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<FORMER-CONFORMED-NAME>DAYTON MALLEABLE INC
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<TYPE>8-K
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<FILENAME>form8k.txt
<DESCRIPTION>FORM 8-K - RESTRUCTURED CREDIT FACILITIES
<TEXT>

                       SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT


     Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934



        Date of Report (Date of earliest event reported) August 29, 2003
                                                         ---------------



                          AMCAST INDUSTRIAL CORPORATION
             (Exact name of registrant as specified in its charter)



              Ohio                         1-9967               31-0258080
--------------------------------- ------------------------- ------------------
(State or other jurisdiction of    (Commission File Number)   (I.R.S. Employer
         incorporation)                                      Identification No.)


7887 Washington Village Drive, Dayton, Ohio                       45459
------------------------------------------------------------- -----------------
(Address of principal executive offices)                         (Zip Code)


Registrant's telephone number, including area code      (937) 291-7000
                                                   ---------------------------


                                 Not Applicable
-----------------------------------------------------------------------------



<PAGE>



Item 5.  Other Events and Regulation FD Disclosure

On August 29, 2003, Amcast Industrial Corporation issued a press release
announcing that the Company has restructured its credit facilities with its bank
lending group and senior note holders. The bank and senior note credit
maturities have been extended until September 14, 2006.

The press release also announced the termination of discussions with Citation
Corporation relating to the possible sale of Amcast's Wapkoneta, Ohio, Richmond,
Indiana and Cedarburg, Wisconsin plants and its Southfield, Michigan office
facility.






                                   SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                            AMCAST INDUSTRIAL CORPORATION


Date:  September 3, 2003                    By:/s/Francis J. Drew
       -----------------                    ----------------------------------
                                            Francis J. Drew
                                            Vice President, Finance and
                                            Chief Financial Officer



                                       2
<PAGE>


                                INDEX TO EXHIBITS



4   Instruments Defining the Rights of Security Holders, Including Indentures

  4.1    Amended and Restated Restructuring Agreement among Amcast Industrial
         Corporation and its Restructuring Lenders and KeyBank National
         Association, as Agent, dated August 28, 2003.

  4.2    Amended and Restated LIFO Restructuring Agreement among Amcast
         Industrial Corporation and the LIFO Banks and KeyBank National
         Association, as Agent, dated August 28, 2003.

  4.3    Accommodation Agreement among Amcast Industrial Corporation,
         General Motors Corporation, Amcast's bank lending group through
         KeyBank National Association, Principal Life Insurance Company and
         The Northwestern Mutual Life Insurance Company dated August 28,
         2003.


10  Material Contracts

  10.1  Access and Security Agreement between Amcast Industrial Corporation and
        General Motors Corporation dated August 28, 2003.

  10.2  Retention Agreement between Amcast Industrial Corporation and Byron O.
        Pond, Joseph R. Grewe, and Francis J. Drew dated August 29, 2003.


99  Additional Exhibits

  99.1  Press Release of Amcast Industrial Corporation, issued
        August 29, 2003.






                                       3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>3
<FILENAME>restructagrmnt.txt
<DESCRIPTION>EXHIBIT 4.1 - RESTRUCTURING AGREEMENT
<TEXT>

 =============================================================================








                              AMENDED AND RESTATED

                             RESTRUCTURING AGREEMENT

                          dated as of August 28, 2003,

                                      among

                         AMCAST INDUSTRIAL CORPORATION,
                                  as Borrower,

                            THE LENDERS NAMED HEREIN,
                          as the Restructuring Lenders,

                                       and

                          KEYBANK NATIONAL ASSOCIATION,
                             as the Collateral Agent








 ===========================================================================


<PAGE>


SECTION 1.            definitions..........................................2

         1.1      Definitions..............................................2

         1.2      Terms....................................................8

SECTION 2.            CREDIT PARTY acknowledgments.........................8

         2.1      Outstanding Indebtedness.................................8

         2.2      Subject Noncompliance Events.............................8

         2.3      Continuing Noncompliance Events..........................8

SECTION 3.            RESTRUCTURING PERIOD and extensions of credit........9

         3.1      Restructuring Period.....................................9

         3.2      Loans and Letters of Credit..............................9

         3.3      Interest Rates...........................................9

SECTION 4.            restructuring covenants.............................10

         4.1      Fees....................................................10

         4.2      Mandatory Prepayments...................................10

         4.3      Cash Availability; Special Reserve Funds................11

         4.4      Strategic Plan..........................................12

         4.5      Financial Reporting.....................................13

         4.6      Financial Covenants.....................................13

         4.7      Retention of Senior Management..........................15

         4.8      Assignment of Commitments...............................15

SECTION 5.            ACCESS AGREEMENT AND ACCOMMODATION AGREEMENT........15

         5.1      Accommodation Agreement.................................15

         5.2      Access Agreement........................................16

         5.3      Authorization of Agent..................................16

         5.4      Modification to Agreements..............................16

         5.5      Further Assurances......................................16

SECTION 6.            termination events..................................17

         6.1      Termination of Restructuring Period.....................17

         6.2      Effect at End of Restructuring Period...................17

         6.3      ACKNOWLEDGMENT..........................................18

         6.4      No Waiver...............................................18

         6.5      No Contest..............................................18

SECTION 7.            RESTRUCTURING LENDERS' ACKNOWLEDGMENTS..............18


<PAGE>

SECTION 8.            REPRESENTATIONS AND WARRANTIES......................18

         8.1      Due Authorization; No Conflict; No Lien; Enforceable ...18

         8.2      Representations and Warranties; Default.................19

SECTION 9.            CONDITIONS PRECEDENT................................19

SECTION 10.           MISCELLANEOUS.......................................20

         10.1     Captions................................................20

         10.2     Release.................................................20

         10.3     Restructuring Lender Documents Unaffected...............20

         10.4     Amendments or Modifications.............................20

         10.5     No Other Promises or Inducements........................21

         10.6     No Waiver of Rights.....................................21

         10.7     Successors and Assigns..................................21

         10.8     Continued Effectiveness.................................21

         10.9     Tolling.................................................21

         10.10    Revival of Obligations..................................22

         10.11    Fees and Expenses.......................................22

         10.12    Governing Law...........................................22

         10.13    Entire Agreement........................................22

         10.14    Counterparts............................................22

         10.15    Notices.................................................22

         10.16    Jurisdiction and Venue..................................23

         10.17    Severability of Provisions; Attachments.................23

         10.18    Legal Representation of Parties.........................23

         10.19    JURY TRIAL WAIVER.......................................23


<PAGE>


         This AMENDED AND RESTATED RESTRUCTURING AGREEMENT, dated as of August
28, 2003 (this "Agreement"), is entered into by and among:

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

         (ii)     the Guarantors, as hereinafter defined, that are parties
                  hereto (together with Borrower, collectively, the "Credit
                  Parties" and, individually, each a Credit Party);

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

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

         (v)      the Noteholders, as hereinafter defined (the Line of Credit
                  Lenders, the Existing Credit Agreement Agent, the Existing
                  Credit Agreement Banks, and the Noteholders are collectively
                  referred to herein as the "Restructuring Lenders"); and

         (vi)     the Collateral Agent, as hereinafter defined.

                             PRELIMINARY STATEMENTS:

         A. The Credit Parties and the Restructuring Lenders are parties to
certain Restructuring Lender Documents (as hereinafter defined) pursuant to
which the Restructuring Lenders have made certain loans and other extensions of
credit all on the terms and conditions set forth in the Restructuring Lender
Documents.

         B. The Credit Parties, the Restructuring Lenders and the Collateral
Agent are parties to a Restructuring Agreement, dated as of July 15, 2002 (as
amended, the "Original Restructuring Agreement").

         C. The Credit Parties have requested that the Restructuring Lenders and
the Collateral Agent amend and restate the Original Restructuring Agreement.

         D. In connection with the foregoing, this Agreement is being entered
into by the Credit Parties, the Restructuring Lenders and the Collateral Agent
and, upon the occurrence of the Effective Date (as hereinafter defined), will
amend, restate and replace the Original Restructuring Agreement.

                                   AGREEMENT:

         In consideration of the premises and the mutual covenants contained in
this Agreement, and other good and valuable consideration the receipt and
sufficiency of which are acknowledged, the parties hereto agree as follows:


<PAGE>

SECTION 1.        Definitions.
                  -----------

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

         "Access and Security Agreement" means the Access and Security
Agreement, dated as of August 28, 2003, between GM and Borrower, as the same
may, in accordance with the terms of Section 5.4 hereof, from time to time be
amended, restated or otherwise modified.

         "Accommodation Agreement" means the Accommodation Agreement, dated as
of August 28, 2003, among (i) GM, (ii) Borrower, (iii) KeyBank National
Association in its capacity as the Existing Credit Agreement Agent, on behalf of
and for the benefit of the Existing Credit Agreement Banks and the Line of
Credit Lenders, (iv) the Noteholders, and (v) KeyBank National Association in
its capacity as the LIFO Agent, on behalf of and for the benefit of the LIFO
Banks, as the same may, in accordance with the terms of Section 5.4 hereof, from
time to time be amended, restated or otherwise modified.

         "Additional Prepayment" has the meaning set forth in Section 4.2(a)
hereof.

         "Borrowing Base" means the Borrowing Base as defined in and determined
in accordance with the LIFO Credit Agreement as in effect on the date hereof;
provided, however, that, notwithstanding anything in the LIFO Credit Agreement
or any Restructuring Lender Document to the contrary, the Collateral Agent shall
at all times and from time to time, in its reasonable credit judgment, be
permitted to (a) establish such reserves as the Collateral Agent deems necessary
or appropriate, (b) modify the advance rates applicable to the Borrowing Base,
and/or (c) eliminate, modify or add eligibility criteria applicable to the
Borrowing Base.

         "Borrowing Base Certificate" means a Borrowing Base Certificate, as
defined in, and in the form attached as an exhibit to, the LIFO Credit
Agreement.

         "Budget" means, for any fiscal year of Borrower, a budget, including
monthly and quarterly balance sheets, income statements and cash flow statements
on a consolidated and by plant basis and otherwise in form and detail
satisfactory to the Required Lenders, that details Borrower's projected costs,
expenses, other expenditures, capital requirements and financial performance
forecast for such fiscal year.

         "Cash Collateral Account" means a deposit account in the name of and
under the exclusive control of KeyBank National Association, as Collateral Agent
and LIFO Credit Agreement Agent, for the benefit of the Creditors, and
designated as the "Amcast Industrial Corporation Cash Collateral Account" or
other similar designation.

         "Collateral Agent" means KeyBank National Association, in its capacity
as Collateral Agent under the Restructuring Lender Collateral Documents,
together with its successors and assigns in such capacity.

         "Companies" means, collectively, Borrower and each Subsidiary.

                                       2
<PAGE>

         "Creditor Documents" means, collectively, the LIFO Lender Documents and
the Restructuring Lender Documents.

         "Creditors" means, collectively, the LIFO Lenders and the Restructuring
Lenders.

         "CTC Forbearance Agreement" means the Forbearance and Waiver Agreement
among Borrower, the LIFO Credit Agreement Agent, on behalf of and for the
benefit of the LIFO Credit Agreement Banks, and Bank One, Indiana, National
Association on behalf of itself and as CTC Agent (as defined therein) for the
benefit of and on behalf of the CTC Banks (as defined therein), dated as of June
5, 2001, as the same may from time to time be amended, restated or otherwise
modified.

         "Domestic Adjusted EBITDA" means Domestic EBITDA other than Domestic
EBITDA attributable to CTC Company (as defined in the Existing Credit Agreement)
or Domestic EBITDA attributable to any discontinued operations.

