  There  is no fact  known  to the  Company  which
materially  and  adversely  affects,  or which in the  future may (so far as the
Company  can  now  foresee)  materially  and  adversely  affect,  the  business,
properties, operations or condition, financial or otherwise, of the Company, any
Partner, or any Subsidiary, which has not been set forth in this Agreement or in
the other documents,  certificates,  statements,  reports and other  information
furnished in writing to Bank One by or on behalf of the Company, any Partner, or
any Guarantor in connection with the transactions contemplated hereby.


<PAGE>

        4.13  Environmental and Safety Matters.  The Company and each Subsidiary
is in  compliance  with all  federal,  state  and  local  laws,  ordinances  and
regulations  relating to safety and industrial  hygiene or to the  environmental
condition,  including without limitation all Environmental Laws in jurisdictions
in which  the  Company  or any  Subsidiary  owns or  operates,  or has  owned or
operated,  a facility  or site,  or  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 wastes or other wastes or
holds or has held any interest in real property or otherwise.  No demand, claim,
notice, suit, suit in equity, action,  administrative  action,  investigation or
inquiry whether brought by any governmental authority,  private person or entity
or otherwise, arising under, relating to or in connection with any Environmental
Laws is pending or  threatened  against the Company or any of its  Subsidiaries,
any real property in which the Company or any such Subsidiary  holds or has held
an interest or any past or present  operation of the Company or any  Subsidiary.
Neither  the  Company  nor any of its  Subsidiaries  (a) is the  subject  of any
federal or state investigation  evaluating whether any remedial action is needed
to  respond  to a  release  of  any  toxic  substances,  radioactive  materials,
hazardous wastes or related materials into the environment, (b) has received any
notice  of any  toxic  substances,  radioactive  materials,  hazardous  waste or
related  materials  in,  or  upon  any of its  properties  in  violation  of any
Environmental Laws, or (c) knows of any basis for any such investigation, notice
or  violation,  except as  disclosed  on Schedule  4.13  hereto,  and as to such
matters disclosed on such Schedule,  none will have a material adverse effect on
the financial  condition or business of the Company or any of its  Subsidiaries.
No release,  threatened  release or disposal of hazardous waste,  solid waste or
other wastes is  occurring or has occurred on, under or to any real  property in
which the Company or any of its Subsidiaries  holds any interest or performs any
of its operations, in violation of any Environmental Law.

                                    ARTICLE V

                                    COVENANTS

         5.1 Affirmative Covenants. The Company covenants and agrees that, until
the  Termination  Date and thereafter  until payment in full of the principal of
and accrued  interest on the Notes and the performance of all other  obligations
of the  Company  under this  Agreement,  it shall,  and shall  cause each of its
Subsidiaries to:

                (a)  Preservation of Existence,  Etc. (i) Do or cause to be done
all things  necessary to  preserve,  renew and keep in full force and effect its
legal  existence and its  qualification  in good standing to do business in each
jurisdiction in which such  qualification is necessary under applicable law, and
the rights,  licenses,  permits  (including  those required under  Environmental
Laws), franchises,  patents, copyrights,  trademarks and trade names material to
the  conduct of its  businesses;  and defend all of the  foregoing  against  all
claims,  actions,  demands,  suits or  proceedings  at law or in equity or by or
before any governmental instrumentality or other agency or regulatory authority.

     (ii) Do or cause to be done all things  necessary  to  preserve,  renew and
          keep in full  force  and  effect  the legal  existence  of each of the
          Partners and their  qualification  in good  standing to do business in
          each  jurisdiction  in which such  qualification  is  necessary  under
          applicable law, and the rights,  licenses,  permits  (including  those
          required under Environmental Laws), franchises,  patents,  copyrights,
          trademarks   and  trade  names   material  to  the  conduct  of  their
          businesses;  and  defend  all of the  foregoing  against  all  claims,
          actions,  demands,  suits or  proceedings at law or in equity or by or
          before any governmental  instrumentality or other agency or regulatory
          authority.


<PAGE>

                (b) Compliance with Laws,  Etc. Comply in all material  respects
with all applicable  laws,  rules,  regulations  and orders of any  governmental
authority whether federal, state, local or foreign (including without limitation
ERISA,  the Code and  Environmental  Laws), in effect from time to time; and pay
and discharge promptly when due all taxes,  assessments and governmental charges
or levies imposed upon it or upon its income,  revenues or property,  before the
same shall become  delinquent  or in default,  as well as all lawful  claims for
labor, materials and supplies or otherwise, which, if unpaid, might give rise to
Liens upon such  properties  or any portion  thereof,  except to the extent that
payment  of any of the  foregoing  is then  being  contested  in good  faith  by
appropriate  legal  proceedings  and with  respect to which  adequate  financial
reserves have been  established  on the books and records of the Company or such
Subsidiary.

                (c) Maintenance of Properties; Insurance. Maintain, preserve and
protect all  property  that is  material  to the conduct of the  business of the
Company  or any of its  Subsidiaries  and keep  such  property  in good  repair,
working  order and condition and from time to time make, or cause to be made all
needful and proper repairs, renewals,  additions,  improvements and replacements
thereto necessary in order that the business carried on in connection  therewith
may be properly  conducted at all times in accordance with customary and prudent
business  practices for similar  businesses;  and, in addition to that insurance
required  under the  Security  Documents,  maintain  in full  force  and  effect
insurance with responsible and reputable  insurance companies or associations in
such amounts,  on such terms and covering such risks,  including  fire and other
risks insured against by extended  coverage,  as is usually carried by companies
engaged in similar businesses and owning similar  properties  similarly situated
and  maintain in full force and effect  public  liability  insurance,  insurance
against  claims for  personal  injury or death or property  damage  occurring in
connection with any of its activities or any of any properties  owned,  occupied
or controlled by it, in such amount as it shall  reasonably deem necessary,  and
maintain such other  insurance as may be required by law or as may be reasonably
requested  by Bank One for  purposes of assuring  compliance  with this  Section
5.1(c).

