Exhibit - 4.15 - Collateral  Agency and  Intercreditor  Agreement  dated June 5,
2001

                  COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT

         THIS  COLLATERAL  AGENCY AND  INTERCREDITOR  AGREEMENT (as the same may
from time to time be amended, restated or otherwise modified, this "Agreement"),
is made as of the 5th day of June, 2001, by and among:

     (a)  KeyBank  National  Association,  as agent  for the  benefit  of and on
          behalf  of the  Banks,  as  hereinafter  defined  (in  such  capacity,
          "Agent"): -----

(b)      the Noteholders, as hereinafter defined;

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

(d)               KeyBank National  Association,  as collateral agent under this
                  Agreement for the Lenders,  as hereinafter  defined (including
                  any successor  collateral  agent pursuant to the terms hereof,
                  in such capacity, the "Collateral Agent").

         WHEREAS, pursuant to the 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,  the  "Credit  Agreement"),   among  Amcast  Industrial
Corporation, an Ohio corporation ("Borrower"), the banks listed on Schedule 1 to
the Credit  Agreement  (together with their  respective  successors and assigns,
collectively,   the  "Banks"  and,  individually,   a  "Bank")  and  Agent  have
established the Commitment,  as defined in the Credit Agreement, and have agreed
to make  Loans,  as  hereinafter  defined,  and  issue  Letters  of  Credit,  as
hereinafter defined, and extend other financial  accommodations to Borrower from
time to time;

         WHEREAS, each Noteholder has made certain loans to Borrower pursuant to
the Note Agreement to which such Noteholder is a party;

         WHEREAS, each Line of Credit Lender has made, and may from time to time
make, loans and other  extensions of credit to Borrower  pursuant to the Line of
Credit Documents, as hereinafter defined, to which such Line of Credit Lender is
a party; and

         WHEREAS,  the Lenders desire to establish their  respective  priorities
with respect to the Collateral, as hereinafter defined;

         NOW,  THEREFORE,  in consideration of the foregoing  premises and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

     SECTION 1. Definitions. For purposes of this Agreement, the following terms
          shall have the following meanings:


<PAGE>

                  "Acceleration  Event"  shall have  occurred  if, (a) after the
         occurrence of a Default Event with respect to the Bank Obligations, the
         maturity of the Bank Obligations  shall have been  accelerated,  or (b)
         after the  occurrence  of a Default  Event  with  respect to any of the
         Noteholder   Obligations,   the  maturity  of  any  of  the  Noteholder
         Obligations shall have been accelerated.

                  "Administrative   Expenses"   shall   mean  (a)  any  and  all
         reasonable  costs,   liabilities  and  expenses   (including,   without
         limitation,  losses, damages,  penalties,  claims, actions,  reasonable
         attorneys' fees, legal expenses,  judgments,  suits and  disbursements)
         incurred by, imposed upon, or asserted  against,  the Collateral  Agent
         (i) in the  performance  of its duties under or otherwise in connection
         with this Agreement,  or (ii) in any attempt by the Collateral Agent to
         (A)  obtain,  preserve,   perfect  or  enforce  any  security  interest
         evidenced  by the  Collateral  Documents  or any  other  Lending  Party
         Document; (B) obtain payment,  performance or observance of any and all
         of the Obligations;  or (C) maintain, insure, audit, collect, preserve,
         repossess or dispose of any of the  Collateral or any other  collateral
         securing the  Obligations,  including,  without  limitation,  costs and
         expenses for appraisals,  assessments and audits of any Company, or any
         such  Collateral;  (b) to the extent not covered in subpart (a) hereof,
         all costs and  expenses  payable to the  Collateral  Agent  pursuant to
         Section 9A.9 of the Credit  Agreement;  and (c) all costs,  liabilities
         and  expenses  incidental  or related  to (a) or (b) above,  including,
         without limitation, interest thereupon (i) prior to the occurrence of a
         Default Event,  after ten (10) days after demand therefor until paid at
         the Default  Rate, as defined in the Credit  Agreement,  and (ii) after
         the occurrence of a Default Event, from the date incurred,  imposed, or
         asserted until paid, at the Default Rate.

                  "Administrative Obligations" shall mean, collectively, (a) all
         Administrative  Expenses  and  (b)  all  other  Indebtedness  or  other
         obligations  now owing or  hereafter  incurred by Borrower or any other
         Company to the  Collateral  Agent  pursuant  to this  Agreement  or any
         Collateral Document.

                  "Bank Obligations" shall mean, collectively, (a) the Debt, and
         (b) all other Indebtedness or other obligations incurred by any Company
         to Agent and the Banks  pursuant to the Credit  Agreement  or any other
         Loan Document, whether for principal, interest, premium, fees, costs or
         indemnities, and whether now existing or hereafter arising.

                  "Collateral"  shall  mean,   collectively,   (a)  all  of  the
         Collateral,  as defined in each of the  respective  Security  Documents
         executed by Borrower and each other  Company,  (b) all of the Mortgaged
         Real  Property,  and  (c)  any  other  property,  whether  tangible  or
         intangible, at any time securing the Obligations,  or any part thereof,
         whether  such Lien  securing  any of the  Obligations  shall  have been
         granted  to, or  otherwise  obtained  by, the  Collateral  Agent or any
         Lender.

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


<PAGE>

                  "Collateral  Documents"  shall  mean  this  Agreement  and the
         Security Documents,  together with all other documents,  instruments or
         agreements executed in connection with the foregoing,  or in connection
         with any security interest or Lien granted, or otherwise  obtained,  on
         or in connection with the Collateral, or any part thereof.

                  "Collateral Signing Date" shall mean July 7, 2000.