         "Domestic EBITDA" means Consolidated EBITDA (as defined in the Existing
Credit Agreement as in effect on the date hereof) less the amounts used in
calculating Consolidated EBITDA that are attributed to Foreign Subsidiaries.

         "Domestic Fixed Charges" means, for any period, on a Consolidated basis
(but excluding Foreign Subsidiaries and CTC Company, as defined in the Existing
Credit Agreement) and in accordance with GAAP, the aggregate of (a) cash
interest expense (including, without limitation, the "imputed interest" portion
of capital leases, synthetics leases and asset securitizations, if any), (b)
principal payments on Funded Indebtedness (as defined in the Existing Credit
Agreement as in effect on the date hereof), and (c) Consolidated Capital
Expenditures (as defined in the Existing Credit Agreement as in effect on the
date hereof).

         "Effective Date" has the meaning set forth in Section 9 hereof.

         "Existing Bank Noncompliance Events" has the meaning set forth in
Section 2.2 hereof.

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

         "Existing Credit Agreement Agent" means KeyBank National Association,
as Agent for the Existing Credit Agreement Banks, together with its successors
and assigns in such capacity.

         "Existing Credit Agreement Banks" means the lenders party to the
Existing Credit Agreement, together with their respective successors and assigns
in such capacity.

         "Existing Credit Agreement Loan Documents" means the Loan Documents, as
defined in the Existing Credit Agreement.

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

                                       3
<PAGE>

         "Fixed Charge Coverage Ratio" means, for any time period, the ratio of
(a) Domestic Adjusted EBITDA for such period, to (b) Domestic Fixed Charges for
such period.

         "Foreign Subsidiary" means a Subsidiary (other than Amcast
International Limited) that is organized outside of the United States.

         "GM" means General Motors Corporation, together with its successors and
assigns.

         "Guarantor" means any Person that pledges its credit or property in any
manner for the payment or other performance of any of the LIFO Lender
Obligations or Restructuring Lender Obligations.

         "Incorporated Agreement" has the meaning given to such term in Section
1.2(b) hereof.

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

         "Investment Advisor" has the meaning given to such term in Section
4.4(c) hereof.

         "Lien" means 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.

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

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

         "LIFO Credit Agreement Banks" means the lenders parties to the LIFO
Credit Agreement, together with their respective successors and assigns.

         "LIFO Lender Collateral" means any property, whether tangible or
intangible, at any time securing the LIFO Lender Obligations, or any part
thereof.

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

                                       4
<PAGE>

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

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

         "LIFO Lenders" means, collectively, the LIFO Credit Agreement Agent and
the LIFO Credit Agreement Banks.

         "LIFO Restructuring Agreement" means the Amended and Restated LIFO
Restructuring Agreement, dated as of the date hereof, among Borrower and the
LIFO Lenders, as the same may from time to time be amended, restated or
otherwise modified.

         "LIFO Repayment Date" means the date upon which the LIFO Credit
Agreement has been terminated and all obligations thereunder have been repaid in
full in cash.

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

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

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

         "Missed Event" has the meaning given to such term in Section 4.4(b)
hereof.

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

         "Northwestern Note Agreement" means the Note Agreement, dated as of
November 1, 1995, pursuant to which Borrower has issued to Northwestern certain
$25,000,000 10.09% Senior Notes Due November 7, 2003, as amended and as the same
may from time to time be further amended, restated or otherwise modified.

         "Note Agreements" means, collectively, the Principal Note Agreement and
the Northwestern Note Agreement.

         "Noteholders" means, collectively, Principal and Northwestern.

                                       5
<PAGE>

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

         "Original Restructuring Agreement" has the meaning set forth in the
Preliminary Statements of this Agreement.

         "Person" means 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.

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

         "Principal Note Agreement" means the Note Agreement, dated as of
November 1, 1995, pursuant to which Borrower has issued to Principal certain
$25,000,000 10.09% Senior Notes Due November 7, 2003, as amended and as the same
may from time to time be further amended, restated or otherwise modified.

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

         "Required Lenders" means Required Lenders, as defined in the
Intercreditor Agreement.

         "Requisite Restructuring Lenders" means (a) the Required Existing
Banks, (b) the Noteholders, and (c) the Line of Credit Lenders.

         "Restructuring Fees" means the fees and expenses payable by Borrower on
the Effective Date to the Creditors and any of the fees payable by Borrower to
the Creditors after the Effective Date pursuant to Section 4.1 hereof.

         "Restructuring Lender Collateral" means any property, whether tangible
or intangible, at any time securing the Restructuring Lender Obligations, or any
part thereof.

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

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

                                       6
<PAGE>

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

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

         "Restructuring Period" has the meaning set forth in Section 3.1 hereof.

         "Retention Agreement" means the letter agreement dated as of August 28,
2003 among the Borrower, Byron O. Pond, Joseph R. Grewe and Francis J. Drew.

         "Special Reserve Funds" has the meaning specified in Section 4.3(c)
hereof.

         "Subject Line of Credit Noncompliance Events" has the meaning set forth
in Section 2.2 hereof.

         "Subject Noncompliance Events" means, collectively, the Existing Bank
Noncompliance Events, Subject Line of Credit Noncompliance Events and Subject
Noteholder Noncompliance Events.

         "Subject Noteholder Noncompliance Events" has the meaning set forth in
Section 2.2 hereof.

         "Subordination Agreement" means the Subordination, Waiver and Consent
Agreement, dated as of June 5, 2001, among Borrower, the LIFO Lenders, the
Restructuring Lenders, and the Collateral Agent, as the same may from time to
time be amended, restated or otherwise modified.

         "Subsidiary" of Borrower or any of its Subsidiaries means (a) a
corporation more than 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.

         "Termination Date" shall have the meaning set forth in Section 3.1
hereof.

         "Termination Event" has the meaning set forth in Section 6.1 hereof.

         "Voting Power" means, 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.

                                       7
<PAGE>


1.2      Terms.
         -----

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

         (b) The incorporation of any terms into this Agreement by reference to
another document (an "Incorporated Agreement") shall survive the expiration,
termination or failure of any such Incorporated Agreement to otherwise be in
full force and effect. In the event that any such Incorporated Agreement
expires, terminates or otherwise ceases to be in full force and effect, any
terms incorporated into this Agreement by reference to such Incorporated
Agreement shall continue to have the same meanings as if such Incorporated
Agreement had not expired, been terminated or otherwise failed to be in full
force and effect.

SECTION 2.        CREDIT PARTY acknowledgments.
                  ----------------------------

2.1 Outstanding Indebtedness. Each Credit Party acknowledges and confirms that
(a) Exhibit A hereto sets forth, as of the Effective Date, (i) each Creditor,
and (ii) the aggregate principal amount of all outstanding indebtedness and the
aggregate face amount of all issued and outstanding letters of credit of the
Credit Parties (or any thereof) owing to each Creditor under the Creditor
Documents, (b) none of such amounts set forth on Exhibit A hereto, together with
all interest thereon and fees related thereto, are subject to any defense,
counterclaim, recoupment or offset of any kind, and (c) each Credit Party's
obligations in respect of such indebtedness and letter of credit obligations are
absolute and unconditional.

2.2 Subject Noncompliance Events. Each Credit Party acknowledges that Borrower
has failed to comply with, or will fail to comply with, (a) the provisions of
the Existing Credit Agreement as set forth on Exhibit B hereto (the "Existing
Bank Noncompliance Events"), (b) the provisions of the Note Agreements as set
forth on Exhibit C hereto (the "Subject Noteholder Noncompliance Events"), and
(c) the provisions of the Line of Credit Documents as set forth on Exhibit D
hereto (the "Subject Line of Credit Noncompliance Events").

2.3 Continuing Noncompliance Events. Each Credit Party acknowledges that (a) the
Subject Noncompliance Events are and will be continuing and have not been waived
by virtue of any previous actions (or failure to act) by the Existing Credit
Agreement Agent, the Existing Credit Agreement Banks, the Noteholders or the
Line of Credit Lenders, as the case may be, or through any course of conduct or
course of dealing or otherwise, (b) as a result of the Subject Noncompliance
Events, the Restructuring Lenders, pursuant to their respective Restructuring
Lender Documents, have the right to, among other things, (i) terminate their
respective obligations (if any) to make any further loan or other extension of
credit, and (ii) enforce any of their rights and remedies in connection with the
repayment of the Restructuring Lender Obligations, and (c) no Restructuring
Lender has any obligation to enter into this Agreement.

                                       8
<PAGE>

SECTION 3.        RESTRUCTURING PERIOD and extensions of credit.
                  ---------------------------------------------

3.1 Restructuring Period. During the Restructuring Period, except as
specifically set forth in this Agreement, the Restructuring Lenders will not
exercise any of their respective rights or remedies under the Restructuring
Lender Documents or applicable law with respect to the Subject Noncompliance
Events. For purposes of this Agreement, "Restructuring Period" means the period
commencing on the Effective Date and ending on the earlier of (a) September 14,
2006 and (b) the date the Restructuring Period is terminated upon the occurrence
of any of the events described in Section 6.1 hereof (the "Termination Date").

3.2 Loans and Letters of Credit. Notwithstanding anything to the contrary herein
or in any Restructuring Lender Document, on and after the Effective Date,
Borrower shall not request any loan, letter of credit or other extension of
credit from any Restructuring Lender pursuant to any of the Restructuring Lender
Documents, and no Restructuring Lender shall make any such loan, issue any such
letter of credit or grant any other extension of credit to Borrower; provided,
however, that (a) Borrower may request an extension of an existing letter of
credit or the issuance of a new or replacement letter of credit so long as the
aggregate outstanding face amount of all letters of credit outstanding under the
Restructuring Lender Documents is not at any time in excess of the aggregate
outstanding face amount of all letters of credit that were available to Borrower
under the Restructuring Lender Documents prior to giving effect to this Original
Restructuring Agreement; and (b) Borrower may use its cash in accordance with
and subject to Section 4.3 hereof.

3.3      Interest Rates.

         (a) Notwithstanding the terms of the Existing Credit Agreement, on and
after the Effective Date, (i) Borrower shall pay interest on the unpaid
principal amount of all Loans (as defined in the Existing Credit Agreement) at a
rate per annum equal to the sum of the Adjusted Prime Rate (as defined in the
Existing Credit Agreement) from time to time in effect plus 2.0%; and (ii) after
the occurrence of a Termination Event, interest on all outstanding Loans shall
be payable at a rate per annum equal to 3.0% in excess of the interest rate
otherwise applicable to such Loan.

         (b) Notwithstanding the terms of the Note Agreements and the Notes (as
defined in the Note Agreements), on and after the Effective Date, (i) Borrower
shall pay interest on the unpaid principal amount of each Note at a per annum
rate of 10.09% and (ii) after the occurrence of a Termination Event, interest on
all outstanding Notes shall be payable at a rate per annum equal to 3.0% in
excess of the interest rate otherwise applicable to such Note.

         (c) Notwithstanding the terms of the Line of Credit documents, on and
after the Effective Date, (i) Borrower shall pay interest on the unpaid
principal amount of the Line of Credit Obligations at a rate per annum equal to
the Adjusted Prime Rate (as defined in the Existing Credit Agreement) plus 2.0%
and (ii) after the occurrence of a Termination Event, interest on all of the
outstanding Line of Credit Obligations at a rate per annum equal to 3.0% in
excess of the interest rate otherwise applicable thereto.