     (d)  Reporting   Requirements.   Furnish   to  Bank   One  the   following:

     (i)  Promptly and in any event within three  Business  Days after  becoming
          aware of the  occurrence  of (A) any Event of Default or Default,  (B)
          the commencement of any material  litigation  against, by or affecting
          the  Company,  the  Partners,  or  any of the  Subsidiaries,  and  any
          material  developments  therein,  or (C)  entering  into any  material
          contract  or  undertaking  that is not  entered  into in the  ordinary
          course of business or (D) any  development  in the business or affairs
          of the  Company or any of its  Subsidiaries  which has  resulted in or
          which is likely in the reasonable  judgment of the Company,  to result
          in a material adverse change in the business,  properties,  operations
          or  condition,  financial  or  otherwise  of the Company or any of its
          Subsidiaries,  a  statement  of the  chief  financial  officer  of the
          Company setting forth details of each such Event of Default or Default
          and such litigation,  material  contract or undertaking or development
          and the action which the Company or such  Subsidiary,  as the case may
          be, has taken and proposes to take with respect thereto;


<PAGE>

     (ii) As soon as available  and in any event within 45 days after the end of
          each  of  the  first  eleven  fiscal   months  of  the  Company,   the
          consolidated  balance sheet of the Company and its  Subsidiaries as of
          the end of such month,  and the  related  consolidated  statements  of
          income,  retained  earnings and changes in financial  position for the
          period  commencing  at the end of the previous  fiscal year and ending
          with the end of such month,  setting forth in each case in comparative
          form the corresponding figures for the corresponding date or period of
          the preceding fiscal year, all in reasonable detail and duly certified
          (subject to year-end audit adjustments) by the chief financial officer
          of the Company as having been  prepared in accordance  with  generally
          accepted  accounting  principles,  together with a certificate  of the
          chief  financial  officer  of the  Company  stating  that no  Event of
          Default or Default has occurred and is  continuing  or, if an Event of
          Default or Default has occurred and is continuing, a statement setting
          forth the details  thereof and the action  which the Company has taken
          and proposes to take with respect thereto;

     (iii)As soon as available  and in any event within 90 days after the end of
          each fiscal year of the Company,  a copy of the  consolidated  balance
          sheet of the Company and its Subsidiaries as of the end of such fiscal
          year and the  related  consolidated  statements  of  income,  retained
          earnings  and  changes in  financial  position  of the Company and its
          Subsidiaries  for such fiscal year,  as provided by the Company to the
          Partners  under the  Partnership  Agreement,  with a  customary  audit
          report of independent  certified  public  accountants  selected by the
          Company  if  required  to be  delivered  to  the  Partners  under  the
          Partnership  Agreement,  together  with a  certificate  of  the  chief
          financial  officer of the Company  stating that no Event of Default or
          Default has occurred and is  continuing  or, if an Event of Default or
          Default has occurred and is continuing,  a statement setting forth the
          details  thereof  and the  action  which  the  Company  has  taken and
          proposes to take with respect thereto;

     (iv) Promptly and in any event within 10 calendar  days after  receiving or
          becoming  aware  thereof,  (A) a  copy  of any  notice  of  intent  to
          terminate  any Plan filed with the PBGC,  (B) a statement of the chief
          financial  officer of the  Company  setting  forth the  details of the
          occurrence  of any  Reportable  Event with respect to any Plan,  (C) a
          copy of any notice that the Company,  any of its  Subsidiaries  or any
          ERISA Affiliate may receive from the PBGC relating to the intention of
          the PBGC to terminate  any Plan or to appoint a trustee to  administer
          any Plan,  or (D) a copy of any  notice of  failure to make a required
          installment  or other payment  within the meaning of Section 412(n) of
          the Code or Section 302(f) of ERISA with respect to a Plan;

     (v)  Promptly and in any event within 10 days after receipt,  a copy of any
          management letter or comparable  analysis prepared by the auditors for
          the Company or any of its Subsidiaries;

     (vi) Annually  and  concurrently  with being  delivered  to the  Management
          Committee,  the  business  plan  to  be  reviewed  by  the  Management
          Committee,  as well as any  revisions of the business plan reviewed by
          the Management Committee;


<PAGE>

     (vii)Annually,  on or before  the  anniversary  date of this  Agreement,  a
          certificate of the Company's chief  financial  officer stating that he
          or she has reviewed the Security  Documents and that the Company is in
          compliance with the terms thereof; and

     (viii)  Promptly,   such  other   information   respecting   the  business,
          properties,  operations or condition,  financial or otherwise,  of the
          Company  or any of it  Subsidiaries  as Bank One may from time to time
          reasonably request.

                (e) Accounting, Access to Records, Books, Etc. Maintain a system
of accounting  established  and  administered  in accordance with sound business
practices to permit  preparation  of financial  statements  in  accordance  with
generally accepted accounting  principles and to comply with the requirements of
this  Agreement  and, at any  reasonable  time and from time to time, (i) permit
Bank One or any  agents or  representatives  thereof  to  examine  (and upon the
occurrence and during the  continuance  of any Event of Default,  make copies of
and  abstracts  from)  the  records  and  books of  account  of,  and  visit the
properties  of, the Company and its  Subsidiaries,  and to discuss the  affairs,
finances and accounts of the Company and its Subsidiaries  with their respective
directors,  officers,  employees and independent auditors, and by this provision
the Company does hereby authorize such persons to discuss such affairs, finances
and  accounts  with Bank One,  and (ii)  permit Bank One or any of its agents or
representatives  to conduct a comprehensive  field audit of its books,  records,
properties and assets,  including without  limitation all collateral  subject to
the Security Documents at the Company's expense.