                  "Company" shall mean Borrower or a Subsidiary.

                  "Companies" shall mean Borrower and all Subsidiaries.

                  "Debt" shall mean, collectively,  all Indebtedness incurred by
         Borrower  to the Banks  pursuant to this  Agreement  and  includes  the
         principal of and interest on all Notes and each  extension,  renewal or
         refinancing  thereof in whole or in part,  the commitment  fees,  other
         fees and any prepayment premium payable hereunder.

                  "Default  Event" shall mean the  occurrence of (a) an Event of
         Default,  as  defined  in the  Credit  Agreement,  or (b) an  "Event of
         Default", as defined in any Note Agreement.

                  "Default Rate" shall mean three percent in excess of the Prime
         Rate of KeyBank National Association as in effect from time to time.

                  "Hedge  Agreement"  shall mean any hedge  agreement,  interest
         rate swap,  cap,  collar or floor  agreement,  or other  interest  rate
         management  device  entered  into by Borrower  with Agent or any of the
         Banks in connection with the Bank Obligations.

                  "Hedge Agreement  Obligations" shall mean the aggregate amount
         of  Indebtedness  under  any  Hedge  Agreement,   provided,   that,  in
         determining the amount of Indebtedness under any Hedge Agreement,  such
         amount shall be based upon the net  termination  obligation of Borrower
         under such Hedge Agreement,  calculated as of any date as if such Hedge
         Agreement shall have been terminated as of such date.

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


<PAGE>

                  "Insolvency  Event"  shall mean (a) the  pendency  of any case
         against  Borrower or any other Company  arising under the United States
         Bankruptcy Code of 1978, as amended, or any successor statute,  (b) the
         pendency  of any case  against  Borrower or any other  Company  arising
         under any other bankruptcy,  reorganization,  compromise,  arrangement,
         insolvency,  readjustment  of debt,  dissolution,  liquidation or other
         similar  law of any  jurisdiction,  including  but not  limited  to any
         foreign jurisdiction,  (c) the appointment of, or taking possession by,
         a trustee,  receiver,  custodian,  liquidator  or similar  official  of
         Borrower or any other Company or any substantial assets of any of them,
         (d) any  assignment  for the  benefit of  creditors  of Borrower or any
         other  Company,  or (e) the failure of  Borrower  or any other  Company
         generally to pay its debts as they become due.

     "Lender" shall mean any Bank, Noteholder or Line of Credit Lender.

                  "Lending Parties" shall mean, collectively, (a) Agent, for the
         benefit of and on behalf of the Banks, (b) each Noteholder and (c) each
         Line of Credit Lender.

                  "Lending  Party" shall mean (a) Agent, on behalf of the Banks,
         (b) any Noteholder or (c) any Line of Credit Lender.

                  "Lending Party Documents" shall mean,  collectively,  the Loan
         Documents, the Note Documents and the Line of Credit Documents.

                  "Letter of Credit" shall mean any Letter of Credit, as defined
         in the Credit Agreement, issued pursuant to the Credit Agreement.

                  "Letter  of  Credit  Exposure"  shall  mean,  at the  time  of
         determination,  the sum of (a) the aggregate undrawn face amount of all
         issued and outstanding  Letters of Credit, and (b) the aggregate of the
         draws  made on  Letters  of  Credit  that have not been  reimbursed  by
         Borrower.

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


<PAGE>

                  "Line of Credit  Lender"  shall mean (a) each of the financial
         institutions  set forth on Schedule 3 hereto so long as such  financial
         institution  (i) shall be a Bank  under the Credit  Agreement  and (ii)
         shall have established a discretionary  line of credit for Borrower and
         its  Subsidiaries;  or (b) each financial  institution  that shall have
         entered into a Hedge  Agreement with Borrower so long as such financial
         institution shall be a Bank under the Credit Agreement;  provided that,
         if any such  financial  institution  shall cease to be a Bank under the
         Credit  Agreement,  then the Line of Credit  Obligations  owing to such
         financial institution shall no longer be secured by the Collateral.

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

                  "Line of Credit  Obligations"  shall mean all  Indebtedness or
         other  obligations  incurred by Borrower to the Line of Credit  Lenders
         arising  under the Line of Credit  Documents,  whether  for  principal,
         interest,  fees, costs or indemnities  (including the aggregate undrawn
         face amount of issued and outstanding  letters of credit and draws made
         on letters of credit that have not been  reimbursed  ("Other  Letter of
         Credit  Obligations"),  and whether now existing or hereafter  arising;
         provided,  however,  that,  the  principal  amount owing to any Line of
         Credit Lender (other than with respect to Hedge Agreement  Obligations)
         (plus any Other  Letter of Credit  Obligations)  shall not  exceed  the
         amount set forth opposite such Line of Credit Lender's name on Schedule
         3 hereto.

                  "Loan"  shall  mean  any  Loan,   as  defined  in  the  Credit
         Agreement, made pursuant to the Credit Agreement.

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

                  "Loan and Reimbursement  Obligations"  shall mean, at the time
         of determination,  with respect to the Bank Obligations, the sum of (a)
         the aggregate principal amount of the Loans then outstanding,  plus (b)
         the Letter of Credit Exposure.

                  "Mortgage"  shall  mean a  Mortgage,  Deed of  Trust  or other
         instrument,  in form and substance satisfactory to the Collateral Agent
         and the Required Lenders,  executed by Borrower or another Company,  as
         the case may be, with respect to any Mortgaged  Real  Property,  as the
         same may from time to time be amended, restated or otherwise modified.