                                       9
<PAGE>

SECTION 4.        Restructuring Covenants.
                  -----------------------

         Borrower agrees that until all of the Restructuring Lender Obligations
have been paid and satisfied in full, Borrower shall perform and observe, and
shall cause each other Company to perform and observe, all of the following
provisions:

4.1 Fees. In addition to the fees set forth in any of the Creditor Documents,
Borrower shall pay to the Collateral Agent, to be distributed on a pro rata
basis to the Creditors, the following restructuring fees:
         (a) on September 1, 2003 Borrower shall pay an amount equal to (i) 75
basis points times (ii) the aggregate amount of the Restructuring Lender
Obligations and LIFO Lender Obligations outstanding on such date;

         (b) on December 31, 2004 Borrower shall pay an amount equal to (i) 50
basis points times (ii) the aggregate amount of the Restructuring Lender
Obligations and LIFO Lender Obligations outstanding on such date; and

         (c) on December 31, 2005 Borrower shall pay an amount equal to (i) 50
basis points times (ii) the aggregate amount of the Restructuring Lender
Obligations and LIFO Lender Obligations outstanding on such date.

         For the avoidance of doubt, the foregoing fees are the same as the fees
set forth in Section 4.1 of the LIFO Restructuring Agreement.

4.2      Mandatory Prepayments.

         (a) In addition to any mandatory prepayment provisions in any of the
Creditor Documents, Borrower shall pay to the applicable Creditors, as a
mandatory prepayment on their respective LIFO Lender Obligations and, if
applicable, the Restructuring Lender Obligations, the following amounts (each
such payment, an "Additional Prepayment") that shall be applied to such
obligations as set forth below:

         (i) on August 31, 2003, an amount equal to $2,340,477;

         (ii) on February 28, 2004, an amount equal to $1,000,000; and

         (iii) on May 31, 2004, an amount equal to $300,000;

Provided, however, that the amount of any Additional Prepayment may be adjusted,
and Additional Prepayments may added, after, and based upon a review of, the
Budget for any fiscal year, which adjustment or addition shall be effective upon
delivery by the Required Lenders of written notice of such adjustment to
Borrower and, in the case of any addition that is not permitted pursuant to the
Accommodation Agreement, the approval of GM.

         (b) Each Additional Prepayment shall be applied, first, to the LIFO
Lender Obligations, if any, and, second, to the Restructuring Lender
Obligations, in each case on a pro rata basis.

                                       10
<PAGE>

         For the avoidance of doubt, the prepayments set forth in subpart (a)
above is the same prepayment as set forth in Section 4.2(a) of the LIFO
Restructuring Agreement.

4.3      Cash Availability; Special Reserve Funds.

         (a) Prior to LIFO Repayment Date. At all times prior to the LIFO
Repayment Date, Borrower shall maintain in the Cash Collateral Account an amount
greater than or equal to the lesser of (i) $21,000,000 and (ii) the difference
between $21,000,000 and the Borrowing Base. Borrower may request withdrawals
from the Cash Collateral Account, provided Borrower shall at all times prior to
and immediately after such withdrawal be in compliance with this Agreement. In
connection with the foregoing, Borrower shall deliver to the LIFO Credit
Agreement Agent a Borrowing Base Certificate on the second Business Day of each
week.

         (b) After LIFO Repayment Date. At all times on and after the LIFO
Repayment Date, Borrower shall maintain in the Cash Collateral Account an amount
greater than or equal to the lesser of (i) $21,000,000 and (ii) the difference
between $21,000,000 and the Borrowing Base. Borrower may request withdrawals
from the Cash Collateral Account, provided Borrower shall at all times prior to
and immediately after such withdrawal be in compliance with this Agreement. In
connection with the foregoing, Borrower shall deliver to the Collateral Agent a
Borrowing Base Certificate on the second Business Day of each week.

         (c) Special Reserve Funds. In addition to the amounts Borrower is
required to maintain in the Cash Collateral Account pursuant to subparts (a) and
(b) above, Borrower shall, subject to the terms and conditions of this section,
at all times maintain at least $6,000,000 of immediately available funds in the
Cash Collateral Account, which funds shall be designated as the "Special Reserve
Funds" (such funds being referred to herein as the "Special Reserve Funds").
Borrower shall be permitted to request the use of the Special Reserve Funds at
any time prior to the Termination Date on the following conditions:

                  (i) no Termination Event shall exist prior to or immediately
         after the receipt of any such Special Reserve Funds;

                  (ii) the Special Reserve Funds may only be used for (A)
         repayment of the principal and interest relating to the Restructuring
         Lender Obligations and the LIFO Lender Obligations, (B) the
         Restructuring Fees, and (C) if Borrower does not have sufficient
         available cash, payment of a fee associated with a Missed Event
         pursuant to Section 4.4(b) hereof;

                  (iii) on the Termination Date, Borrower shall deposit, if
         necessary, immediately available funds into the Cash Collateral Account
         so that the Special Reserve Funds on deposit therein equal or exceed
         $6,000,000; and

                  (iv) on the Termination Date, the Special Reserve Funds shall
         be applied to repay, first, the LIFO Lender Obligations, if any, and,
         second, the Restructuring Lender Obligations, in each case on a pro
         rata basis.

                                       11
<PAGE>

4.4      Strategic Plan.

         (a) Borrower shall use its good faith best efforts to (i) refinance all
of the Restructuring Lender Obligations and LIFO Lender Obligations on or before
September 1, 2004 or (ii) sell substantially all of its assets on or before
September 1, 2004, in each case in accordance with the following timeline:

-------------------------------------------------------------------------------
                         Event                                   Date
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Retention of one or more Investment Advisor acceptable     August 31, 2003
to Borrower and the Requisite Restructuring Lenders
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Preparation of Books/Information Memorandum               November 30, 2003
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Signing of Confidentiality Agreements and mailing of      December 31, 2003
Books/Information Memorandum
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Visitation by potential purchasers/Lenders                February 29, 2004
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Delivery of Letter or Letters of Intent                     April 30, 2004
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Completion of Due Diligence                                  June 1, 2004
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Delivery of Definitive Purchase Agreement/Commitment         June 1, 2004
Letter
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Closing/Refinancing                                       September 1, 2004
-------------------------------------------------------------------------------

         (b) In the event that Borrower fails to meet any of the foregoing
deadlines (each such deadline, a "Missed Event"), the Borrower will pay to the
Collateral Agent, for the pro rata benefit of the Creditors, a missed event fee
in the amount of $200,000 for each such Missed Event; provided, however, that
Borrower shall not have to pay a Missed Event fee in connection with the final
event set forth above if such event does not occur solely as a result of the
failure of the Creditors to approve the transaction relating to such final
event. Such fees shall be immediately due and payable 15 days after each Missed
Event. The above events and dates may be adjusted as recommended by Borrower's
investment banker as confirmed by FTI/Policano & Manzo and approved by the
Requisite Restructuring Lenders. For the avoidance of doubt, the occurrence of a
Missed Event shall not constitute a Termination Event hereunder, but the failure
to pay any missed event fee associated therewith when the same is due and
payable shall constitute a Termination Event.

         (c) Retention of an Investment Advisor. In connection with the
strategic plan set forth in subpart (a) above, Borrower shall retain an
investment banker (the "Investment Advisor") acceptable to the Requisite
Restructuring Lenders on terms and conditions acceptable to the Requisite
Restructuring Lenders on or before the date set forth above. Each of the
Restructuring Lenders hereby authorizes the Collateral Agent to take such
actions as the Collateral Agent deems appropriate to ensure that Borrower is
able to pay the fees (including any success fees) and expenses of the Investment
Advisor, including, but not limited to, providing that such fees and expenses
may be paid out of the proceeds of any of the Restructuring Lender Collateral.

                                       12
<PAGE>

4.5      Financial Reporting.

         (a) On or before September 19, 2003, and on or before August 15 of each
year thereafter, Borrower shall deliver a Budget for the forthcoming fiscal year
to each of the Restructuring Lenders.

         (b) Within 30 days after the end of each month, Borrower shall deliver
to the Restructuring Lenders a monthly financial reporting package that includes
the items set forth on Exhibit F hereto, and is otherwise in form and detail
satisfactory to the Restructuring Lenders.

4.6 Financial Covenants. The Restructuring Lenders and Borrower agree that the
financial covenants set forth below shall replace the financial covenants set
forth in Section 5.7(b), (c) and (d) of the Existing Credit Agreement and
Section 5.7 of the Note Agreements during the Restructuring Period. Borrower
shall comply at all times with each of the following:

         (a) Fixed Charge Coverage Ratio. Borrower shall not suffer or permit at
any time the Fixed Charge Coverage Ratio to be less than the amount set forth
below for each of the time periods ending on or about the dates set forth below:

     ------------------------------------ ------------------
             Fiscal Quarter                    Minimum
     ------------------------------------ ------------------
     ------------------------------------ ------------------
     For the four fiscal quarters            .96 to 1.00
     ending August 31, 2003
     ------------------------------------ ------------------
     ------------------------------------ ------------------

     ------------------------------------ ------------------
     ------------------------------------ ------------------
     For the fiscal quarter ending           .96 to 1.00
     November 30, 2003
     ------------------------------------ ------------------
     ------------------------------------ ------------------
     For the two fiscal quarters ending      .93 to 1.00
     February 29, 2004
     ------------------------------------ ------------------
     ------------------------------------ ------------------
     For the three fiscal quarters           .98 to 1.00
     ending May 31, 2004
     ------------------------------------ ------------------
     ------------------------------------ ------------------
     For the four fiscal quarters            .95 to 1.00
     ending August 31, 2004
     ------------------------------------ ------------------
     ------------------------------------ ------------------

     ------------------------------------ ------------------
     ------------------------------------ ------------------
     For the fiscal quarter ending           .93 to 1.00
     November 30, 2004
     ------------------------------------ ------------------
     ------------------------------------ ------------------
     For the two fiscal quarters ending      .93 to 1.00
     February 28, 2005
     ------------------------------------ ------------------
     ------------------------------------ ------------------
     For the three fiscal quarters           .94 to 1.00
     ending May 31, 2005
     ------------------------------------ ------------------
     ------------------------------------ ------------------
     For the four fiscal quarters            .99 to 1.00
     ending August 31, 2005
     ------------------------------------ ------------------
     ------------------------------------ ------------------

                                       13
<PAGE>

     ------------------------------------ ------------------
            Fiscal Quarter                    Minimum
     ------------------------------------ ------------------
     For the fiscal quarter ending          1.68 to 1.00
     November 30, 2005
     ------------------------------------ ------------------
     ------------------------------------ ------------------
     For the two fiscal quarters ending     1.68 to 1.00
     February 29, 2006
     ------------------------------------ ------------------
     ------------------------------------ ------------------
     for the three fiscal quarters          1.64 to 1.00
     ending May 31, 2006
     ------------------------------------ ------------------
     ------------------------------------ ------------------
     For the four fiscal quarters           1.60 to 1.00
     ending August 31, 2006 and each
     thereafter
     ------------------------------------ ------------------

         (b) [Intentionally left blank.]