                (f) Additional  Security and  Collateral.  Promptly  execute and
deliver,  and cause the  Guarantor to execute and deliver,  additional  Security
Documents,  within 30 days after  request  therefor by Bank One,  sufficient  to
grant to Bank One liens and security interests in any after acquired property of
the type described in Section 2.10. The Company shall notify Bank One, within 10
days after the  occurrence  thereof,  of any event or condition that may require
additional  action of any  nature in order to  preserve  the  effectiveness  and
perfected status of the liens and security interests of Bank One pursuant to the
Security Documents.

                (g) Further  Assurances.  Will, and will cause the Guarantor to,
execute  and deliver  within 30 days after  request  therefor  by Bank One,  all
further  instruments  and  documents  and take all  further  action  that may be
necessary or  desirable,  or that Bank One may request,  in order to give effect
to, and to aid in the  exercise  and  enforcement  of the rights and remedies of
Bank One under, this Agreement, the Notes and the Security Documents,  including
without  limitation  causing each lessor of real  property to the Company or any
Subsidiary to execute and deliver to Bank One, prior to or upon the commencement
of any tenancy,  an agreement in form and substance  acceptable to Bank One duly
executed on behalf of such lessor waiving any distraint, lien and similar rights
with respect to any property  subject to the security  documents and agreeing to
permit Bank One to enter such  premises  in  connection  therewith.  The Company
further agrees to deliver to Bank One, on or before each anniversary date of the
Effective  Date, a  certificate  of the chief  financial  officer of the Company
stating that he has reviewed  the  Security  Documents  and that the Company and
Guarantor are in compliance with the terms and conditions  thereof.  The Company
shall take, or cause to be taken, all action necessary to permit such an opinion
to be rendered,  including  filing such financing  statements  and  continuation
statements  and  executing  and  delivering  such  supplements  to the  Security
Documents and other  instruments  as may be necessary or desirable in connection
with such opinion.


<PAGE>

                (h) Payment of Indebtedness  to Others.  Pay when due (or within
any applicable grace periods) all Indebtedness due to third Persons, except when
the amount thereof is being  contested in good faith by appropriate  proceedings
and with adequate reserves  therefor being set aside on the Company's  financial
books and records.  If the Company fails to make any such  payment,  the Company
shall give Bank One proper notice of the failure.  The Company further agrees to
make all lease payments when due, and to take no action that could result in any
additional fees or penalties being imposed under any leases,  such as late fees,
prepayment penalties, or cancellation penalties.

        5.2 Negative  Covenants.  Until the Maturity Date and  thereafter  until
payment in full of the  principal  of and accrued  interest on the Notes and the
performance of all other  obligations of the Company under this  Agreement,  the
Company agrees that, it shall not, and shall not permit any of its  Subsidiaries
to:

     (a)  Indebtedness. Create, incur, assume, or in any manner become liable in
          respect of, or suffer to exist, any Indebtedness other than:

     (i)  The Loans;

     (ii) The Indebtedness  described on Schedule 5.2(a) hereto, having the same
          terms  as  those  existing  on the  date  of  this  Agreement,  but no
          extension or renewal thereof shall be permitted;

     (iii)Indebtedness  of any Subsidiary of the Company owing to the Company or
          to any other Subsidiary of the Company;

     (iv) Liabilities  not  exceeding  $2,000,000 in the aggregate in respect of
          Unfunded Benefit Liabilities under any Plan or of any ERISA Affiliate;
          and

     (v)  Indebtedness  under  Capital  Leases and  Indebtedness  arising  under
          purchase money obligations  incurred solely to finance the acquisition
          of equipment,  provided that the principal amount of such Indebtedness
          does not exceed the cost of the equipment  purchased and the aggregate
          principal  amount  of  all  such   Indebtedness,   together  with  the
          Indebtedness  under Capital  Leases,  does not exceed  $150,000 at any
          time.

     (vi) Other Indebtedness in aggregate principal amount not exceeding $50,000
          outstanding at any one time.

                  (b)   Indebtedness  to   Partners/Guarantor.   Notwithstanding
anything else contained in this Agreement, the Company may incur Indebtedness to
the Partners or the Guarantor, or any of them, in aggregate principal amount not
to exceed Five Million  Dollars  ($5,000,000) at any one time  outstanding,  and
make payments of principal and interest thereon (irrespective of the limitations
contained in Section 5.2(j)).  All such  Indebtedness to the Partners and to the
Guarantor shall be subordinate to all Indebtedness now or hereafter owing by the
Company to Bank One. The Company may not incur any  additional  indebtedness  to
the Partners and Guarantor without written consent of Bank One.


<PAGE>

                (c) Liens.  Create,  incur or suffer to exist any Lien on any of
the assets, rights,  revenues or property,  real, personal or mixed, tangible or
intangible,  whether now owned or hereafter  acquired,  of the Company or any of
its Subsidiaries, other than:

                        (i) Liens for taxes not  delinquent  or for taxes  being
                        contested in good faith by appropriate  proceedings  and
                        as  to  which  adequate  financial  reserves  have  been
                        established on its books and records;

