Exhibit 4.9 - Eighth Amendment Dated August 6, 2001


                           EIGHTH AMENDMENT AGREEMENT

         This Eighth Amendment Agreement (this "Amendment") is made as of August
6,  2001,  by and  among  AMCAST  INDUSTRIAL  CORPORATION,  an Ohio  corporation
("Borrower"),  the  banking  institutions  named  in  Schedule  1 to the  Credit
Agreement,  as hereinafter defined ("Banks"),  and KEYBANK NATIONAL ASSOCIATION,
as agent for the Banks ("Agent"):

         WHEREAS,  Borrower, Agent and the Banks are parties to a certain Credit
Agreement  dated as of August 14, 1997, as amended and as the same may from time
to time be further  amended,  restated or otherwise  modified,  which  provides,
among  other  things,  for loans and letters of credit  aggregating  Two Hundred
Million Dollars  ($200,000,000),  all upon certain terms and conditions ("Credit
Agreement");

         WHEREAS,  Borrower,  Agent  and the Banks  desire  to amend the  Credit
Agreement to modify certain provisions of the Credit Agreement; and

         WHEREAS,  each  capitalized  term  used  herein  shall  be  defined  in
accordance with the Credit Agreement;

         NOW,  THEREFORE,  in  consideration  of the  premises and of the mutual
covenants herein and for other valuable considerations,  Borrower, Agent and the
Banks agree as follows:

     1. Amendment to Mandatory  Payment.  Section 2.7 of the Credit Agreement is
hereby amended to add the following new paragraph thereto:

                  On the last day of FQE November 30, 2001,  Borrower shall make
         a  mandatory  prepayment  of the Loans,  as defined in the LIFO  Credit
         Agreement,  under  the LIFO  Credit  Agreement  in the  amount  of Five
         Million  Dollars  ($5,000,000).  On the last  day of FQE May 31,  2002,
         Borrower shall make a mandatory  prepayment of the Loans under the LIFO
         Credit  Agreement in the amount of Six Million  Five  Hundred  Thousand
         Dollars ($6,500,000).  On the last day of FQE August 31, 2002, Borrower
         shall make a  mandatory  prepayment  of the Loans under the LIFO Credit
         Agreement in the amount of Five Million  Dollars  ($5,000,000).  If, at
         any time that any  prepayment  required to be made under this paragraph
         is made,  there  are no Loans  under  the LIFO  Credit  Agreement  then
         outstanding,  or if the amount of Loans under the LIFO Credit Agreement
         then  outstanding  shall  be less  than  the  amount  of the  mandatory
         prepayment  due on such date,  then such  payment,  or the remainder of
         such  payment,  as the  case may be,  shall  be paid to the  Collateral
         Agent, for the benefit of the Lenders (as defined in the  Intercreditor
         Agreement,  as defined in the  Subordination  Agreement).  Such payment
         shall be  distributed  to the  Lenders on a Pro Rata (as defined in the
         Intercreditor  Agreement)  basis,  provided  that,  for the purposes of
         allocation  of such  payment,  Pro Rata shall be determined on the date
         that such payment was made. In addition,  on the date of any prepayment
         required to be made pursuant to this  paragraph,  if there shall be any
         Loans (as defined in the LIFO Credit  Agreement)  outstanding under the
         LIFO Credit  Agreement,  then (a) the maximum  amount of the  Revolving
         Credit Commitment (as defined in the LIFO Credit  Agreement)  available
         pursuant  to  Section  2.2  of  the  LIFO  Credit  Agreement  shall  be
         permanently  reduced  by an  amount  equal  to the  lesser  of (i)  the
         aggregate  principal amount of the Loans (as defined in the LIFO Credit
         Agreement) outstanding under the LIFO Credit Agreement on such date, or
         (ii) the amount of the mandatory prepayment due under this paragraph on
         such date, and (b) a reserve shall be established in the Borrowing Base
         (as  defined  in the LIFO  Credit  Agreement)  under  the  LIFO  Credit
         Agreement  in an  amount  equal  to the  lesser  of (i)  the  aggregate
         principal amount of the Loans (as defined in the LIFO Credit Agreement)
         outstanding  under the LIFO Credit  Agreement on such date, or (ii) the
         amount of the  mandatory  prepayment  due under this  paragraph on such
         date.