                  "Mortgaged  Real  Property"  shall mean each of the parcels of
         real property as set forth on Schedule 2 hereto, or interests  therein,
         owned or  leased  by  Borrower  or  another  Company,  as  appropriate,
         together  with each other  parcel of real  property  that shall  become
         subject to a  Mortgage,  in each case  together  with all of the right,
         title and interest of Borrower or such Company,  as the case may be, in
         the improvements and buildings thereon and all appurtenances, easements
         or other rights belonging thereto.


<PAGE>

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

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

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

                  "Note  Documents"   shall  mean  the  Note   Agreements,   the
         Noteholder Senior Notes, this Agreement,  the Security Documents,  each
         Guaranty issued by any Person in respect of the obligations of Borrower
         under the Note Agreements or the Noteholder Senior Notes, and any other
         documents relating to any of the foregoing, as any of the foregoing may
         from  time  to time be  amended,  restated  or  otherwise  modified  or
         replaced.

                  "Noteholder" shall mean Northwestern or Principal.

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

                  "Noteholder  Senior Notes" shall mean Borrower's  Senior Notes
         due November 7, 2005 issued under the Note  Agreements,  together  with
         any replacement or substitute notes with respect thereto.

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

                  "Obligations"   shall   mean,   collectively,   (a)  the  Bank
         Obligations,  (b) the  Noteholder  Obligations,  (c) the Line of Credit
         Obligations, and (d) the Administrative Obligations.

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

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


<PAGE>

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

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

                  "Pro Rata"  shall  mean,  at the time of  determination,  with
         respect to any Lending  Party,  the  percentage  that is  determined by
         dividing:

     (a)  (i) for Agent and the Banks, the Loan and  Reimbursement  Obligations,
          (ii)  for each  Noteholder,  the  aggregate  principal  amount  of the
          Noteholder  Senior Notes then outstanding to such Noteholder under its
          Note  Agreement,  and (iii) for each  Line of Credit  Lender,  (A) the
          aggregate principal amount of the Line of Credit Obligations (plus any
          Other Letter of Credit Obligations) then outstanding from such Line of
          Credit Lender  (other than any Hedge  Agreement  Obligations  owing to
          such Line of Credit Lender),  plus (B) the Hedge Agreement Obligations
          owing to such Line of Credit Lender, if any, by

     (b)  the sum of (i) the aggregate  outstanding  principal  amount of all of
          the  Obligations  (other than  Administrative  Obligations),  (ii) the
          Letter of Credit Exposure and the Other Letter of Credit  Obligations,
          and (iii) the Hedge Agreement Obligations.

         For  all  purposes  under  this  Agreement  or any  of  the  Collateral
         Documents,  Pro Rata shall be determined on the date of the  occurrence
         of the first Sharing Event.

                  "Required  Lenders" shall mean, at the time of  determination,
         Lending  Parties  holding at least  sixty-six  and  two-thirds  percent
         (66-2/3%) of the sum of (a) the Loan and Reimbursement Obligations, (b)
         the  aggregate  principal  amount of the  Noteholder  Senior Notes then
         outstanding  under the Note Agreements and (c) the aggregate  principal
         amount of the Line of  Credit  Obligations  (plus  any Other  Letter of
         Credit  Obligations) then outstanding (but  specifically  excluding the
         Hedge Agreement Obligations);  provided, that, after the termination of
         and the  payment  in full of all  indebtedness  under  the LIFO  Credit
         Agreement,  as  defined  in  the  Subordination,   Waiver  and  Consent
         Agreement, the parties hereto shall negotiate in good faith to agree to
         a revised  definition that shall be satisfactory to the parties hereto.
         If the parties shall not agree to a new  definition,  then,  until such
         time as an agreement shall be reached,  this definition  shall continue
         to be effective.


<PAGE>

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

                  "Sharing  Event" shall mean the earlier of (a) the  occurrence
         of an Insolvency Event, or (b) the occurrence of an Acceleration Event.

                  "Subordination,  Waiver and Consent  Agreement" shall mean the
         Subordination,  Waiver and  Consent  Agreement  executed as of the date
         hereof among the Lenders,  the LIFO Agent, as defined therein,  and the
         LIFO Banks, as defined therein.

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

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

         SECTION 2.  Appointment  of the  Collateral  Agent.  Each Lender hereby
appoints KeyBank National Association (together with its successors and assigns)
as  the  Collateral  Agent  under  this  Agreement,  with  such  powers  as  are
specifically  delegated to the Collateral  Agent by the terms of this Agreement,
together with such other powers as are reasonably incidental thereto in order to
carry out the intent of this Agreement,  in the opinion of the Collateral Agent,
and  KeyBank  National  Association  hereby  accepts  such  appointment  as  the
Collateral  Agent under this Agreement.  Neither the Collateral Agent nor any of
its directors,  officers,  attorneys or employees shall be liable for any action
taken  or  omitted  to be  taken in good  faith  by it or them  hereunder  or in
connection  herewith,  except for its or their own gross  negligence  or willful
misconduct, as determined by a court of competent jurisdiction.