                        (ii)  Liens  (other  than any  Lien  imposed  by  ERISA)
                        created  and  maintained  in  the  ordinary   course  of
                        business  which  do  not  secure  obligations  exceeding
                        $500,000  in the  aggregate  and which  would not have a
                        material adverse effect on the business or operations of
                        the  Company  or  any  of  its  Subsidiaries  and  which
                        constitute   (A)  pledges  or  deposits  under  worker's
                        compensation  laws,   unemployment   insurance  laws  or
                        similar   legislation,   (B)  good  faith   deposits  in
                        connection  with bids,  tenders,  contracts or leases to
                        which the Company or any of its  Subsidiaries is a party
                        for a purpose  other than  borrowing  money or obtaining
                        credit,  including  rent  security  deposits,  (C) liens
                        imposed by law, such as those of carriers,  warehousemen
                        and  mechanics,  if  payment of the  obligation  secured
                        thereby  is not  yet  due,  (D)  Liens  securing  taxes,
                        assessments or other governmental  charges or levies not
                        yet subject to penalties for nonpayment, and (E) pledges
                        or deposits to secure public or statutory obligations of
                        the  Company  or  any of its  Subsidiaries,  or  surety,
                        customs or appeal  bonds to which the  Company or any of
                        its Subsidiaries is a party;

                        (iii) Liens  affecting  real property  which  constitute
                        minor survey  exceptions or defects or irregularities in
                        title, minor encumbrances, easements or reservations of,
                        or rights of others for, rights of way, sewers, electric
                        lines,  telegraph and telephone  lines and other similar
                        purposes,  or zoning or other restrictions as to the use
                        of  such  real  property,   provided  that  all  of  the
                        foregoing,   in  the  aggregate,  do  not  at  any  time
                        materially  detract from the value of said properties or
                        materially  impair  their  use in the  operation  of the
                        businesses of the Company or any of its Subsidiaries;

                         (iv) Liens created  pursuant to the Security  Documents
                    and Liens expressly permitted by the Security Documents;

                        (v) Each Lien described on Schedule 5.2(c) hereto may be
                        suffered to exist upon the same terms as those  existing
                        on the date hereof,  but no extension or renewal thereof
                        shall be permitted;


<PAGE>

                        (vi)  Liens   securing   purchase   money   Indebtedness
                        permitted  under  Section  5.2(a)(v),  provided that any
                        such Lien only  encumbers the assets  purchased with the
                        proceeds of such Indebtedness; and

                        (vii)  The  interest  or  title of a  lessor  under  any
                        Capital Lease or other lease  otherwise  permitted under
                        this Agreement  with respect to the property  subject to
                        such lease to the extent  performance of the obligations
                        of the  Company  or its  Subsidiary  thereunder  are not
                        delinquent.

     (d)  Net Worth.  Permit or suffer the Consolidated Net Worth of the Company
          and its  Subsidiaries  from and after  June 3,  2001,  to be less than
          $17,000,000.

                (e) Merger,  Acquisitions,  Etc. Purchase or otherwise  acquire,
whether in one or a series of transactions,  all or a substantial portion of the
business assets, rights, revenues or property, real, personal or mixed, tangible
or  intangible,  of any person,  or all or a substantial  portion of the capital
stock  of or  other  ownership  interest  in any  other  person;  nor  merge  or
consolidate or amalgamate  with any other person or take any other action having
a similar effect,  nor enter into any joint venture or similar  arrangement with
any other person, provided, however, that this subsection shall not prohibit any
merger or acquisition if the Company shall be the surviving or continuing person
and,  immediately  after  such  merger or  acquisition,  no  Default or Event of
Default shall exist or shall have occurred and be continuing  and,  prior to the
consummation of such merger or  acquisition,  the Company shall have provided to
Bank One an opinion of counsel and a certificate of the chief financial  officer
of the  Company  (attaching  computations  to  demonstrate  compliance  with all
financial  covenants  hereunder),  each stating that such merger or  acquisition
complies with this subsection and that any other conditions under this Agreement
relating to such  transaction  have been satisfied and provided,  further,  that
this subsection  shall not prohibit the  incorporation of the Company so long as
the equity interests on the resulting corporation are owned only by the Partners
in  the  same  proportions  as  the  Company  is  owned  by  them  prior  to the
incorporation or to the extent that the Company,  as so  incorporated,  is owned
100% by Amcast,  and the Company and Bank One shall  amend this  Agreement,  the
Notes,   and  the  Security   Documents  as   necessary  to   accommodate   such
incorporation.

                (f) Disposition of Assets; Etc. Sell, lease, license,  transfer,
assign or otherwise  dispose of all or a  substantial  portion of its  business,
assets,  rights,  revenues or  property,  real,  personal or mixed,  tangible or
intangible,  whether in one or a series of  transactions,  other  than  finished
inventory sold in the ordinary  course of business upon  customary  credit terms
and sales of scrap or obsolete  material or equipment  without the prior written
consent of Bank One.

                (g)  Nature  of  Business.  Make any  substantial  change in the
nature of its  business  from that  engaged in on the date of this  Agreement or
engage in any other  businesses  other  than those in which it is engaged on the
date of this Agreement.

                (h) Transactions with Affiliates. Enter into, become a party to,
or become liable in respect of, any contract or  undertaking  with any Affiliate
except in the ordinary course of business and on terms not less favorable to the
Company or such  Subsidiary  than those which could be obtained if such contract
or  undertaking  were an arms  length  transaction  with a person  other than an
Affiliate.


<PAGE>

                (i) Negative  Pledge  Limitation.  Enter into any Agreement with
any person  other than Bank One pursuant  hereto  which  prohibits or limits the
ability of the Company or any Subsidiary to create,  incur,  assume or suffer to
exist any Lien upon any of its  assets,  rights,  revenues  or  property,  real,
personal  or mixed,  tangible  or  intangible,  whether  now owned or  hereafter
acquired except as set forth in Schedule 5.2(a).

                (j)  Distributions  and  Other  Restricted  Payments.  Except as
permitted under the last paragraph of Section 5.2(b),  make,  pay,  declare,  or
authorize any payment or distribution in respect of any partnership  interest or
in connection with any redemption,  purchase,  retirement, or other acquisition,
directly or indirectly,  of any partnership interests,  or make or authorize any
payments on any loan,  advance,  or other  credit  extension  made by any of the
Partners, the Guarantors, or their Affiliates.