         (c) Domestic Adjusted EBITDA. Borrower shall not suffer or permit at
any time Domestic Adjusted EBITDA for the most recently completed four fiscal
quarters of Borrower to be less than the amount set forth below for each of the
four fiscal quarter periods ending on or about the dates set forth below:

     ------------------------------------ ------------------
             Fiscal Quarter                   Minimum
     ------------------------------------ ------------------
     ------------------------------------ ------------------
     August 31, 2003                         $29,366,000
     ------------------------------------ ------------------
     ------------------------------------ ------------------

     ------------------------------------ ------------------
     ------------------------------------ ------------------
     November 30, 2003                       $30,316,000
     ------------------------------------ ------------------
     ------------------------------------ ------------------
     February 29, 2004                       $31,396,000
     ------------------------------------ ------------------
     ------------------------------------ ------------------
     May 31, 2004                            $31,714,000
     ------------------------------------ ------------------
     ------------------------------------ ------------------
     August 31, 2004                         $32,025,000
     ------------------------------------ ------------------
     ------------------------------------ ------------------

     ------------------------------------ ------------------
     ------------------------------------ ------------------
     November 30, 2004                       $34,016,000
     ------------------------------------ ------------------
     ------------------------------------ ------------------
     February 28, 2005                       $34,822,000
     ------------------------------------ ------------------
     ------------------------------------ ------------------
     May 31, 2005                            $34,972,000
     ------------------------------------ ------------------
     ------------------------------------ ------------------
     August 31, 2005                         $34,893,000
     ------------------------------------ ------------------
     ------------------------------------ ------------------

     ------------------------------------ ------------------
     ------------------------------------ ------------------
     November 30, 2005                       $36,842,000
     ------------------------------------ ------------------
     ------------------------------------ ------------------
     February 29, 2006                       $39,468,000
     ------------------------------------ ------------------
     ------------------------------------ ------------------
     May 31, 2006                            $42,210,000
     ------------------------------------ ------------------
     ------------------------------------ ------------------
     August 31, 2006 and each fiscal         $44,673,000
     quarter thereafter
     ------------------------------------ ------------------

         (d) Consolidated Capital Expenditures. Borrower shall not suffer or
permit at any time Consolidated Capital Expenditures (as defined in the Existing
Credit Agreement as in effect on the date hereof), for the most recently
completed fiscal year of Borrower, to be greater than the amount set forth below
for each fiscal year set forth below:

                                       14
<PAGE>

    ------------------------------------ ------------------
               Fiscal Year                     Maximum
    ------------------------------------ ------------------
    ------------------------------------ ------------------
    2003                                    $13,600,000
    ------------------------------------ ------------------
    ------------------------------------ ------------------
    2004                                    $19,047,000
    ------------------------------------ ------------------
    ------------------------------------ ------------------
    2005                                    $24,040,000
    ------------------------------------ ------------------
    ------------------------------------ ------------------
    2006                                    $15,140,000
    ------------------------------------ ------------------

provided, however, that any of the financial covenants set forth above (i) will
be adjusted to reflect the impact on such covenants for any fiscal quarter (and
any testing period including such fiscal quarter) following the sale by the
Companies of any business unit sold prior to such fiscal quarter of the
Companies, and (ii) may be adjusted to an amount reasonably acceptable to the
Required Lenders after, and based upon a review of, the Budget for each year,
which adjustment shall be effective upon delivery by the Requisite Restructuring
Lenders of written notice of such adjustment to Borrower.

4.7 Retention of Senior Management. Borrower shall at all times cause the
Retention Agreements to be in full force and effect with respect to Byron O.
Pond, Joseph R. Grewe and Francis J. Drew (or any replacement to any of the
foregoing individuals so long as such replacements are reasonably acceptable to
the Requisite Restructuring Lenders and are subject to a retention agreement
acceptable to the Requisite Restructuring Lenders). Each of the Restructuring
Lenders acknowledges that it has reviewed the Retention Agreement and agrees to
the terms and conditions thereof. Each Restructuring Lender authorizes the
Collateral Agent to acknowledge and agree to the terms of the Retention
Agreement on its behalf and in so doing each Restructuring Lender agrees that
the signature of the Collateral Agent on its behalf shall be as if such
Restructuring Lender were an original signatory thereto.

4.8 Assignment of Commitments. Notwithstanding anything in the Existing Credit
Agreement to the contrary, the Existing Banks shall be permitted to assign all
or any portion of their respective Commitments (as defined in the Existing
Credit Agreement), and all Existing Credit Agreement Obligations then owing to
them, without the consent of Borrower.

SECTION 5.        ACCESS AGREEMENT AND ACCOMMODATION AGREEMENT.
                  --------------------------------------------

5.1 Accommodation Agreement. As a condition precedent to the effectiveness of
this Agreement, the Accommodation Agreement shall have been executed by all of
the parties thereto and become fully effective. Each of the Restructuring
Lenders (i) acknowledges the terms of, consents to and agrees to be bound in all
respects by the Accommodation Agreement, and (ii) agrees that in the event there
is any conflict between the terms and conditions of any of the Restructuring
Lender Documents and the Accommodation Agreement, the terms and conditions of
the Accommodation Agreement shall prevail. Each Restructuring Lender agrees that
the Accommodation Agreement shall be binding on it and its successors and
assigns. In the event that any Restructuring Lender desires to assign all or any
portion of its Restructuring Lender Obligations to any Person, as a condition
precedent to the effectiveness of such assignment, such Restructuring Lender
shall cause such Person to agree in writing to be bound by and to become a party
to the Accommodation Agreement.

                                       15
<PAGE>

5.2 Access Agreement. Each of the Restructuring Lenders acknowledges the terms
of and consents to the execution and delivery by Borrower of the Access
Agreement. Notwithstanding any provision in any of the Restructuring Lender
Documents to the contrary, the Access Agreement, and the Liens granted
thereunder, shall be permitted under the Restructuring Lender Documents.

5.3 Authorization of Agent. Each of the Restructuring Lenders (other than the
Noteholders) authorizes the Existing Credit Agreement Agent to enter into the
Accommodation Agreement on its behalf and in so doing each Restructuring Lender
(other than the Noteholders) agrees that the signature of the Existing Credit
Agreement Agent on its behalf shall be as if such Restructuring Lender were an
original signatory thereto.

5.4 Modification to Agreements. Notwithstanding anything in any Restructuring
Lender Document to the contrary, Borrower and the Restructuring Lenders agree
that, (i) the Accommodation Agreement shall not be amended, restated or
otherwise modified in any respect (and no waiver or consent shall be granted
with respect to any of the provisions thereto), unless, in each case, such
amendment, restatement, other modification, consent or waiver is in writing and
signed by all of the Restructuring Lenders, and (ii) the Access Agreement shall
not be amended, restated or otherwise modified in any respect (and no waiver or
consent shall be granted with respect to any of the provisions thereto), unless,
in each case, such amendment, restatement, other modification, consent or waiver
is in writing and consented to by the Collateral Agent acting at the written
direction of the Requisite Restructuring Lenders.

5.5      Further Assurances.

         (a) Each of the Restructuring Lenders agrees that it will at all times
take such actions and enter into such agreements as are reasonably necessary to
give effect to and implement the terms of the Accommodation Agreement,
including, but not limited to, executing and delivering an amendment or an
amendment and restatement of its respective Restructuring Lender Documents as
and when required. In the event that any Restructuring Lender fails or refuses
to execute any such amendment or amendment and restatement, the Collateral Agent
shall be permitted and is hereby expressly authorized to execute the same on
behalf of such Restructuring Lender so long as the terms and conditions of such
amendment or amendment and restatement are consistent in all material respects
with the terms and conditions set forth in the Restructuring Lender Documents
and the Accommodation Agreement.

         (b) Each of the Restructuring Lenders hereby authorizes the Collateral
Agent to take such actions as are reasonably necessary in its opinion to give
effect to and carry out the terms of the Access Agreement, including, but not
limited to, executing and delivering such UCC amendments or releases as may be
required and entering into a subordination or other intercreditor agreement with
GM.

                                       16
<PAGE>

SECTION 6.        Termination Events.
                  ------------------

     6.1  Termination  of  Restructuring  Period.  Upon  the  occurrence  of any
Termination  Event and at all times  thereafter the  Restructuring  Period shall
automatically  terminate  without  demand or notice of any kind. For purposes of
this Agreement, "Termination Event" means:

                  (a) the occurrence of any default or event of default under
         any of the Creditor Documents (other than the Subject Noncompliance
         Events);

                  (b) the occurrence of a default under, or the breach by any
         Credit Party of any of the provisions of, this Agreement;

                  (c) if GM resources any business currently produced by or
         committed to the Companies in violation of the Accommodation Agreement;

                  (d) the occurrence of a material default under, or the breach
         by any Person a party to the Access Agreement or the Accommodation
         Agreement of any of the provisions of, the Access Agreement or the
         Accommodation Agreement;

                  (e) the occurrence of a default, event of default, or
         Termination Event (as defined in the LIFO Restructuring Agreement)
         under the LIFO Restructuring Agreement;

                  (f) if a final judgment or order for the payment of money
         damages shall be rendered against any Company by a court of competent
         jurisdiction, provided that the aggregate of all such judgments for all
         such Companies shall exceed $1,000,000 in excess of applicable
         insurance coverage;

                  (g) the failure of the Budget delivered pursuant to Section
         4.5(a) hereof to be reasonably acceptable to the Required Lenders; or

                  (h) any representation or warranty made by any Company under
         this Agreement or any agreement, instrument or other document executed
         or delivered by any Company in connection with this Agreement is untrue
         or incorrect in any material respect when made or any schedule,
         certificate, statement, report, financial data, notice or writing
         furnished at any time by any Company to any Restructuring Lender is
         untrue or incorrect in any material respect on the date as of which the
         facts set forth therein are stated or certified.

6.2 Effect at End of Restructuring Period. On the Termination Date, the Subject
Noncompliance Events will be deemed to have continued to exist and, without
regard to any matters transpiring during the Restructuring Period or the
financial condition or prospects of the Companies as of such date, the
Restructuring Lenders (or any thereof) shall be fully entitled to exercise any
rights and remedies they may have under their respective Restructuring Lender
Documents or applicable law.

6.3 ACKNOWLEDGMENT. EACH CREDIT PARTY EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE
RESTRUCTURING PROVISIONS SET FORTH IN THIS AGREEMENT ARE EFFECTIVE ONLY DURING
THE RESTRUCTURING PERIOD AND THAT, AFTER THE TERMINATION DATE, EACH OF THE
RESTRUCTURING LENDER DOCUMENTS WILL BE IN MATERIAL DEFAULT AND THE RESTRUCTURING
LENDERS WILL BE FULLY ENTITLED IMMEDIATELY TO EXERCISE THEIR RIGHTS AND REMEDIES
UNDER THEIR RESPECTIVE RESTRUCTURING LENDER DOCUMENTS OR APPLICABLE LAW WITHOUT
REGARD TO ANY MATTERS TRANSPIRING DURING THE RESTRUCTURING PERIOD OR THE
FINANCIAL CONDITION OR PROSPECTS OF THE COMPANIES. EACH CREDIT PARTY UNDERSTANDS
THAT THE RESTRUCTURING LENDERS ARE EXPRESSLY RELYING ON THE TERMS OF THIS
SECTION AND WOULD NOT HAVE ENTERED INTO THIS AGREEMENT BUT FOR THE
ACKNOWLEDGMENT AND AGREEMENT IN THIS SECTION.

                                       17
<PAGE>

6.4 No Waiver. Nothing in this Agreement shall in any way be deemed to be (a) a
waiver of any default or event of default including the Subject Noncompliance
Events or (b) an agreement to forbear from exercising any remedies with respect
to any default or event of default except as specifically set forth in this
Agreement.

6.5 No Contest. Each Credit Party agrees that it shall not dispute the validity
or enforceability of any of the Restructuring Lender Documents, or any of its
obligations thereunder, or the validity, priority, enforceability or extent of
any Restructuring Lender Lien, in any judicial, administrative or other
proceeding, either during or following the expiration or termination of the
Restructuring Period.