<PAGE>

         SECTION 3. Pro Rata  Distribution of Collateral.  The Collateral  Agent
shall be the secured party,  beneficiary or mortgagee, as applicable,  under the
Collateral  Documents  for  the  benefit  of  all of the  Lending  Parties.  The
Collateral  shall be held for the benefit of the Lending Parties on a pari passu
basis and shall serve as security for the  Obligations.  Subject to the terms of
this Agreement, the Collateral Agent shall receive, hold, administer and enforce
this Agreement,  and foreclose upon, collect,  dispose of all or any part of the
Collateral,  for the Pro Rata  benefit of the  respective  Lending  Parties  and
deliver to the Lending Parties,  the proceeds therefrom for the Pro Rata benefit
of the  respective  Lending  Parties  in  accordance  with  the  terms  of  this
Agreement.  The  Companies  and each Lender agree that any security  interest or
Lien granted to any Lender with respect to the Collateral,  or any part thereof,
whether granted prior to, or on or after the Collateral  Signing Date,  shall be
deemed to be held by such Lender for the benefit of the Lending Parties pursuant
to the terms of this Agreement. Each Lender further agrees that, notwithstanding
the relative  priority or time of granting,  creation,  attachment or perfection
under applicable law of any security interest or lien, if any, of the Collateral
Agent or any Lender,  whether such security  interest or lien shall arise now or
hereafter be acquired,  such security  interest or lien shall be first  priority
security  interest  or lien in  favor of the  Collateral  Agent  to  secure  the
Obligations  on a pari passu  basis for the Pro Rata  benefit of the  respective
Lending Parties.

         SECTION 4.  Payments or  Proceeds  Received  Prior to a Sharing  Event.
Subject to the terms and  conditions  of the  Subordination,  Waiver and Consent
Agreement,  prior to the occurrence of a Sharing  Event,  the Lenders agree that
any  Lender  may  accept  and apply  payments  made from any  source  (including
proceeds of the  Collateral) on or in respect of the  Obligations  owing to such
Lender without any  responsibility to turn over to the Collateral Agent or share
with any other Lender such payments,  except as otherwise  specifically provided
in the Credit  Agreement with respect to sharing among the Banks and in the Note
Agreements  with respect to  allocation  among the  Noteholders.  Subject to the
terms and conditions of the Subordination,  Waiver and Consent Agreement, if the
Collateral  Agent (in its capacity as the Collateral  Agent and not in any other
capacity) shall receive any payments from any source (including  proceeds of the
Collateral)  on or in  respect  to the  Obligations  at any  time  prior  to the
occurrence of a Sharing  Event,  such payment or proceeds  shall be delivered to
the appropriate Lending Party.

         SECTION 5. Payments or Proceeds  Received After a Sharing Event.  After
the occurrence of a Sharing Event,  (a) any payment  received  (whether from the
proceeds of the Collateral or otherwise)  from any Company by any Lender,  shall
be immediately forwarded to the Collateral Agent to be distributed in accordance
with the provisions of Section 6 hereof,  and (b) any payment received  (whether
from the proceeds of the Collateral or otherwise) by the Collateral  Agent shall
be distributed in accordance with the provisions of Section 6 hereof.

         SECTION 6.  Distribution of Proceeds.  Except as set forth in Section 4
hereof,  subject to the terms and  conditions of the  Subordination,  Waiver and
Consent  Agreement,   any  proceeds  received  from  the  sale,  disposition  or
collection  of  the  Collateral,  or  otherwise  received  with  respect  to the
Collateral,  by the  Collateral  Agent  at any  time  shall  be  applied  by the
Collateral Agent as follows:


<PAGE>

                  (a)  first,   to  the   payment  of  (i)  any   Administrative
         Obligations,  including,  but not limited to, the costs and expenses of
         the Collateral  Agent in connection with any sale,  collection or other
         realization  incurred by the  Collateral  Agent under the provisions of
         this  Agreement,   or  any  other  fees  (including   attorneys'  fees,
         accountants  fees and other fees for special  advisors  or  consultants
         retained by the Collateral  Agent),  expenses,  liabilities  (including
         rights  to  indemnification)  or  advances  made  or  incurred  by  the
         Collateral Agent in connection with the  administration  or enforcement
         of the  Collateral  Documents and (ii) the fees and expenses of counsel
         for the Noteholders and Agent;

                  (b) second,  to each Lending Party, in an amount equal to such
         Lending Party's Pro Rata Share of the amount to be  distributed,  until
         all of the Obligations shall have been satisfied in full;

     (c)  third,  to  the  payment  of  the  PIK  Interest,  as  defined  in the
          Subordination, Waiver and Consent Agreement; and

                  (c)  fourth,  after  all of the  Obligations  shall  have been
         irrevocably  satisfied in full,  to Borrower or a Guarantor of Payment,
         as appropriate,  or as a court of competent  jurisdiction may direct or
         as otherwise required by law.

Notwithstanding the foregoing,  any amounts to be distributed for application to
a Lending Party's  liabilities  with respect to any issued but undrawn Letter of
Credit (or letter of credit issued by a Line of Credit  Lender) shall be held by
the  Collateral  Agent in an interest  bearing trust account (the "Special Trust
Account") as collateral  security for such  liabilities  until a drawing on such
letter of credit,  at which time such amounts,  together  with interest  accrued
thereon,  shall  be  released  by the  Collateral  Agent  and  applied  to  such
liabilities. If any such letter of credit expires without having been drawn upon
in full,  the amounts  held in the Special  Trust  Account  with  respect to the
undrawn  portion  of such  letter of  credit,  together  with  interest  accrued
thereon,  shall be  applied  by the  Collateral  Agent in  accordance  with this
Section 6.

         SECTION 7. Delivery of Collateral to the  Collateral  Agent.  Except as
set forth in Section 4 hereof, if any Lender receives  possession of any portion
of the  Collateral,  or any  proceeds  thereof,  whether  prior to or after  the
occurrence  of a Sharing  Event,  such Lender shall receive and hold the same in
trust for the Collateral  Agent and shall deliver such Collateral or proceeds to
the Collateral Agent, wherein the Collateral Agent shall hold or dispose of such
Collateral or proceeds, in accordance with the terms of this Agreement.