                (k) Investment,  Loans, and Advances. Make any loan, advance, or
other credit extension to, or purchase or otherwise acquire any capital stock of
or other  ownership  interest  in, or debt  security  of or other  evidences  of
Indebtedness of, any of the Partners, the Guarantor, or their Affiliates.

     (l)  Inconsistent  Agreements.  Enter  into any  agreement  containing  any
          provision which would be violated or breached by this Agreement or any
          of the  transactions  contemplated  hereby  or by  performance  by the
          Company or any of its Subsidiaries or any Guarantor of its obligations
          in connection therewith.

                (m)  Payments  Following   Guarantor   Default.   Following  the
occurrence of a Guarantor Default, make any payments or prepayments of principal
or interest  on any  outstanding  Indebtedness  except for  regularly  scheduled
payments of principal and interest otherwise due in the absence of the Guarantor
Default.

                                   ARTICLE VI

                                     DEFAULT

     6.1  Events of Default.  The occurrence of any one of the following  events
          or conditions shall be deemed an "Event of Default":

     (a)  Nonpayment. The Company shall fail to pay when due any principal of or
          interest  on  the  Notes  or any  fees  or any  other  amount  payable
          hereunder;

                (b)  Misrepresentation.  Any  representation or warranty made by
the  Company  in  Article  IV hereof or in any  Security  Document  or any other
certificate,  report,  financial  statement or other document furnished by or on
behalf of the Company in  connection  with this  Agreement,  shall prove to have
been incorrect in any material respect when made or deemed made;


<PAGE>

     (c)  Certain  Covenants.  The Company  shall fail to perform or observe any
          term,  covenant or agreement  contained in Article V hereof,  or there
          occurs any  change in the  ownership  of the  Company or of any of the
          Partners;

                (d) Other Defaults. The Company shall fail to perform or observe
any other term,  covenant or  agreement  contained  in this  Agreement or in any
Security Document,  and any such failure shall remain unremedied for 10 calendar
days after notice  thereof  shall have been given to the Company by Bank One (or
such  longer or  shorter  period of time as may be  specified  in such  Security
Document);

                (e) Other  Indebtedness.  The Company or any of its Subsidiaries
shall fail to pay any part of the  principal  of, the  premium,  if any,  or the
interest  on, or any other  payment  of money due under any of its  Indebtedness
(other than  Indebtedness  to Amcast),  beyond any period of grace provided with
respect thereto;  or if the Company or any of its Subsidiaries  fails to perform
or observe any other term,  covenant or agreement  contained  in any  agreement,
document or instrument  evidencing or securing any such  Indebtedness,  or under
which any such  Indebtedness was issued or created,  beyond any period of grace,
if any,  provided  with respect  thereto if the effect of such failure is either
(i) to cause, or permit the holders of such Indebtedness (or a trustee on behalf
of such holders) to cause, any payment in respect of such Indebtedness to become
due prior to its due date or (ii) to permit the holders of such Indebtedness (or
a trustee  on behalf of such  holders)  to  assume  operational  control  of the
Company;

                (f)  Judgments.  One or more judgments or orders for the payment
of money in an  aggregate  amount of  $100,000  shall be  rendered  against  the
Company, the Partners or any of its Subsidiaries, or any other judgment or order
(whether  or not for the payment of money)  shall be  rendered  against or shall
affect the  Company,  the  Partners or any of its  Subsidiaries  which causes or
could cause a material adverse change in the business, properties, operations or
condition,  financial or otherwise,  of the Company,  the Partners or any of its
Subsidiaries  or which  does or could  have a  material  adverse  effect  on the
legality,  validity  or  enforceability  of this  Agreement,  the  Notes  or any
Security  Document,  and either (i) such  judgment or order shall have  remained
unsatisfied  and the  Company,  such Partner or such  Subsidiary  shall not have
taken action necessary to stay  enforcement  thereof by reason of pending appeal
or otherwise,  prior to the expiration of the  applicable  period of limitations
for taking such action or, if such action  shall have been taken,  a final order
denying  such stay shall have been  rendered,  or (ii)  enforcement  proceedings
shall have been commenced by any creditor upon any such judgment or order;

                (g) ERISA.  The occurrence of a Reportable Event that results in
or could result in liability of the Company,  any  Subsidiary  of the Company or
any ERISA Affiliate to the PBGC or to any Plan and such Reportable  Event is not
corrected  within  thirty  (30)  days  after  the  occurrence  thereof;  or  the
occurrence  of  any  Reportable  Event  which  could   constitute   grounds  for
termination of any Plan by the PBGC or for the  appointment  by the  appropriate
United  States  District  Court of a  trustee  to  administer  any Plan and such
Reportable  Event is not corrected  within thirty (30) days after the occurrence
thereof;  or the filing by the  Company,  any  Subsidiary  of the Company or any
ERISA  Affiliate of a notice of intent to terminate a Plan or the institution of
other  proceedings  to terminate a Plan; or the Company,  any  Subsidiary of the
Company or any ERISA  Affiliate  shall fail to pay when due any liability to the
PBGC or to a Plan; or the PBGC shall have  instituted  proceedings to terminate,
or to cause a trustee to be appointed  to  administer,  any Plan;  or any person
engages in a Prohibited Transaction with respect to any Plan which results in or
could result in liability of the Company,  any  Subsidiary  of the Company,  any
ERISA  Affiliate  to make a required  installment  or other  payment to any Plan
within the meaning of Section 302(f) of ERISA or Section 412(n) of the Code that
results in or could result in liability of the Company,  any  Subsidiary  of the
Company or any ERISA Affiliate to the PBGC or any Plan; or the withdrawal of the
Company,  any of its  Subsidiaries  or any ERISA  Affiliate from a Plan during a
plan  year in  which it was a  "substantial  employer"  as  defined  in  Section
4001(9a)(2)  of ERISA;  or the  Company,  any of its  Subsidiaries  or any ERISA
Affiliate becomes an employer with respect to any Multiemployer Plan without the
prior written consent of Bank One;