SECTION 7.        RESTRUCTURING LENDERS' ACKNOWLEDGMENTS.
                  --------------------------------------

         Each of the Restructuring Lenders consents to and acknowledges the
terms of the LIFO Restructuring Agreement. Each of the Restructuring Lenders
agrees that, notwithstanding the restructuring of any of the LIFO Lender
Obligations and the Restructuring Lender Obligations pursuant to Section 6 of
the Accommodation Agreement, the LIFO Lender Obligations shall at all times
remain senior in right of payment and priority in accordance with the terms of
the Subordination Agreement. In the event that the LIFO Lender Obligations and
the Restructuring Lender Obligations are restructured pursuant to such Section 6
of the Accommodation Agreement, such obligations will be restructured in such a
manner as to preserve the priorities set forth in the Subordination Agreement.

SECTION 8.        REPRESENTATIONS AND WARRANTIES.
                  ------------------------------

         To induce the Restructuring Lenders to enter into this Agreement, the
Credit Parties represent and warrant to the Restructuring Lenders that:

8.1 Due Authorization; No Conflict; No Lien; Enforceable Obligation. The
execution, delivery and performance by the Credit Parties of this Agreement are
within their respective corporate powers, have been duly authorized by all
necessary corporate action, have received all necessary governmental, regulatory
or other approvals (if any is required), do not and will not contravene or
conflict with any provision of (a) any law, (b) any judgment, decree or order or
(c) their respective articles or certificate of incorporation or bylaws and do
not and will not contravene or conflict with, or cause any lien to arise under,
any provision of any agreement or instrument binding upon the Credit Parties (or
any thereof) or upon any of their respective properties. This Agreement and each
of the Creditor Documents to which any Credit Party is a party are its legal,
valid and binding obligations, enforceable against it in accordance with its
terms.


                                       18
<PAGE>

8.2 Representations and Warranties; Default. As of the Effective Date, except
for those representations or warranties specifically made as of another date,
the representations and warranties of any of the Credit Parties contained in the
Creditor Documents are true and correct. As of the Effective Date, except for
the Subject Noncompliance Events, no Termination Event exists and no default or
event of default has occurred and is continuing.

SECTION 9.        CONDITIONS PRECEDENT.
                  --------------------

         Notwithstanding any other provision contained in this Agreement, the
effectiveness of this Agreement and the obligation of the Restructuring Lenders
to institute the provisions of this Agreement and the commencement of the
Restructuring Period shall be effective on the date (the "Effective Date") on
which the following conditions precedent have been satisfied:

                  (a) this Agreement shall have been executed by Borrower, the
         Collateral Agent and each of the Restructuring Lenders;

                  (b) Borrower shall have delivered to the Restructuring Lenders
         a fully executed amendment or other agreement relating to the CTC
         Forbearance Agreement which shall include an extension of the
         agreements therein and shall otherwise be in form and substance
         satisfactory to the Requisite Restructuring Lenders;

                  (c) the LIFO Restructuring Agreement shall have been executed
         by the parties thereto and all conditions precedent to the
         effectiveness thereof shall have been satisfied;

                  (d) the Access Agreement shall have been executed by the
         parties thereto and Borrower shall have delivered a copy of the same to
         the Restructuring Lenders;

                  (e) the Accommodation Agreement shall have been executed by
         the parties thereto;

                  (f) Borrower shall have delivered to the Restructuring Lenders
         a fully executed copy of the Retention Agreement;

                  (g) Borrower shall have delivered to the Restructuring Lenders
         a legal opinion together with such other corporate governance or
         authorization documents as the Existing Credit Agreement Agent shall
         require, each of which shall be in form and substance acceptable to the
         Restructuring Lenders;

                  (h) Borrower shall have paid to the Existing Credit Agreement
         Agent the fees agreed to by Borrower in the Agent Fee Letter dated as
         of the date hereof;


                                       19
<PAGE>

                  (i) Borrower shall have paid all out-of-pocket costs and
         expenses of each Restructuring Lender, including the fees and
         out-of-pocket charges of counsel for each such Restructuring Lender;
         and
                  (j) the Credit Parties shall have delivered such other
         documents and shall have satisfied such other conditions as the
         Restructuring Lenders may reasonably request.

SECTION 10.       MISCELLANEOUS.
                  -------------

10.1 Captions. The Preliminary Statements to this Agreement (except for any
definitions set forth therein) and the section captions used in this Agreement
are for convenience only and do not affect the construction of this Agreement.

10.2 Release. AS A CONDITION PRECEDENT TO THE EFFECTIVENESS OF THIS AGREEMENT,
AND IN CONSIDERATION OF THE MUTUAL COVENANTS CONTAINED HEREIN AND FOR OTHER GOOD
AND VALUABLE CONSIDERATION, EACH CREDIT PARTY HEREBY HOLDS HARMLESS, RELEASES,
ACQUITS AND FOREVER DISCHARGES THE EXISTING CREDIT AGREEMENT AGENT, THE
COLLATERAL AGENT AND EACH RESTRUCTURING LENDER THAT IS A PARTY HERETO, THE
RESPECTIVE PARTICIPANTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS,
EMPLOYEES, SERVANTS, ATTORNEYS AND REPRESENTATIVES, AS WELL AS THE RESPECTIVE
HEIRS, PERSONAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS OF ANY AND ALL OF THEM
(COLLECTIVELY, THE "RELEASED PARTIES") FROM ANY AND ALL CLAIMS, DEMANDS, DEBTS,
ACTIONS, CAUSES OF ACTION, SUITS, CONTRACTS, AGREEMENTS, OBLIGATIONS, ACCOUNTS,
DEFENSES, OFFSETS AND LIABILITIES OF ANY KIND OR CHARACTER WHATSOEVER, KNOWN OR
UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTRACT OR IN TORT, AT LAW OR IN EQUITY,
THAT ANY SUCH CREDIT PARTY EVER HAD, NOW HAVE, OR MIGHT HEREAFTER HAVE AGAINST
ANY RELEASED PARTY, JOINTLY OR SEVERALLY, FOR OR BY REASON OF ANY MATTER, CAUSE
OR THING WHATSOEVER OCCURRING BEFORE THE DATE OF THIS AGREEMENT, INCLUDING
WITHOUT LIMITATION, ANY OF THE FOREGOING THAT RELATE TO, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, THIS AGREEMENT OR ANY RESTRUCTURING LENDER DOCUMENT. IN
ADDITION, EACH CREDIT PARTY AGREES NOT TO COMMENCE, JOIN IN OR PROSECUTE ANY
SUIT OR OTHER PROCEEDING THAT IS ADVERSE TO ANY OF THE RELEASED PARTIES ARISING
DIRECTLY OR INDIRECTLY FROM ANY OF THE FOREGOING MATTERS. THE CREDIT PARTIES
AGREE TO INDEMNIFY AND HOLD HARMLESS THE RELEASED PARTIES FROM ANY LOSS OR
DAMAGES, CLAMS, COSTS AND ATTORNEY FEES OR EXPENSES ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT OR ANY RESTRUCTURING LENDER DOCUMENT.

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

                                       20
<PAGE>

10.4 Amendments or Modifications. No amendment, modification, termination, or
waiver of any provision of this Agreement, nor consent to any variance hereto,
shall be effective unless the same shall be in writing and signed by the
Requisite Restructuring Lenders and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given; provided, however, that (a) the Accommodation Agreement may only be
amended or modified in accordance with Section 5.4 hereof, and (b) if any
amendment, modification, waiver or consent relating to this Agreement would
require the consent of all of the Existing Credit Agreement Banks under the
Existing Credit Agreement, then, in each such case, such amendment,
modification, waiver or consent relating to this Agreement shall be in writing
and signed by the Requisite Restructuring Lenders and all of the Existing Credit
Agreement Banks.

10.5 No Other Promises or Inducements. There are no promises or inducements that
have been made to any party hereto to cause such party to enter into this
Agreement other than those that are set forth in this Agreement. This Agreement
has been entered into by each Credit Party freely, voluntarily, with full
knowledge, and without duress, and, in executing this Agreement, no Credit Party
is relying on any other representations, either written or oral, express or
implied, made to such Credit Party by any Restructuring Lender. Each Credit
Party agrees that the consideration received by such Credit Party under this
Agreement has been actual and adequate.

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

10.7 Successors and Assigns. This Agreement is binding upon the Credit Parties,
the Restructuring Lenders signatory hereto and their respective successors and
assigns, and inures to the sole benefit of the Credit Parties, the Restructuring
Lenders signatory hereto and their successors and assigns. No Credit Party has
any right to assign its rights or delegate their duties under this Agreement.

10.8 Continued Effectiveness. Notwithstanding anything contained in this
Agreement, the terms of this Agreement are not intended to and do not serve to
effect a novation as to any Restructuring Lender Document. The parties to this
Agreement expressly do not intend to extinguish any Restructuring Lender
Document. Instead, the parties to this Agreement expressly intend to reaffirm
the indebtedness created under the Restructuring Lender Documents. The
Restructuring Lender Documents remain in full force and effect and the terms and
provisions of the Restructuring Lender Documents are ratified and confirmed.
Notwithstanding the foregoing, it is expressly understood and agreed that this
Agreement is an amendment and restatement of the Original Restructuring
Agreement. Upon the effectiveness of this Agreement, the Original Restructuring
Agreement shall be deemed replaced and no longer in effect.


                                       21
<PAGE>

10.9 Tolling. Any and all statutes of limitations, repose or similar legal
constraints on the time by which a claim must be filed, a person given notice
thereof, or asserted, that expire, run or lapse during the Restructuring Period
on any claims that any Restructuring Lender signatory hereto may have against
any Credit Party or any other persons relating to any of the Credit Parties
(collectively, the "Restructuring Period Statutes of Limitation") will be tolled
during the Restructuring Period. Each Credit Party waives any defense they may
have against any of the Restructuring Lenders signatory hereto under the
Restructuring Period Statutes of Limitation, applicable law or otherwise solely
as to the expiration, running or lapsing of the Restructuring Period Statutes of
Limitation during the Restructuring Period.

10.10 Revival of Obligations. If all or any part of any payment under or on
account of the Restructuring Lender Documents, this Agreement or any agreement,
instrument or other document executed or delivered by any Credit Party in
connection with this Agreement is invalidated, set aside, declared or found to
be void or voidable or required to be repaid to the issuer or to any trustee,
custodian, receiver, conservator, master, liquidator or any other person
pursuant to any bankruptcy law or pursuant to any common law or equitable cause
then, to the extent of such invalidation, set aside, voidness, voidability or
required repayment, such payment would be deemed to not have been paid, and the
obligations of such Credit Party in respect thereof shall be immediately and
automatically revived without the necessity of any action by the Restructuring
Lenders signatory hereto.

10.11 Fees and Expenses. Borrower shall pay all fees and expenses of each
Restructuring Lender (including, but not limited to, reasonable attorneys fees)
that Borrower is required to pay pursuant to the terms of the Restructuring
Lender Documents within ten Business Days after receiving an invoice therefor.

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

10.13 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.

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

10.15    Notices.

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

                                       22
<PAGE>

         (b) In addition to any notice requirements that exist under the
Existing Credit Agreement, LIFO Credit Agreement or Note Agreements, the Credit
Parties shall send a copy of all notices and reports (including, but limited to
financial statements or a strategic plan) that it sends to the Existing Credit
Agreement Agent, LIFO Credit Agreement Agent or Collateral Agent to those
individuals listed on Exhibit E hereto, which notices and reports shall be
transmitted simultaneously with the others.