         SECTION  8.  Return  of  Payments.  If any  payment  or other  proceeds
received by any Lender for its own account under this  Agreement are required to
be repaid or returned, in whole or in part, by such Lender to the payor thereof,
or to any trustee,  agent or other representative,  or such payment is otherwise
rescinded,  in whole or in part,  pursuant to applicable  law, each other Lender
that shall have received all or part of such payment or proceeds shall promptly,
upon written demand,  return all or the ratable part, as the case may be, of the
portion of such  payment or proceeds  so received by such other  Lender (and any
interest  thereon to the extent  the same is  required  to be paid by the Lender
originally  receiving  such payment or proceeds in respect of the return of such
payment or proceeds) in order to equitably  adjust for the return of all or part
of such payment or proceeds.


<PAGE>

         SECTION 9.                 Lending Parties' Rights and Remedies.
                                    ------------------------------------

         (a) Except as set forth in subpart  (c) below and  subject to the terms
and conditions of the Subordination,  Waiver and Consent Agreement, each Lending
Party shall have the rights and remedies  available  to it under its  respective
Lending  Party  Documents,  other  than  rights  specifically  reserved  for the
Collateral Agent under any of the Collateral Documents, upon the occurrence of a
Default  Event or  otherwise,  including,  but not  limited to, the right to (i)
accelerate any of the  Obligations  owing to such Lending Party,  (ii) institute
suit  against  any  Company,  and (iii) take any other  enforcement  action with
respect to any Default Event; provided,  however, that each Lending Party agrees
that it shall have recourse  under or by virtue of the  Collateral  Documents to
the Collateral only through the Collateral Agent and that no Lending Party shall
have any independent recourse to the liens and security interests created by the
Collateral Documents or otherwise, except that any Lender may set-off any amount
of any balances held by it for the account of any Company or any other  property
held or owing by such Lender to or for the credit or the account of any Company,
provided  that the  amount  set-off is  delivered  to the  Collateral  Agent for
application pursuant to the terms of this Agreement.

         (b) Upon the occurrence of a Sharing  Event,  the  appropriate  Lending
Party shall  promptly,  and in any event within one (1) Business Day thereafter,
provide notice to the Collateral  Agent of the occurrence of such Sharing Event,
and, upon receipt of such notice,  the Collateral  Agent shall promptly,  and in
any event,  within one (1)  Business Day of receipt  thereof,  deliver a copy of
such  notice to all of the  Lenders;  provided,  however,  that the  failure  to
provide any of the foregoing  notices  shall not affect,  in any way, any of the
rights or obligations of any Person under this Agreement.

         (c) Upon  receipt  of a notice  of a  Sharing  Event  and at all  times
thereafter,  no Lender shall  institute suit against any Company with respect to
the  Collateral or otherwise take any other  enforcement  action with respect to
the  Collateral  (except as permitted by the  Subordination,  Waiver and Consent
Agreement).

         (d) By accepting any proceeds of Collateral under this Agreement or the
benefits of any Collateral Document, a Lender shall be deemed to be bound by the
terms and conditions set forth herein as if such Lender shall have executed this
Agreement.

         SECTION 10. The  Collateral  Agent's Rights and Remedies upon a Sharing
Event.  Upon the occurrence of a Sharing Event,  the Required Lenders may notify
and direct the  Collateral  Agent to enforce the rights of the Lenders in and to
the Collateral  through such remedies as may be available  pursuant to the terms
and conditions of any Collateral  Document,  at law or in equity,  or otherwise.
The Collateral  Agent shall act as the Required Lenders may, in their reasonable
discretion,  direct,  provided that the Collateral Agent shall have no liability
for  acting  in  accordance  with such  request  and no  Lender  shall  have any
liability  to any  other  Lender  in  connection  with  any  such  request.  The
Collateral Agent shall not release any Liens or Collateral without the direction
or consent of the Required  Lenders (other than for  substitutions of Collateral
or the sale of  Collateral  that is no longer  useful in the  businesses  of the
Companies,  in both  cases  to be in the  ordinary  course  of  business  of the
Companies).  The Collateral Agent shall give prompt notice to each Lending Party
of any action taken  pursuant to the  instructions  of the  Required  Lenders to
enforce  any  Security  Documents;  provided  that the  failure to give any such
notice  shall  not  impair  the right of the  Collateral  Agent to take any such
action or the validity of any action so taken.


<PAGE>

         SECTION 11.  Accounting.  Each  Lending  Party  agrees to render to the
Collateral  Agent,  at any  time  upon  request  of  the  Collateral  Agent,  an
accounting  of the amounts of the  Obligations  owing to such Lending  Party and
such other  information  with respect to the  Obligations  owing to such Lending
Party as the Collateral Agent may reasonably  request in order to give effect to
the terms and conditions of this Agreement.

         SECTION 12. Obligations Unaffected;  Modification of Lending Documents.
Except for the agreements made pursuant to this Agreement and the Subordination,
Waiver and Consent  Agreement,  the Lending Party  Documents shall be unaffected
hereby.  Subject to the  restrictions  on  amendment  that are  contained in the
Subordination,  Waiver  and  Consent  Agreement,  each  Lending  Party  shall be
entitled to amend,  restate or otherwise modify any of their respective  Lending
Party  Documents in accordance  with the respective  terms of such Lending Party
Documents  (subject to the  restrictions  set forth in the definition of Line of
Credit  Obligations);  provided,  however,  that,  in the event that any Lending
Party shall receive any additional Collateral or other security for any of their
respective  Obligations or file any additional financing statement,  mortgage or
other lien with respect thereto,  such collateral or other security shall become
part of the  Collateral  hereunder  and  shall be held in trust for the Pro Rata
benefit of the  Lending  Parties,  subject to the terms and  conditions  of this
Agreement.