<PAGE>

                (h) Insolvency, Etc. The Company or any of the Partners shall be
dissolved or liquidated  (or any  judgment,  order or decree  therefor  shall be
entered),  or shall  generally  not pay its debts as they  become  due, or shall
admit in  writing  its  inability  to pay its debts  generally,  or shall make a
general  assignment for the benefit of creditors,  or shall institute,  or there
shall be instituted against the Company or any of the Partners any proceeding or
case seeking to  adjudicate  it a bankrupt or insolvent or seeking  liquidation,
winding  up,  reorganization,  arrangement,  adjustment,  protection,  relief or
composition of it or its debts under any law relating to bankruptcy,  insolvency
or  reorganization or relief or protection of debtors or seeking the entry of an
order for relief, or the appointment of a receiver,  trustee, custodian or other
similar  official  for it or for any  substantial  part of its  assets,  rights,
revenues or property,  and, if such proceeding is instituted against the Company
or a Partner and is being  contested by the Company or the Partner in good faith
by appropriate proceedings, such proceeding shall remain undismissed or unstayed
for a period of 60 days;  or the  Company  or a Partner  shall  take any  action
(corporate or other) to authorize or further any of the actions  described above
in this subsection; or

     (i)  Guarantor  Defaults.  Any event of default  described  in the Guaranty
          shall have occurred and be continuing.

        6.2     Remedies.

                (a) Upon the occurrence and during the  continuance of any Event
of Default, and subject to the terms of Section 6.3, Bank One, shall, within one
Business  Day,  by  notice to the  Company  and  Guarantor,  (i)  terminate  the
Commitment or (ii) declare the  outstanding  principal of, and accrued  interest
on, the Notes and all other amounts owing under this Agreement to be immediately
due and  payable,  or both of the  foregoing,  whereupon  the  Commitment  shall
terminate  forthwith  and all such  amounts  shall  become  immediately  due and
payable, as the case may be, provided that in the case of any event or condition
described in Section 6.1(h) with respect to the Company,  the  Commitment  shall
automatically  terminate  forthwith  and all such  amounts  shall  automatically
become  immediately due and payable without notice; in all cases without demand,
presentment,  protest,  diligence, notice of dishonor or other formality, all of
which are hereby expressly waived.

                (b)  Subject to Section  6.3,  Bank One may in  addition  to the
remedies  provided  in Section  6.2(a),  exercise  and enforce any and all other
rights and remedies  available  to it or Bank One,  whether  arising  under this
Agreement,  the Notes or any Security  Document or under  applicable law, in any
manner deemed appropriate by Bank One, including suit in equity,  action at law,
or other appropriate  proceedings,  whether for the specific performance (to the
extent  permitted  by  law)  of any  covenant  or  agreement  contained  in this
Agreement or in the Notes or any Security  Document or in aid of the exercise of
any power granted in this Agreement, the Notes or any Security Document.


<PAGE>

                (c) Subject to Section 6.3, upon the  occurrence  and during the
continuance  of any Event of Default,  Bank One may at any time and from time to
time,  without  notice to the Company  (any  requirement  for such notice  being
expressly  waived by the Company)  set off and apply  against any and all of the
obligations  of the  Company now or  hereafter  existing  under this  Agreement,
whether  owing to Bank One,  any and all deposits  (general or special,  time or
demand,  provisional  or final) at any time held and other  indebtedness  at any
time owing by Bank One to or for the credit or the  account of the  Company  and
any  property  of the  Company  from  time to time in  possession  of Bank  One,
irrespective of whether or not Bank One shall have made any demand hereunder and
although such obligations may be contingent and unmatured. Bank One acknowledges
that with respect to the Cash Collateral, any set off is subject to the terms of
the Amcast Forbearance  Agreement.  The Company hereby grants to Bank One a lien
on and  security  interest in all such  deposits,  indebtedness  and property as
collateral  security for the payment and  performance of the  obligations of the
Company under this  Agreement.  The rights of Bank One under this Section 6.2(c)
are in addition to other rights and  remedies  (including,  without  limitation,
other rights of setoff) which Bank One may have.

                (d) In  addition  to  other  amounts  payable  pursuant  to this
Agreement,  the Company  confirms that it shall  further pay,  together with any
payment of the Loans  hereunder  after the occurrence and during the continuance
of any Event of  Default,  all amounts  required to be paid  pursuant to Section
3.8.

        6.3 Remedies upon Guarantor Default. Upon a Guarantor Default occurring,
Bank One may terminate the Commitment and declare the outstanding  principal of,
and  accrued  interest  on,  the Notes and all other  amounts  owing  under this
Agreement to be  immediately  due and payable,  whereupon the  Commitment  shall
terminate  and all  such  amounts  shall  become  immediately  due and  payable.
Thereafter,  subject to the terms of the Amcast Forbearance Agreement,  Bank One
may pursue any and all remedies which it may have under its Guaranty.

                                   ARTICLE VII

                                  MISCELLANEOUS

     7.1  Amendments, Etc. (a) No amendment, modification, termination or waiver
          of any  provision of this  Agreement  nor any consent to any departure
          therefrom  shall be effective  unless the same shall be in writing and
          signed by Bank One.

                (b) Any such  amendment,  waiver or consent  shall be  effective
only in the specific instance and for the specific purpose for which given.