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

10.17 Severability of Provisions; Attachments. Wherever possible each provision
of this Agreement shall be interpreted in such manner as to be effective and
valid under applicable law. Any provision of this Agreement that is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof or affecting the validity or
enforceability of such provision in any other jurisdiction. Each schedule or
exhibit attached to this Agreement shall be incorporated herein an shall be
deemed to be a part hereof.

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

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

                  [Remainder of page intentionally left blank.]


                                       23

<PAGE>


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


                     BORROWER:

                     AMCAST INDUSTRIAL CORPORATION

                     By:_________________________________
                     Name:______________________________
                     Title:_______________________________

                     GUARANTORS:

                     ELKHART PRODUCTS CORPORATION

                     By:_________________________________
                     Name:______________________________
                     Title:_______________________________

                     AMCAST AUTOMOTIVE OF INDIANA,
                     INC.

                     By:_________________________________
                     Name:______________________________
                     Title:_______________________________

                     AS INTERNATIONAL, INC.

                     By:_________________________________
                     Name:______________________________
                     Title:_______________________________

                     IZUMI, INC.

                     By:_________________________________
                     Name:______________________________
                     Title:_______________________________

                     AMCAST CASTING TECHNOLOGIES,
                     INC.

                     By:_________________________________
                     Name:______________________________
                     Title:_______________________________

                                       24
<PAGE>


                     AMCAST INDUSTRIAL FINANCIAL
                     SERVICES, INC.

                     By:_________________________________
                     Name:______________________________
                     Title:_______________________________

                     AMCAST INVESTMENT SERVICES
                     CORPORATION

                     By:_________________________________
                     Name:______________________________
                     Title:_______________________________

                     CASTING TECHNOLOGY COMPANY

                     By: Amcast Casting Technologies, Inc., General Partner

                              By: __________________________
                              Name:________________________
                              Title:_________________________


                                       25
<PAGE>


                      RESTRUCTURING LENDERS:

                        KEYBANK NATIONAL ASSOCIATION,
                          as Existing Credit Agreement Agent, an
                          Existing Credit Agreement Bank, a Line of
                          Credit Lender and as the Collateral Agent

                        By:
                        Name:
                        Title:

                        THE BANK OF NEW YORK

                        By:
                        Name:
                        Title:

                        BANK ONE INDIANA, N.A.

                        By:
                        Name:
                        Title:

                        CREDIT AGRICOLE INDOSUEZ

                        By:
                        Name:
                        Title:

                        and
                        Name:
                        Title:

                        HIGHLAND LEGACY LIMITED

                        By:                 Highland Capital Management, L.P.,
                                   as Collateral Manager

                                   By:
                                   Name:
                                   Title:

                                       26

<PAGE>



                        U.S. BANK
                        NATIONAL
                        ASSOCIATION
                        (successor to
                        Firstar Bank,
                        N.A.),
                          as an Existing Credit Agreement Bank and
                          a Line of Credit Lender

                        By:
                        Name:
                        Title:


                        COMERICA BANK

                        By:
                        Name:
                        Title:


                        PAMCO CAYMAN LTD.

                        By:                 Highland Capital Management, L.P.,
                                   as Collateral Manager

                                   By:
                                   Name:
                                   Title:

                        ABELCO FINANCE, LLP

                        By:
                        Name:
                        Title:


                                       27

<PAGE>



                        SAN PAOLO IMI S.p.A.

                        By:
                        Name:
                        Title:

                        and
                        Name:
                        Title:



                         PRINCIPAL LIFE INSURANCE
                           COMPANY

                        By:
                        Name:
                        Title:

                        and
                        Name:
                        Title:

                        THE NORTHWESTERN MUTUAL LIFE
                           INSURANCE COMPANY

                        By:
                        Name:
                        Title:




                                       28


<PAGE>


                                    Exhibit A

                 Outstanding Indebtedness as of August 28, 2003

                                 [See attached]

                                       29
<PAGE>


                                    Exhibit B

                       Existing Bank Noncompliance Events

1.       The events of noncompliance set forth in subpart (a) of Section 2.2 of
         the Subordination Agreement.

2.       The failure to comply with Section 7.1 of the Existing Credit Agreement
         (as such section relates to the payment of principal) on September 14,
         2002.

3.       The noncompliance with Section 7.5 of the Existing Credit Agreement as
         a result of the Subject Line of Credit Noncompliance Events, the
         Subject Noteholder Noncompliance Events, noncompliance with the CTC
         Guaranty, and the Subject Noncompliance Events (as defined in the LIFO
         Restructuring Agreement).

                                       30
<PAGE>


                                    Exhibit C

                    Subject Noteholder Noncompliancce Events

1.       Failure to make the sinking fund payments due November 2002.

2.       Failure to repay the Noteholder Obligations when due on November __,
         2003.

3.       The noncompliance with Section 6.1(g) of the Note Agreements Agreement
         as a result of the Existing Bank Noncompliance Events, the Subject Line
         of Credit Noncompliance Events, noncompliance with the CTC Guaranty,
         and the Subject Noncompliance Events (as defined in the LIFO
         Restructuring Agreement).


                                       31
<PAGE>


                                    Exhibit D

                   Subject Line of Credit Noncompliance Events


1.       KeyBank National Association - The events of noncompliance set forth in
         subpart (c) of Section 2.2 of the Subordination Agreement.

2.       U.S. Bank National Association - Failure to pay debt at September 2002
         maturity date and the Event of Default that exists as a result of
         Existing Bank Noncompliance Events.

                                       32

<PAGE>


                                    Exhibit E

                          Additional Notice Information

Chris Henderson                              David S. Albright
Principal Life Insurance                     Principal Life Insurance
801 Grand Avenue                             801 Grand Avenue
Des Moines, Iowa  50392-0800                 Des Moines, Iowa  50392-0800
P:  515-247-4984                             P:  515-248-3443
F:  515-248-0483                             F:  515-248-2490
E:  henderson.chris@principal.com            E:  albright.dave@principal.com

Karen Stevens                                John F. Lawlor
Northwestern Mutual                          Mayer, Brown, Rowe & Maw
720 East Wisconsin Avenue                    190 South LaSalle Street
Milwaukee, WI 50392-0800                     Chicago, Illinois  60603
P:  414-665-7133                             P:  312-701-7220
F:  414-665-7016                             F:  312-706-8163
E:  karenstevens@northwesternmutual.com      E:  JLAWLOR@MAYERBROWNROWE.COM
                                                 --------------------------

Lawrence K. Snider                           Mark Kishler
Mayer, Brown, Rowe & Maw                     Northwestern Mutual
190 South LaSalle Street                     720 East Wisconsin Avenue
Chicago, Illinois  60603                     Milwaukee, WI 50392-0800
P:  312-701-7858                             P:
F:  312-706-8239                             F:
E:  lsnider@mayerbrownrowe.com            E: markkishler@northwesternmutual.com



                                       33
<PAGE>


                                    Exhibit F

                    Description of Monthly Reporting Package

1.       Consolidated operating statements (Month & YTD) vs. Plan vs. prior year
         by facility

2.       13 week running cash flow forecast

3.       Income statements by facility-trend report

4.       Balance sheets by facility-trend report

5.       Accounts Receivables - borrowing base - consolidated and by facility

6.       Cash call weekly trend reports by facility. Tracks inventory , past
         dues, labor cost, capital expenditures and headcount

7.       Cash call end of month report - tracks by facility: receivables,
         payables, capital expenditures and performance cash flow.

8.       Capital Expenditures - formal Amcast report

9.       Cost Reductions - formal Amcast report

10.      Manning status - formal Amcast report

11.      Past due receivable trend report - consolidated, by facility

12.      Profit drivers - formal Amcast report

13.      Report of major new projects, concerns, etc - "State of Amcast"

14.      Last twelve months Consolidated EBITDA and revenues on a consolidated
         basis

                                       34

<PAGE>



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>4
<FILENAME>liforestrucagrmnt.txt
<DESCRIPTION>EXHIBIT 4.2 - LIFO RESTRUCTURING AGREEMENT
<TEXT>

 ==============================================================================







                              AMENDED AND RESTATED

                          LIFO RESTRUCTURING AGREEMENT

                          dated as of August 28, 2003,

                                      among

                         AMCAST INDUSTRIAL CORPORATION,
                                  as Borrower,

                            THE LENDERS NAMED HEREIN,
                               as the LIFO Banks,

                                       and

                          KEYBANK NATIONAL ASSOCIATION,
                                as the LIFO Agent








 =============================================================================


<PAGE>



SECTION 1.            Definitions............................................1

         1.1      Definitions................................................1

         1.2      Terms......................................................7

SECTION 2.            CREDIT PARTY acknowledgments...........................7

         2.1      Outstanding Indebtedness...................................7

         2.2      Subject Noncompliance Events...............................8

         2.3      Continuing Noncompliance Events............................8

SECTION 3.            RESTRUCTURING PERIOD AND EXTENSIONS OF CREDIT..........8

         3.1      Restructuring Period.......................................8

         3.2      Loans......................................................8

         3.3      Interest Rate Under the LIFO Credit Agreement..............8

SECTION 4.            restructuring covenants................................8

         4.1      Fees.......................................................8

         4.2      Mandatory Prepayments......................................9

         4.3      Cash Availability; Special Reserve Funds...................9

         4.4      Strategic Plan............................................10

         4.5      Financial Reporting.......................................11

         4.6      Financial Covenants.......................................11

         4.7      Retention of Senior Management............................13

SECTION 5.            ACCESS AGREEMENT AND ACCOMMODATION AGREEMENT..........14

         5.1      Accommodation Agreement...................................14

         5.2      Access Agreement..........................................14

         5.3      Authorization of Agent....................................14

         5.4      Modification to Agreements................................14

         5.5      Further Assurances........................................14

SECTION 6.            Termination events....................................15

         6.1      Termination of Restructuring Period.......................15

         6.2      Effect at End of Restructuring Period.....................16

         6.3      ACKNOWLEDGMENT............................................16

         6.4      No Waiver.................................................16

         6.5      No Contest................................................16


                                      -i-
<PAGE>

SECTION 7.            LIFO LENDERS' ACKNOWLEDGMENT..........................16

SECTION 8.            REPRESENTATIONS AND WARRANTIES........................16

         8.1      Due Authorization; No Conflict; No Lien; Enforceable
                  Obligation................................................17

         8.2      Representations and Warranties; Default...................17

SECTION 9.            CONDITIONS PRECEDENT..................................17

SECTION 10.           MISCELLANEOUS.........................................18

         10.1     Captions..................................................18

         10.2     Release...................................................18

         10.3     LIFO Lender Documents Unaffected..........................18

         10.4     Amendments or Modifications...............................19

         10.5     No Other Promises or Inducements..........................19

         10.6     No Waiver of Rights.......................................19

         10.7     Successors and Assigns....................................19

         10.8     Continued Effectiveness...................................19

         10.9     Tolling...................................................19

         10.10    Revival of Obligations....................................20

         10.11    Fees and Expenses.........................................20

         10.12    Governing Law.............................................20

         10.13    Entire Agreement..........................................20

         10.14    Counterparts..............................................20

         10.15    Notice....................................................20

         10.16    Jurisdiction and Venue....................................20

         10.17    Severability of Provisions; Captions; Attachments.........20

         10.18    Legal Representation of Parties...........................21

         10.19    JURY TRIAL WAIVER.........................................21


                                      -ii-
<PAGE>


         This AMENDED AND RESTATED LIFO RESTRUCTURING AGREEMENT, dated as of
August 28, 2003 (this "Agreement"), is entered into by and among:

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

         (ii)     the Guarantors, as hereinafter defined, that are parties
                  hereto (together with Borrower, collectively, the "Credit
                  Parties" and, individually each a Credit Party);

         (iii)    the lending institutions parties hereto (the "LIFO Banks");
                  and

         (iv)     KEYBANK NATIONAL ASSOCIATION, as agent for the LIFO Banks
                  ("LIFO Agent" and together with the LIFO Banks, collectively,
                  the "LIFO Lenders").