         SECTION 13.  Contesting  Liens or Security  Interests.  No Lender shall
contest the  validity,  perfection,  priority or  enforceability  of any Lien or
security  interest  granted to the Collateral Agent or any Lender (provided that
such Lien or security interest is subject to the terms of this Agreement).

         SECTION 14. Actions by the Collateral Agent.  Each Lender  acknowledges
that (a) such Lender has  performed  and will continue to perform its own credit
analysis of Borrower and each other Company,  and its own  investigations of the
risks  involved  in  the  transactions   contemplated  in  connection  with  the
Obligations  and in entering into this Agreement and the  Collateral  Documents,
(b) such Lender has reviewed and approved the form and  substance of each of the
Collateral Documents, including any UCC financing statements filed in connection
with any of the Collateral Documents, and (c) the Collateral Agent, by executing
this Agreement, has not, nor at any time shall the Collateral Agent be deemed to
have, made any representation or warranty,  express or implied,  with respect to
the (i) due execution, authenticity,  legality, accuracy, completeness, validity
or  enforceability  of any of the  Collateral  Documents or as to the  financial
condition  or  creditworthiness  of  Borrower  or  any  other  Company,  or  the
collectability  of the  Obligations,  or (ii)  validity,  perfection,  priority,
enforceability,  value or sufficiency of, or title to any of the Collateral,  or
the  filing or  recording,  or taking of any other  action  with  respect to the
Collateral.  Although the  Collateral  Agent will  endeavor to exercise the same
care in administering  the Collateral as if the Collateral Agent were acting for
its own account,  the Collateral  Agent shall be fully protected in relying upon
any  document  that  appears  to it to be  genuine  and upon the advice of legal
counsel,  independent accountants and other appropriate experts (including those
retained by Borrower).  Neither the Collateral  Agent nor any of its affiliates,
directors, officers, attorneys or employees shall be liable for any action taken
or omitted to be taken by it or them hereunder or in connection herewith, except
for its or their own gross negligence or willful misconduct,  as determined by a
court of competent jurisdiction.


<PAGE>

         SECTION 15. Bankruptcy  Filing.  The provisions of this Agreement shall
be  applicable  both  before and after the filing of any  petition by or against
Borrower or any other  Company under the United  States  Bankruptcy  Code or, if
applicable,  under the laws of any foreign  jurisdiction,  and all references in
this  Agreement  to  Borrower or any other  Company  shall be deemed to apply to
Borrower or such Company as debtor-in-possession. All postpetition distributions
of the  proceeds  of any of the  Collateral  shall,  subject to any court  order
approving the financing of Borrower or any Company as debtor-in-possession (i.e.
this  Agreement  shall not  limit any  Lender's  right to  provide  postpetition
financing, nor any Lender's right to object to any such financing, in accordance
with Section 364 of the United States  Bankruptcy  Code and any such  financing,
and any liens or security  interests  granted in connection with such financing,
shall be on such terms and  conditions  as  approved by the  Bankruptcy  Court),
continue to be made after the filing of any such petition on the same basis that
the Collateral was to be distributed prior to the date of such petition.

         SECTION 16.  Indemnification by Lenders.  To the extent not indemnified
or reimbursed by Borrower or any other Company, or paid pursuant to Section 6(a)
hereof,  the Lending  Parties agree to indemnify the Collateral  Agent, on a Pro
Rata  basis,  from and  against any and all  liabilities,  obligations,  losses,
damages, penalties,  actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever that may be imposed on, incurred by or asserted
against the Collateral  Agent in its capacity as agent in any way relating to or
arising out of this Agreement or any Collateral  Document or any action taken or
omitted in good faith by the Collateral  Agent with respect to this Agreement or
any Collateral Document, provided that no Lender shall be liable for any portion
of  such  liabilities,   obligations,   losses,  damages,  penalties,   actions,
judgments,  suits, costs,  expenses (including attorneys' fees) or disbursements
resulting from the Collateral Agent's gross negligence or willful misconduct, as
determined  by a court of  competent  jurisdiction,  or from any action taken or
omitted by the Collateral  Agent in any capacity other than as collateral  agent
under this Agreement.

         SECTION 17.  Right to Opt Out.  Any Lending  Party shall be entitled to
opt out of the sharing  provisions of this Agreement by giving written notice to
the Collateral Agent and each Lending Party (a "Disclaiming Lender").  Effective
upon receipt by the Collateral Agent of such notice from any Disclaiming Lender,
such Disclaiming Lender (a) shall have no interest in any of the Collateral, nor
shall such Disclaiming  Lender be entitled to its Pro Rata share of the proceeds
of any of the  Collateral,  and (b) shall not be liable for any  indemnification
obligations  with  respect  to the  Collateral  Agent or any of the  Collateral,
except  with  respect to any such  obligations  that  relate to claims  arising,
accruing or occurring prior to the date such Lender became a Disclaiming  Lender
under this Section.


<PAGE>

         SECTION 18. Third Parties.  The provisions of this Agreement are solely
for the  benefit of the  Collateral  Agent,  Agent and the  Lenders  and are not
intended  to grant any  rights,  benefits  or  defenses to or for the benefit of
Borrower,  any other  Company or any other  Person.  If  Borrower or any Company
signs  this  Agreement,  such  signature  shall be  solely  for the  purpose  of
acknowledging  and agreeing to the rights and obligations of the Lending Parties
and the Collateral Agent.  Neither Borrower nor any other Company shall have any
rights hereunder.

         SECTION 19. Successors and Assigns;  Amendments. The provisions of this
Agreement  shall inure to the benefit of, and be binding on, Agent,  the Lenders
and the Collateral  Agent,  and their  respective  successors  and assigns.  The
provision  of this  Agreement  may not be  amended,  supplemented  or  otherwise
modified in any respect except in a writing signed by each Lending Party and the
Collateral Agent.