<PAGE>

        7.2 Notices. (a) All notices and other communications hereunder shall be
in writing  and shall be  delivered  or sent to the  Company  at 1450  Musicland
Drive, Franklin,  Indiana 46131, Attention:  Chief Financial Officer,  Facsimile
No. (317)  738-0262,  with a copy to Amcast at 7887  Washington  Village  Drive,
Dayton, Ohio 45459-3900, Attention: Chief Financial Officer, Facsimile No. (937)
291-7007, and to Bank One at the address and number for notices set forth on the
signature  pages  hereof,  or to such other  address as may be designated by the
Company,  Bank One by notice to the other parties hereto.  All notices and other
communications shall be deemed to have been given at the time of actual delivery
thereof to such address, or if sent by facsimile,  at the time of sending, or if
sent by certified or registered mail, postage prepaid,  to such address,  on the
third day after the date of mailing, provided, however, that notices to Bank One
shall not be effective until received.

                (b)  Notices  by  the  Company  to  Bank  One  with  respect  to
terminations or reductions of the Commitments  pursuant to Section 2.2, requests
for Loans pursuant to Section 2.4,  requests for continuations or conversions of
Loans pursuant to Section 2.7, and notices of prepayment pursuant to Section 3.1
shall be irrevocable and binding on the Company.

        7.3 No Waiver By Conduct;  Remedies Cumulative.  No course of dealing on
the  part of Bank  One,  nor any  delay  or  failure  on the part of Bank One in
exercising any right, power or privilege  hereunder shall operate as a waiver of
such right,  power or  privilege or  otherwise  prejudice  Bank One's rights and
remedies  hereunder;  nor shall any single or partial  exercise thereof preclude
any  further  exercise  thereof or the  exercise  of any other  right,  power or
privilege.  No right or remedy conferred upon or reserved to Bank One under this
Agreement, the Notes or any Security Document is intended to be exclusive of any
other right or remedy,  and every right and remedy  shall be  cumulative  and in
addition to every other right or remedy  granted  thereunder or now or hereafter
existing  under any  applicable  law.  Every  right and  remedy  granted by this
Agreement,  the Notes or any Security  Document or by applicable law to Bank One
may be  exercised  from time to time and as often as may be deemed  expedient by
Bank One and, unless contrary to the express  provisions of this Agreement,  the
Notes or any Security Document, irrespective of the occurrence or continuance of
any Default or Event of Default.

        7.4  Reliance  on  and  Survival  of  Various  Provisions.   All  terms,
covenants,  agreements,   representations  and  warranties  of  the  Company  or
Guarantor made herein or in any Security Document or in any certificate, report,
financial  statement or other document  furnished by or on behalf of the Company
or Guarantor in connection  with this  Agreement  shall be deemed to be material
and to have been  relied  upon by Bank One,  notwithstanding  any  investigation
heretofore  or  hereafter  made by any Bank or on Bank One's  behalf,  and those
covenants  and  agreements  of the Company set forth in Section 3.6, 3.8 and 8.5
hereof shall survive the repayment in full of the Loans and the  termination  of
the Commitments.

        7.5 Expenses.  The Company  agrees to pay, or reimburse Bank One for the
payment of, on demand,  all stamp and other taxes and fees payable or determined
to be payable in connection with the execution, delivery, filing or recording of
this  Agreement,  Notes,  the Security  Documents  and the  consummation  of the
transactions contemplated hereby, and any and all liabilities with respect to or
resulting  from any delay in paying or omitting  to pay such taxes or fees,  and
all  reasonable  costs and expenses of Bank One (including  reasonable  fees and
expenses of equipment and real estate  appraisers  and legal counsel and whether
incurred  through  negotiations,  legal  proceedings or otherwise) in connection
with any Default or Event of Default or the  enforcement  of, or the exercise or
preservation  of any rights under,  this  Agreement or the Notes or any Security
Document or in connection  with any refinancing or  restructuring  of the credit
arrangements provided under this Agreement.


<PAGE>

        7.6 Successors and Assigns. (a) This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their  respective  successors and
assigns,  provided  that the Company may not,  without the prior  consent of the
Bank One,  assign its rights or obligations  hereunder or under the Notes or any
Security Document and Bank One shall not be obligated to make any Loan hereunder
to any entity  other  than the  Company.  Bank One may  assign to any  financial
institution or institutions,  and such financial institution or institutions may
further  assign,  all (but not less than all) of Bank One's  rights and benefits
under this  Agreement and the Notes and the Security  Document  without  further
consent, acknowledgment,  or confirmation. To the extent of any assignment, such
assignee  or  assignees  shall have the same  rights and  benefits  against  the
Company  under  Section  6.2(c) as it or they would have had if such assignee or
assignees were making the Loans to the Company hereunder.

                (b)  Bank  One  from  time to time in its  sole  discretion  may
appoint agents for the purpose of servicing and administering this Agreement and
the transactions  contemplated  hereby and enforcing or exercising any rights or
remedies of Bank One  provided  under this  Agreement,  the Notes,  any Security
Documents or otherwise. In furtherance of such agency, Bank One may from time to
time  direct that the Company and the  Guarantor  provide  notices,  reports and
other documents  contemplated by this Agreement (or duplicates  thereof) to Bank
One. The Company and each  Guarantor  consents to the  appointment of such agent
and agrees to provide  all such  notices,  reports  and other  documents  and to
otherwise  deal with such agent  acting on behalf of Bank One in the same manner
as would be required if dealing with Bank One itself.

        7.7  Counterparts.  This  Agreement  may be  executed  in any  number of
counterparts,  all of which taken  together  shall  constitute  one and the same
instrument  and any of the parties  hereto may execute this Agreement by signing
any such counterpart.