                             PRELIMINARY STATEMENTS:

         A. The Credit Parties, LIFO Agent and the LIFO Banks are parties to the
Last-In-First-Out Credit Agreement, dated as of June 5, 2001 (as amended and as
the same may from time to time be further amended, restated or otherwise
modified, the "LIFO Credit Agreement") pursuant to which the LIFO Banks have
made certain loans and other extensions of credit all on the terms and
conditions set forth in the LIFO Lender Documents.

         B. In connection with the LIFO Credit Agreement, the Credit Parties,
the LIFO Agent and the LIFO Banks entered into a LIFO Restructuring Agreement
dated as of July 15, 2002 (as amended, the "Original LIFO Restructuring
Agreement").

         C. The Credit Parties have requested that the LIFO Banks and the LIFO
Agent amend and restate the Original LIFO Restructuring Agreement.

         D. In connection with the foregoing, this Agreement is being entered
into by the Credit Parties, the LIFO Banks and the LIFO Agent and, upon the
occurrence of the Effective Date (as hereinafter defined), will amend, restate
and replace the Original LIFO Restructuring Agreement.



                                   AGREEMENT:

         In consideration of the premises and the mutual covenants contained in
this Agreement, and other good and valuable consideration the receipt and
sufficiency of which are acknowledged, the parties hereto agree as follows:

SECTION 1.        definitions.
                  -----------

1.1 Definitions. Except as otherwise defined herein, capitalized terms used
herein shall have the meanings ascribed to such terms in the LIFO Credit
Agreement. As used in this Agreement, the following terms have the following
meanings:

                  "Access and Security Agreement" means the Access and Security
         Agreement, dated as of August 28, 2003, between GM and Borrower, as the
         same may, in accordance with the terms of Section 5.4 hereof, from time
         to time be amended, restated or otherwise modified.


<PAGE>

                  "Accommodation Agreement" means the Accommodation Agreement,
         dated as of August 28, 2003, among (i) GM, (ii) Borrower, (iii) KeyBank
         National Association in its capacity as the Existing Credit Agreement
         Agent, on behalf of and for the benefit of the Existing Credit
         Agreement Banks and the Line of Credit Lenders, (iv) the Noteholders,
         and (v) KeyBank National Association in its capacity as the LIFO Agent,
         on behalf of and for the benefit of the LIFO Banks, as the same may, in
         accordance with the terms of Section 5.4 hereof, from time to time be
         amended, restated or otherwise modified.

                  "Additional Prepayment" has the meaning set forth in Section
4.2(a) hereof.

                  "Budget" means, for any fiscal year of Borrower, a budget,
         including monthly and quarterly balance sheets, income statements and
         cash flow statements on a Consolidated basis and by plant basis and
         otherwise in form and detail satisfactory to the Required Banks, that
         details Borrower's projected costs, expenses, other expenditures,
         capital requirements and financial performance forecast for such fiscal
         year.

                  "Cash Collateral Account" means a deposit account in the name
         of and under the exclusive control of KeyBank National Association, as
         Collateral Agent and LIFO Credit Agreement Agent, for the benefit of
         the Creditors, and designated as the "Amcast Industrial Corporation
         Cash Collateral Account" or other similar designation.

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

                  "Companies" means, collectively, Borrower and each Subsidiary.

                  "Creditor Documents" means, collectively, the LIFO Lender
         Documents and the Subordinated Lender Documents.

                  "Creditors" means, collectively, the Subordinated Lenders and
the LIFO Lenders.

                  "CTC Forbearance Agreement" means the Forbearance and Waiver
         Agreement among Borrower, the LIFO Agent, on behalf of and for the
         benefit of the LIFO Banks, and Bank One, Indiana, National Association
         on behalf of itself and as CTC Agent (as defined therein) for the
         benefit of and on behalf of the CTC Banks (as defined therein), dated
         as of June 5, 2001, as the same may from time to time be amended,
         restated or otherwise modified.

                  "Domestic Adjusted EBITDA" means Domestic EBITDA other than
         Domestic EBITDA attributable to CTC Company or Domestic EBITDA
         attributable to any discontinued operations.

                  "Domestic EBITDA" means Consolidated EBITDA less the amounts
         used in calculating Consolidated EBITDA that are attributed to Foreign
         Subsidiaries.

                                       2
<PAGE>

                  "Domestic Fixed Charges" means, for any period, on a
         Consolidated basis (but excluding Foreign Subsidiaries and CTC Company,
         as defined in the Existing Credit Agreement) and in accordance with
         GAAP, the aggregate of (a) cash interest expense (including, without
         limitation, the "imputed interest" portion of capital leases,
         synthetics leases and asset securitizations, if any), (b) principal
         payments on Funded Indebtedness (as defined in the Existing Credit
         Agreement as in effect on the date hereof), and (c) Consolidated
         Capital Expenditures.

                  "Effective Date" has the meaning set forth in Section 9
hereof.

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

                  "Existing Credit Agreement Agent" means KeyBank National
         Association, as Agent for the Existing Credit Agreement Banks, together
         with its successors and assigns in such capacity.

                  "Existing Credit Agreement Banks" means the lenders party to
         the Existing Credit Agreement, together with their respective
         successors and assigns in such capacity.

                  "Existing Credit Agreement Loan Documents" means the Loan
         Documents, as defined in the Existing Credit Agreement.

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

                  "Fixed Charge Coverage Ratio" means, for any time period, the
         ratio of (a) Domestic Adjusted EBITDA for such period, to (b) Domestic
         Fixed Charges for such period.

                  "Foreign Subsidiary" means a Subsidiary (other than Amcast
         International Limited) that is organized outside of the United States.

                  "GM" means General Motors Corporation, together with its
successors and assigns.

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

                  "Incorporated Agreement" has the meaning given to such term in
Section 1.2(b) hereof.

                                       3
<PAGE>

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

                  "Investment Advisor" has the meaning given to such term in
Section 4.4(c) hereof.

                  "Lien" means 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.

                  "LIFO Credit Agreement" has the meaning set forth in the
         Preliminary Statements of this Agreement.

                  "LIFO Lender Collateral" means any property, whether tangible
         or intangible, at any time securing the LIFO Lender Obligations, or any
         part thereof.

                  "LIFO Lender Collateral Documents" means the Security
         Documents, together with all other documents, instruments or agreements
         executed in connection with any security interest or Lien granted, or
         otherwise obtained, on or in connection with the LIFO Lender
         Collateral, or any part thereof.

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

                  "LIFO Lender Liens" means the Liens granted to the LIFO Agent,
         for the benefit of the LIFO Banks, in the LIFO Lender Collateral
         pursuant to the LIFO Lender Collateral Documents.

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

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

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

                                       4
<PAGE>

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

                  "Missed Event" has the meaning given to such term in Section
4.4(b) hereof.

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

                  "Northwestern Note Agreement" means the Note Agreement, dated
         as of November 1, 1995, pursuant to which Borrower has issued to
         Northwestern certain $25,000,000 10.09% Senior Notes Due November 7,
         2003, as amended and as the same may from time to time be further
         amended, restated or otherwise modified.

                  "Note Agreements" means, collectively, the Principal Note
         Agreement and the Northwestern Note Agreement.

                  "Noteholders" means, collectively, Principal and Northwestern.

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

                  "Original LIFO Restructuring Agreement" has the meaning set
         forth in the Preliminary Statements of this Agreement.

                  "Person" means 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.

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

                  "Principal Note Agreement" means the Note Agreement, dated as
         of November 1, 1995, pursuant to which Borrower has issued to Principal
         certain $25,000,000 10.09% Senior Notes Due November 7, 2003, as
         amended and as the same may from time to time be further amended,
         restated or otherwise modified.

                  "Required Banks" means the Required Banks, as defined in the
LIFO Credit Agreement.

                  "Restructuring Fees" means the fees and expenses payable by
         Borrower on the Effective Date to the Creditors and any of the fees
         payable by Borrower to the Creditors after the Effective Date pursuant
         to Section 4.1 hereof.

                  "Restructuring Leverage Ratio" means, at any time, the ratio
         of (a) Committed Debt, to (b) Consolidated EBITDA for the most recently
         completed four fiscal quarters.

                  "Restructuring Period" has the meaning set forth in Section
3.1 hereof.

                                       5
<PAGE>

                  "Retention Agreement" means the letter agreement dated as of
         August 28, 2003 among the Borrower, Byron O. Pond, Joseph R. Grewe and
         Francis J. Drew.

                  "Special Reserve Funds" has the meaning specified in Section
4.3(b) hereof.

                  "Subject Noncompliance Events" has the meaning set forth in
Section 2.2 hereof.

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

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

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

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

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

                  "Subordinated Lender Restructuring Agreement" means the
         Amended and Restated Restructuring Agreement, dated as of the date
         hereof, among the Subordinated Lenders and Borrower, as the same may
         from time to time be amended, restated or otherwise modified.

                  "Subordinated Lenders" means, collectively, the Existing
         Credit Agreement Agent, the Existing Credit Agreement Banks, the Line
         of Credit Lenders, and the Noteholders.

                  "Subordination Agreement" means the Subordination, Waiver and
         Consent Agreement, dated as of June 5, 2001, among Borrower, the LIFO
         Lenders, the Subordinated Lenders, and the Collateral Agent, as the
         same may from time to time be amended, restated or otherwise modified.

                                       6
<PAGE>

                  "Subsidiary" of Borrower or any of its Subsidiaries means (a)
         a corporation more than 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.

                  "Termination Date" shall have the meaning set forth in Section
3.1 hereof.

                  "Termination Event" has the meaning set forth in Section 3.11
hereof.

                  "Voting Power" means, 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.

1.2      Terms.
         -----

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

         (b) The incorporation of any terms into this Agreement by reference to
another document (an "Incorporated Agreement") shall survive the expiration,
termination or failure of any such Incorporated Agreement to otherwise be in
full force and effect. In the event that any such Incorporated Agreement
expires, terminates or otherwise ceases to be in full force and effect, any
terms incorporated into this Agreement by reference to such Incorporated
Agreement shall continue to have the same meanings as if such Incorporated
Agreement had not expired, been terminated or otherwise failed to be in full
force and effect.

SECTION 2.        CREDIT PARTY acknowledgments.
                  ----------------------------

2.1 Outstanding Indebtedness. Each Credit Party acknowledges and confirms that
(a) the aggregate principal amount of all outstanding indebtedness of the Credit
Parties (or any thereof) owing to the LIFO Lenders on the Effective Date is
$__________, and that such amount, together with all interest thereon and fees
related thereto, is not subject to any defense, counterclaim, recoupment or
offset of any kind and (b) each Credit Party's obligations in respect of such
indebtedness are absolute and unconditional.

                                       7
<PAGE>

2.2 Subject Noncompliance Events. Each Credit Party acknowledges that Borrower
has failed to comply with, or will fail to comply with, the provisions of the
LIFO Credit Agreement set forth on Exhibit A hereto (the "Subject Noncompliance
Events").