         SECTION 20. Successor Collateral Agent. The Collateral Agent may resign
as  collateral  agent  hereunder  by giving not fewer than sixty (60) days prior
written  notice to the Lenders,  such  resignation  to take effect only upon the
acceptance by a successor  collateral  agent or its  appointment  hereunder.  In
addition, the Required Lenders may remove the Collateral Agent at any time, with
or without cause,  by giving written notice thereof to the Collateral  Agent. If
the  Collateral  Agent shall  resign or be removed  under this  Agreement,  then
either (a) the  Required  Lenders  shall  appoint a successor  collateral  agent
hereunder,  or (b) if a successor collateral agent shall not be so appointed and
approved  within the sixty  (60) day period  following  the  Collateral  Agent's
notice to the Lenders of its resignation or removal,  then the Collateral  Agent
shall appoint a successor  collateral agent that shall serve as collateral agent
until such time as the Required  Lenders appoint a successor  collateral  agent.
Upon its  appointment,  such  successor  collateral  agent shall  succeed to the
rights,  powers and duties as collateral agent, and the term "Collateral  Agent"
under  this  Agreement  and  any  other  Collateral  Document  shall  mean  such
successor,  effective upon its appointment,  and the former  collateral  agent's
rights,  powers and duties as collateral  agent shall be terminated  without any
other or further act or deed on the part of such former  collateral agent or any
of the  parties  to this  Agreement.  Upon the  request  of any  such  successor
Collateral  Agent and the  payment of all fees,  expenses  and other  amounts in
connection  therewith,  the former  collateral  agent shall promptly execute and
deliver such  instruments of conveyance and further  assurance and do such other
things  as may be  reasonably  required  to more  fully and  certainly  vest and
confirm in such  successor  Collateral  Agent its interest in the Collateral and
such rights,  powers,  duties and  obligations  of the former  collateral  agent
hereunder. The former collateral agent shall also promptly assign and deliver to
the successor  Collateral  Agent any Collateral  subject to the lien or security
interest of the Collateral Agent that may then be in its possession.

         SECTION  21.  Notice.   All  notices,   requests,   demands  and  other
communications  provided  for  hereunder  shall  be in  writing  and sent (a) by
facsimile if the sender on the same day sends a  confirming  copy of such notice
by a recognized overnight or same day delivery service (charges prepaid), (b) by
registered or certified mail with return receipt requested (postage prepaid), or
(c) by a  recognized  overnight  or same  day  delivery  service  (with  charges
prepaid).  Any such  notice  must be sent  (i) if to a  Lender,  at the  address
specified for such  communication  on Schedule 1 to this  Agreement,  or at such
other  address as such Lender shall have  specified to the  Collateral  Agent in
writing,  or (ii) if to the Collateral  Agent, at the address specified for such
communications on Schedule 1 to this Agreement,  or at such other address as the
Collateral  Agent shall have  specified  to the  Lenders in writing.  Any notice
under this Section 21 shall be effective  (i) if sent by facsimile  transmission
to the appropriate  address pursuant to clause (a) of the first sentence of this
Section, upon receipt thereof, with telephonic  confirmation of receipt, (ii) if
sent by recognized  overnight  courier to the  appropriate  address  pursuant to
clause (c) of the first  sentence of this  Section,  one (1)  Business Day after
being sent, (iii) if sent by recognized  courier to the appropriate  address for
same day delivery  pursuant to clause (c) of the first sentence of this Section,
when received,  (iv) if sent by United States mail pursuant to clause (b) of the
first sentence of this Section, when actually received.


<PAGE>

         SECTION 22.  Entire  Agreement.  This  Agreement  sets forth the entire
agreement and  understanding  among the parties as to the subject  matter hereof
and merges and supersedes all prior discussions, agreements, and undertakings of
every kind and nature among them with respect to the subject matter hereof.

         SECTION 23. Execution in  Counterparts.  This Agreement 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.

         SECTION 24. Termination; Repayment of Obligations. This Agreement shall
remain in full force and  effect  until all of the  Obligations  shall have been
indefeasibly  paid in full. In the event that the Bank Obligations shall be paid
in full, then the Noteholders  Obligations shall concurrently  therewith be paid
in full.

         SECTION 25. Governing Law. This Agreement shall be construed  according
to the laws of the State of Ohio,  without  regard to principles of conflicts of
laws. Wherever possible each provision of this Agreement shall be interpreted in
such  manner as to be  effective  and valid  under  applicable  law,  but if any
provision of this  Agreement  shall be  prohibited by or invalid under such law,
such  provision  shall be  ineffective  to the  extent  of such  prohibition  or
invalidity,  without  invalidating  the  remainder  of  such  provision  or  the
remaining provisions of this Agreement.

                  [Remainder of page intentionally left blank.]


<PAGE>


         SECTION 26. JURY TRIAL WAIVER.  EACH OF THE UNDERSIGNED,  TO THE EXTENT
PERMITTED BY LAW,  WAIVES ANY RIGHT TO HAVE A JURY  PARTICIPATE IN RESOLVING ANY
DISPUTE WHETHER SOUNDING IN CONTRACT,  TORT, OR OTHERWISE,  AMONG THE COLLATERAL
AGENT  OR ANY OF  THEM,  ARISING  OUT OF,  IN  CONNECTION  WITH,  RELATED  TO OR
INCIDENTAL TO THE  RELATIONSHIP  ESTABLISHED  AMONG THEM IN CONNECTION WITH THIS
AGREEMENT OR ANY DOCUMENT  EXECUTED OR DELIVERED IN  CONNECTION  HEREWITH OR THE
TRANSACTIONS  RELATED THERETO.  THIS WAIVER SHALL NOT IN ANY WAY AFFECT,  WAIVE,
LIMIT,  AMEND OR MODIFY THE ABILITY OF ANY OF THE UNDERSIGNED TO PURSUE REMEDIES
PURSUANT TO ANY  CONFESSION OF JUDGMENT OR COGNOVIT  PROVISION  CONTAINED IN ANY
NOTE OR OTHER  INSTRUMENT,  DOCUMENT OR AGREEMENT AMONG THE UNDERSIGNED,  OR ANY
THEREOF.