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     2. Amendment to Financial  Covenants.  Article V of the Credit Agreement is
hereby  amended to delete  Section 5.7  therefrom and to insert in place thereof
the following:

                  Section 5.7.      Financial Covenants.
                                    -------------------

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

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

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

                  "Consolidated  Depreciation  and  Amortization  Charges" shall
         mean,  for  any  period,   the  aggregate  of  all   depreciation   and
         amortization  charges  for fixed  assets,  leasehold  improvements  and
         general intangibles  (specifically including goodwill) of the Companies
         for  such  period,  as  determined  on  a  Consolidated  basis  and  in
         accordance with GAAP.

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

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

                  (a)   the sum of:

                        (i)   Consolidated EBITDA for such period;


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                        (ii)  an amount equal to the sum of:

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

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

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

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

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

                        (iii)  an amount equal to:

                               (A)    the sum of:

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

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

                                (B)     the sum of:

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

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




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                                (C)     the sum of:

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

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

                                (D)     the sum of:

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

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

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

                  (b) the  aggregate  amount of principal  payments  made during
         such  period  by  Casting  Technology   Company,   an  Indiana  general
         partnership  (together with its successors  and assigs,  "CTC"),  or on
         behalf of CTC pursuant to the CTC Documents; minus

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

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


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

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

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

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

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

                  "Cumulative  Domestic  Free Cash  Flow"  shall  mean,  for any
         fiscal  quarter of the  Companies,  Cumulative  Free Cash Flow for such
         fiscal quarter, excluding that portion of Cumulative Free Cash Flow for
         such fiscal quarter that shall be attributable to Foreign Subsidiaries,
         but including cash payments made during such fiscal quarter to Borrower
         or  any  Domestic  Subsidiary  by  any  such  Foreign  Subsidiaries  of
         Indebtedness owing to Borrower or such Domestic Subsidiary.

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

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

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

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

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


<PAGE>

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

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

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

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

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

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


<PAGE>

         3.       Amendment to Investments and Loans Covenant.  Article V of the
         Credit Agreement is hereby amended to delete Section 5.10 therefrom and
         to insert in place thereof the following:

                  SECTION 5.10. INVESTMENTS AND LOANS. No Company shall, without
         the prior  written  consent  of Agent  and the  Majority  Banks  (which
         consent shall not be  unreasonably  withheld),  (a) create,  acquire or
         hold any  Subsidiary,  (b) make or hold any  investment  in any stocks,
         bonds or securities of any kind,  (c) be or become a party to any joint
         venture or other partnership,  (d) make or keep outstanding any advance
         or loan to any  Person,  or (e) be or become a  Guarantor  of any kind,
         except  guarantees only for  Indebtedness of the Companies  incurred or
         permitted pursuant to this Agreement;  provided that this Section shall
         not apply to (i) any  endorsement of a check or other medium of payment
         for deposit or collection  through normal  banking  channels or similar
         transaction  in the  normal  course of  business,  (ii) the  holding of
         Subsidiaries  listed on Schedule  6.1 hereto,  (iii) loans to a Company
         from a Company so long as each such  Company is Borrower or a Guarantor
         of Payment (and is not a CTC Company) or loans by a Foreign  Subsidiary
         to Borrower or a Guarantor of Payment,  (iv) the outstanding  loans and
         guaranties  listed on Schedule 5.10 hereto, by the Companies so listed,
         provided that the principal  amount of each such loan or guaranty shall
         not hereafter be increased, (v) prepaid expenses and advances made by a
         Company in the ordinary course of business,  or (vi) advances made by a
         Company in the  ordinary  course of business to the  employees  of such
         Company in an amount not to exceed, for all Companies, the aggregate of
         Two Hundred Fifty Thousand Dollars ($250,000) at any one time.