        7.8 Governing Law. This Agreement is a contract made under, and shall be
governed by and  construed in accordance  with,  the law of the State of Indiana
applicable to contracts made and to be performed  entirely within such State and
without  giving effect to choice of law  principles  of such State.  The Company
further  agrees  that any  legal  action  or  proceeding  with  respect  to this
Agreement,  the Notes or any Security Document or the transactions  contemplated
hereby may be brought in any court of the State of  Indiana,  or in any court of
the United States of America sitting in Indiana,  and the Company submits to and
accepts  generally and  unconditionally  the  jurisdiction  of those courts with
respect to its person and property, and irrevocably appoints its Chief Financial
Officer,  whose address in Indiana is set forth in Section 7.2, as its agent for
service  of  process  and  irrevocably  consents  to the  service  of process in
connection with any such action or proceeding by personal delivery to such agent
or to the Company or by the mailing  thereof by  registered  or certified  mail,
postage prepaid to the Company at its address set forth in Section 7.2.  Nothing
in this  paragraph  shall  affect the right of Bank One to serve  process in any
other  manner  permitted by law or limit the right of Bank One to bring any such
action or  proceeding  against the Company or its  property in the courts of any
other  jurisdiction.  The Company irrevocably waives any objection to the laying
of venue of any such suit or proceeding in the above described courts.


<PAGE>

        7.9  Table of  Contents  and  Headings.  The table of  contents  and the
headings of the various subdivisions hereof are for the convenience of reference
only and shall in no way modify any of the terms or provisions hereof.

        7.10  Construction  of  Certain  Provisions.  If any  provision  of this
Agreement  refers to any action to be taken by any person,  or which such person
is prohibited  from taking,  such  provision  shall be  applicable  whether such
action is taken directly or indirectly by such person,  whether or not expressly
specified in such provision.

        7.11 Integration and  Severability.  This Agreement  embodies the entire
agreement and  understanding  among the Company and Bank One and  supersedes all
prior agreements and  understandings,  relating to the subject matter hereof. In
case any one or more of the obligations of the Company under this Agreement, the
Notes or any Security Document shall be invalid, illegal or unenforceable in any
jurisdiction,  the  validity,  legality  and  enforceability  of  the  remaining
obligations of the Company shall not in any way be affected or impaired thereby,
and such invalidity,  illegality or  unenforceability  in one jurisdiction shall
not affect the validity,  legality or  enforceability  of the obligations of the
Company under this  Agreement,  the Notes or any Security  Document in any other
jurisdiction.

        7.12 Independence of Covenants.  All covenants  hereunder shall be given
independent  effect so that if a particular action or condition is not permitted
by any such covenant, the fact that it would be permitted by an exception to, or
would be otherwise  within the limitations of, another  covenant shall not avoid
the  occurrence  of a Default or an Event of  Default or any event or  condition
which with notice or lapse of time,  or both,  could become such a Default or an
Event of Default if such action is taken or such condition exists.

        7.13 Intent of the Parties.  By executing  this Agreement and the Notes,
the parties  have no  intention  of  extinguishing  or  terminating  the rights,
interests,  or obligations of the Borrower under the Prior Credit  Agreement and
the promissory notes issued thereunder but have executed this Agreement with the
intention of replacing  the terms of the Prior Credit  Agreement  with the terms
contained in this Agreement.

        7.14 Interest  Rate  Limitation.  Notwithstanding  any provision of this
Agreement,  the Notes or any Security Document,  in no event shall the amount of
interest paid or agreed to be paid by the Company  exceed an amount  computed at
the highest  rate of interest  permissible  under  applicable  law. If, from any
circumstances  whatsoever,  fulfillment of any provision of this Agreement,  the
Notes or any Security  Document at the time  performance of such provision shall
be due, shall involve exceeding the interest rate limitation  validly prescribed
by law which a court of competent jurisdiction may deem applicable hereto, then,
ipso  facto,  the  obligations  to be  fulfilled  shall be  reduced to an amount
computed at the highest rate of interest  permissible  under applicable law, and
if for any reason  whatsoever  Bank One shall ever receive as interest an amount
which would be deemed  unlawful under such applicable law such interest shall be
automatically  applied to the payment of principal of the outstanding  hereunder
(whether or not then due and  payable)  and not to the payment of  interest,  or
shall be refunded to the Company if such principal and all other  obligations of
the Company to Bank One have been paid in full.


<PAGE>

        7.15 Waiver of Jury Trial. Bank One and the Company, after consulting or
having had the opportunity to consult with counsel,  knowingly,  voluntarily and
intentionally  waive any  right  each of them may have to a trial by jury in any
litigation based upon or arising out of this Agreement or any related instrument
or agreement or any of the  transactions  contemplated  by this Agreement or any
course of conduct,  dealing,  statements (whether oral or written) or actions of
either of them.  Neither Bank One nor the Company shall seek to consolidate,  by
counterclaim or otherwise, any such action in which a jury trial has been waived
with any other  action in which a jury trial  cannot be or has not been  waived.
These  provisions  shall not be deemed to have been  modified  in any respect or
relinquished  by either Bank One or the Company  except by a written  instrument
executed by each of them.









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<PAGE>


        IN WITNESS WHEREOF,  the parties hereto have caused this Agreement to be
duly executed and delivered on the day and year first above written.


                           CASTING TECHNOLOGY COMPANY

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


                           By:   /s/ Francis J. Drew

                           Its:      Vice President

                           And

                           By:  IZUMI, INC., its General Partner


                           By:   /s/ Francis J. Drew

                           Its:      Vice President


Address for Notices:       BANK ONE, INDIANA, NATIONAL
100 East Broad Street      ASSOCIATION
12th Floor
Columbus, OH 43271-0225
Attention:  M.Reeves       By:   /s/ Michael A. Reeves

                           Its:      Vice President


                           AMCAST INDUSTRIAL CORPORATION,
                                As Guarantor


                           By:   /s/ Francis J. Drew

                           Its:      Vice President