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the date first written above.

                           KEYBANK NATIONAL ASSOCIATION,
                              as Collateral Agent

                           By:   /s/ Alan J. Ronan
                           Name:     Alan J. Ronan
                           Title:    Senior Vice President

                           KEYBANK NATIONAL ASSOCIATION,
                              as Agent on behalf of and for the benefit of
                              the Banks

                           By:   /s/ Alan J. Ronan
                           Name:     Alan J. Ronan
                           Title:    Senior Vice President


                           PRINCIPAL LIFE INSURANCE COMPANY

                           By:   /s/ Christopher J. Jenderson
                           Name:     Christopher J. Henderson
                           Title:    Counsel



<PAGE>

                           THE NORTHWESTERN MUTUAL LIFE
                              INSURANCE COMPANY

                           By:   /s/ Jeffrey Lueken
                           Name:     Jeffrey Lueken
                           Title:    VP & Attorney-in-fact


                           KEYBANK NATIONAL ASSOCIATION,
                              as a Line of Credit Lender

                           By:   /s/ Alan J. Ronan
                           Name:     Alan J. Ronan
                           Title:    Senior Vice President

                           FIRSTAR BANK, N.A.,
                              as a Line of Credit Lender

                           By:   /s/ Greg Wilson
                           Name:     Greg Wilson
                           Title:    AVP / Its Attorney-in-fact




<PAGE>


Each of the  undersigned  hereby  acknowledges  the terms of and consents to the
foregoing:

AMCAST INDUSTRIAL CORPORATION

By:   /s/ Francis J. Drew
Name:     Francis J. Drew
Title:    CFO

ELKHART PRODUCTS CORPORATION

By:   /s/ Francis J. Drew
Name:     Francis J. Drew
Title:    CFO

AMCAST AUTOMOTIVE OF INDIANA,
   INC. (fka Wheeltek, Inc.)

By:   /s/ Francis J. Drew
Name:     Francis J. Drew
Title:    CFO


AMCAST INVESTMENT SERVICES
   CORPORATION

By:   /s/ Francis J. Drew
Name:     Francis J. Drew
Title:    CFO


AS INTERNATIONAL, INC.

By:   /s/ Francis J. Drew
Name:     Francis J. Drew
Title:    CFO






<PAGE>


                                   Schedule 1

                     Lender's Name and Addresses for Notices

KeyBank National Association,            IntesaBci - Chicago Branch
  as Collateral Agent                    One William Street
127 Public Square                        New York, NY 10004
Cleveland, Ohio 44114-1306


KeyBank National Association,            Unicredito Italiano SPA
  as Agent and a Bank                    375 Park Avenue
127 Public Square                        New York, NY 10152-0099
Cleveland, Ohio 44114-1306

The Bank of New York                     San Paolo IMI S.p.A.
One Wall Street                          245 Park Avenue
Automotive Division, 22nd Floor          New York, NY 10167
New York, NY 10286

Bank One, Indiana, NA                    Principal Life Insurance Company
100 East Broad Street, 12th Floor        801 Grand Avenue
Columbus, OH 43271-0145                  Des Moines, Iowa 50392

Credit Agricole Indosuez                 The Northwestern Mutual Life
                                         Insurance Company
55 East Monroe Street, Suite 4700        720 East Wisconsin Avenue
Chicago, IL 60603                        Milwaukee, Wisconsin 53202

National City Bank                       KeyBank National Association,
6 North Main Street                        as Line of Credit Lender
Locator 2200                             127 Public Square
Dayton, Ohio 45412                       Cleveland, Ohio 44114-1306

Firstar Bank, National Association       Firstar Bank, National Association,
c/o US Bank                                as Line of Credit Lender
MPFP2516                                 c/o US Bank
601 2nd Avenue South                     MPFP2516
Mineapolis, Minnesota 55402              601 2nd Avenue South
                                         Mineapolis, Minnesota 55402





<PAGE>


                                   Schedule 2

                             Mortgaged Real Property


                  A.       Amcast Industrial Corporation

                           1.       N39 W 5789 Hamilton Road
                                    Cedarburg, Wisconsin

                           2.       1561 Northwest 11th Street
                                    Richmond, Indiana
                                    Leasehold Mortgage

                           3.       13663 Short Road
                                    Wapakoneta, Ohio

                  B.       Amcast Automotive of Indiana, Inc.

                           1.       706 East Depot Street
                                    Fremont, Indiana

                           2.       6231 East 500 South
                                    Marion, Indiana
                                    (Gas City)
                                    Leasehold Mortgage

                  C.       Elkhart Products Corporation

                           1.       1255 Oak Street
                                    Elkhart, Indiana

                           2.       3265 Highway 71S
                                    Fayetteville, Arkansas

                           3.       700 Rainbow Road
                                    Geneva, Indiana

                  D.       Lee Brass Company

                           1800 Golden Springs Road
                           Anniston, Alabama


<PAGE>


                                   Schedule 3

                             Line of Credit Lenders

Lender                                              Maximum Amount of Facility

KeyBank National Association                                  $10,000,000

Firstar Bank, National Association                            $12,032,783