         4.  Representations  and  Warranties.  Borrower  hereby  represents and
warrants  to Agent  and the Banks  that (a)  Borrower  has the  legal  power and
authority to execute and deliver this  Amendment;  (b) the  officials  executing
this  Amendment  have been duly  authorized  to execute and deliver the same and
bind  Borrower  with respect to the  provisions  hereof;  (c) the  execution and
delivery  hereof by Borrower and the  performance  and observance by Borrower of
the  provisions  hereof  do not  violate  or  conflict  with the  organizational
agreements  of Borrower or any law  applicable to Borrower or result in a breach
of  any  provision  of or  constitute  a  default  under  any  other  agreement,
instrument or document  binding upon or  enforceable  against  Borrower;  (d) no
Unmatured  Event  of  Default  or Event  of  Default  exists  under  the  Credit
Agreement,  nor will any occur  immediately  after the execution and delivery of
this Amendment or by the performance or observance of any provision hereof;  (e)
neither Borrower nor any Subsidiary has any claim or offset against,  or defense
or  counterclaim  to,  any of  Borrower's  or any  Subsidiary's  obligations  or
liabilities  under the Credit  Agreement  or any Related  Writing;  and (f) this
Amendment  constitutes  a valid and  binding  obligation  of  Borrower  in every
respect, enforceable in accordance with its terms.


<PAGE>

         5. Credit  Agreement  Unaffected.  Each  reference  that is made in the
Credit Agreement or any other writing to the Credit Agreement shall hereafter be
construed as a reference to the Credit  Agreement as amended  hereby.  Except as
herein otherwise  specifically  provided, all provisions of the Credit Agreement
shall remain in full force and effect and be unaffected hereby.

         6.  Waiver.  Borrower and each  Subsidiary,  by signing  below,  hereby
waives and releases Agent and each of the Banks and their respective  directors,
officers,  employees,  attorneys,  affiliates and subsidiaries  from any and all
claims, offsets, defenses and counterclaims of which Borrower and any Subsidiary
is aware, such waiver and release being with full knowledge and understanding of
the  circumstances  and effect thereof and after having  consulted legal counsel
with respect thereto.

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

     8. Governing Law. The rights and obligations of all parties hereto shall be
governed  by the laws of the  State of Ohio,  without  regard to  principles  of
conflicts of laws.
                  [Remainder of page intentionally left blank.]



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

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


                                          KEYBANK NATIONAL ASSOCIATION,
                                             as Agent and as a Bank

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


                                          INTESABCI - CHICAGO BRANCH
                                             (successor in interest to Banca
                                             Comerciale Italiana)

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

                                          and     /s/ Mark Mooney
                                          Name:       Mark Mooney
                                          Title:      Vice President


                                          THE BANK OF NEW YORK

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



<PAGE>






                                          BANK ONE INDIANA, N.A.

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


                                          CREDIT AGRICOLE INDOSUEZ
                                             (successor in interest to Caisse
                                             Nationalede Credit Agricole)

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

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


                                          COMERICA BANK

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


                                          UNICREDITO ITALIANO SPA

                                          By:
                                          Name:     Christopher J. Eldin
                                          Title:    F.V.P. & Deputy Manager

                                          and
                                          Name:     Saiyed A. Abbas
                                          Title:    Vice President


                                          SANPAOLO IMI S.p.A.

                                          By:   /s/ Luca Sacchi
                                          Name:     Luca Sacchi
                                          Title:    V.P.

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





<PAGE>



                                          NATIONAL CITY BANK
                                             (successor in interest to
                                             National City Bank of Dayton)

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


                                          BANK ONE INDIANA, N.A.
                                             (successor by merger to NBD Bank)

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


                                          FIRSTAR BANK, N.A.
                                             (fka STAR BANK, N.A.)

                                          By:   /s/ Greg Wilson
                                          Name:     Greg Wilson
                                          Title:    AVP/Its Attorney-In-Fact




<PAGE>




                     GUARANTOR ACKNOWLEDGMENT AND AGREEMENT

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

         Each of the undersigned,  by signing below,  hereby waives and releases
Agent and each of the Banks and their respective directors, officers, employees,
attorneys,  affiliates  and  subsidiaries  from  any  and all  claims,  offsets,
defenses and counterclaims of which any of the undersigned is aware, such waiver
and release being with full knowledge and understanding of the circumstances and
effect thereof and after having consulted legal counsel with respect thereto.

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

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

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