2.3 Continuing Noncompliance Events. Each Credit Party acknowledges that (a) the
Subject Noncompliance Events are and will be continuing and have not been waived
by virtue of any previous actions (or failure to act) by LIFO Agent or the LIFO
Banks, or through any course of conduct or course of dealing or otherwise, (b)
as a result of the Subject Noncompliance Events, the LIFO Lenders, pursuant to
their respective LIFO Lender Documents, have the right to, among other things,
(i) terminate their respective obligations (if any) to make any further loan or
other extension of credit, and (ii) accelerate the maturity of the LIFO Lender
Obligations, as the case may be, and (c) no LIFO Lender has any obligation to
enter into this Agreement.

SECTION 3.        RESTRUCTURING PERIOD AND EXTENSIONS OF CREDIT.
                  ---------------------------------------------

3.1 Restructuring Period. During the Restructuring Period, except as
specifically set forth in this Agreement, no LIFO Lender will exercise any of
their respective rights or remedies under the LIFO Lender Documents or
applicable law with respect to the Subject Noncompliance Events. For purposes of
this Agreement, "Restructuring Period" means the period commencing on the
Effective Date and ending on the earlier of (a) September 14, 2006 and (b) the
date the Restructuring Period is terminated upon the occurrence of any of the
events described in Section 6.1 hereof (the "Termination Date").

3.2 Loans. Notwithstanding anything to the contrary herein or in any LIFO Lender
Document, during the Restructuring Period, Borrower shall not request any loan
or other extension of credit from any LIFO Lender pursuant to any of the LIFO
Lender Documents, and no LIFO Lender shall make any such loan or grant any other
extension of credit to Borrower.

3.3 Interest Rate Under the LIFO Credit Agreement. Notwithstanding the terms of
the LIFO Credit Agreement, on and after the date hereof, (a) Borrower shall pay
interest on the unpaid principal amount of each Loan at a rate per annum equal
to the sum of the Base Rate from time to time in effect plus 2%; and (b) after
the occurrence of a Termination Event, interest on all outstanding Loans shall
be payable at a rate per annum equal to 3.0% in excess of the interest rate
otherwise applicable to such Loan.

SECTION 4.        restructuring covenants.
                  -----------------------

         Borrower agrees that until all of the LIFO Lender Obligations have been
paid and satisfied in full, Borrower shall perform and observe, and shall cause
each other Company to perform and observe, all of the following provisions:

4.1 Fees. In addition to the fees set forth in any of the LIFO Lender Documents,
Borrower shall pay to the Collateral Agent, to be distributed on a pro rata
basis to the Creditors, the following restructuring fees:

                  (a) on September 1, 2003 Borrower shall pay an amount equal to
         (i) 75 basis points times (ii) the aggregate amount of the Subordinated
         Lender Obligations and LIFO Lender Obligations outstanding on such
         date;

                                       8
<PAGE>

                  (b) on December 31, 2004 Borrower shall pay an amount equal to
         (i) 50 basis points times (ii) the aggregate amount of the Subordinated
         Lender Obligations and LIFO Lender Obligations outstanding on such
         date; and

                  (c) on December 31, 2005 Borrower shall pay an amount equal to
         (i) 50 basis points times (ii) the aggregate amount of the Subordinated
         Lender Obligations and LIFO Lender Obligations outstanding on such
         date.

         For the avoidance of doubt, the foregoing fees are the same fees as the
fees set forth in Section 4.1 of the Subordinated Lender Restructuring
Agreement.

4.2      Mandatory Prepayments.

         (a) In addition to any mandatory prepayment provisions in any of the
Creditor Documents, Borrower shall pay to the applicable Creditors, as a
mandatory prepayment on their respective LIFO Lender Obligations and, if
applicable, the Subordinated Lender Obligations, the following amounts (each
such payment, an "Additional Prepayment") that shall be applied to such
obligations as set forth below:

                  (i) on August 31, 2003, an amount equal to $2,340,477;

                  (ii) on February 28, 2004, an amount equal to $1,000,000; and

                  (iii) on May 31, 2004, an amount equal to $300,000;

Provided, however, that the amount of any Additional Prepayment may be adjusted,
and Additional Prepayments may added, after, and based upon a review of, the
Budget for any fiscal year, which adjustment or addition shall be effective upon
delivery by the Required Banks of written notice of such adjustment to Borrower
and, in the case of any addition that is not permitted pursuant to the
Accommodation Agreement, the approval of GM.

         (b) Each Additional Prepayment shall be applied, first, to the LIFO
Lender Obligations, if any, and, second, to the Subordinated Lender Obligations,
in each case on a pro rata basis.

         (c) Borrower shall prepay the LIFO Lender Obligations in an amount
equal to $1,000,000 on the date that the indebtedness referenced in the CTC
Forbearance Agreement is repaid or refinanced.

         For the avoidance of doubt, the prepayment set forth in subpart (a)
above is the same prepayment as set forth in Section 4.2(a) of the Subordinated
Lender Restructuring Agreement.

4.3      Cash Availability; Special Reserve Funds.

         (a) Prior to LIFO Repayment Date. Borrower shall maintain at all times
in the Cash Collateral Account an amount greater than or equal to the lesser of
(i) $21,000,000 and (ii) the difference between $21,000,000 and the Borrowing
Base. Borrower may request withdrawals from the Cash Collateral Account,
provided Borrower shall at all times prior to and immediately after such
withdrawal be in compliance with this Agreement. In connection with the
foregoing, Borrower shall deliver to the LIFO Agent a Borrowing Base Certificate
on the second Business Day of each week.

                                       9
<PAGE>

         (b) Special Reserve Funds. In addition to the amounts Borrower is
required to maintain in the Cash Collateral Account pursuant to subpart (a)
above, Borrower shall, subject to the terms and conditions of this section, at
all times maintain at least $6,000,000 of immediately available funds in the
Cash Collateral Account, which funds shall be designated as the "Special Reserve
Funds" (such funds being referred to herein as the "Special Reserve Funds").
Borrower shall be permitted to request the use of the Special Reserve Funds at
any time prior to the Termination Date on the following conditions:

                  (i) no Termination Event shall exist prior to or immediately
         after the receipt of any such Special Reserve Funds;

                  (ii) the Special Reserve Funds may only be used for (A)
         repayment of the principal and interest relating to the Subordinated
         Lender Obligations and the LIFO Lender Obligations, (B) the
         Restructuring Fees, and (C) if Borrower does not have sufficient
         available cash, payment of a fee associated with a Missed Event
         pursuant to Section 4.4(b) hereof;

                  (iii) on the Termination Date, Borrower shall deposit, if
         necessary, immediately available funds into the Cash Collateral Account
         so that the Special Reserve Funds on deposit therein equal or exceed
         $6,000,000; and

                  (iv) on the Termination Date, the Special Reserve Funds shall
         be applied to repay the LIFO Lender Obligations.

4.4      Strategic Plan.

         (a) Borrower shall use its good faith best efforts to (i) refinance all
of the Subordinated Lender Obligations and LIFO Lender Obligations on or before
September 1, 2004 or (ii) sell substantially all of its assets on or before
September 1, 2004, in each case in accordance with the following timeline:

------------------------------------------------------------------------------
                         Event                                 Date
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Retention of one or more Investment Advisor acceptable   August 31, 2003
to Borrower and the Required Banks
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Preparation of Books/Information Memorandum             November 30, 2003
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Signing of Confidentiality Agreements and mailing of    December 31, 2003
Books/Information Memorandum
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Visitation by potential purchasers/Lenders              February 29, 2004
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Delivery of Letter or Letters of Intent                   April 30, 2004
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Completion of Due Diligence                                June 1, 2004
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Delivery of Definitive Purchase Agreement/Commitment       June 1, 2004
Letter
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Closing/Refinancing                                     September 1, 2004
------------------------------------------------------------------------------

                                       10
<PAGE>

         (b) In the event that Borrower fails to meet any of the foregoing
deadlines (each such deadline, a "Missed Event"), the Borrower will pay to the
Collateral Agent, for the pro rata benefit of the Creditors, a missed event fee
in the amount of $200,000 for each such Missed Event; provided, however, that
Borrower shall not have to pay a Missed Event fee in connection with the final
event set forth above if such event does not occur solely as a result of the
failure of the Creditors to approve the transaction relating to such final
event. Such fees shall be immediately due and payable 15 days after each Missed
Event. The above events and dates may be adjusted as recommended by Borrower's
investment banker as confirmed by FTI/Policano & Manzo and approved by the
Required Banks. For the avoidance of doubt, the occurrence of a Missed Event
shall not constitute a Termination Event hereunder, but the failure to pay any
missed event fee associated therewith when the same is due and payable shall
constitute a Termination Event.

         (c) Retention of an Investment Advisor. In connection with the
strategic plan set forth in subpart (a) above, Borrower shall retain an
investment banker (the "Investment Advisor") acceptable to the LIFO Agent and
the Required Banks on terms and conditions acceptable to the LIFO Agent and the
Required Banks on or before the date set forth above. Each of the LIFO Lenders
hereby authorizes the LIFO Agent to take such actions as the LIFO Agent deems
appropriate to ensure that Borrower is able to pay the fees (including any
success fees) and expenses of the Investment Advisor, including, but not limited
to, providing that such fees and expenses may be paid out of the proceeds of any
of the LIFO Lender Collateral.

4.5      Financial Reporting.

         (a) On or before September 19, 2003, and on or before August 15 of each
year thereafter, Borrower shall deliver a Budget for the forthcoming fiscal year
to each of the LIFO Lenders.

         (b) Within 30 days after the end of each month, Borrower shall deliver
to the LIFO Lenders a monthly financial reporting package that includes the
items set forth on Exhibit B hereto, and is otherwise in form and detail
satisfactory to the LIFO Lenders

4.6 Financial Covenants. The LIFO Lenders and Borrower agree that the financial
covenants set forth below shall replace the financial covenants set forth in
Section 4.7(b), (c) and (d) of the LIFO Credit Agreement and during the
Restructuring Period. Borrower shall comply at all times with each of the
following:

                  (a) Fixed Charge Coverage Ratio. Borrower shall not suffer or
         permit at any time the Fixed Charge Coverage Ratio to be less than the
         amount set forth below for each of the fiscal quarters of Borrower
         ending on or about the dates set forth below:

                                       11
<PAGE>

------------------------------------ ------------------
            Fiscal Quarter                 Minimum
------------------------------------ ------------------
------------------------------------ ------------------
For the four fiscal quarters            .96 to 1.00
ending August 31, 2003
------------------------------------ ------------------
------------------------------------ ------------------

------------------------------------ ------------------
------------------------------------ ------------------
For the fiscal quarter ending           .96 to 1.00
November 30, 2003
------------------------------------ ------------------
------------------------------------ ------------------
For the two fiscal quarters ending      .93 to 1.00
February 29, 2004
------------------------------------ ------------------
------------------------------------ ------------------
For the three fiscal quarters           .98 to 1.00
ending May 31, 2004
------------------------------------ ------------------
------------------------------------ ------------------
For the four fiscal quarters            .95 to 1.00
ending August 31, 2004
------------------------------------ ------------------
------------------------------------ ------------------

------------------------------------ ------------------
------------------------------------ ------------------
For the fiscal quarter ending           .93 to 1.00
November 30, 2004
------------------------------------ ------------------
------------------------------------ ------------------
For the two fiscal quarters ending      .93 to 1.00
February 28, 2005
------------------------------------ ------------------
------------------------------------ ------------------
For the three fiscal quarters           .94 to 1.00
ending May 31, 2005
------------------------------------ ------------------
------------------------------------ ------------------
For the four fiscal quarters            .99 to 1.00
ending August 31, 2005
------------------------------------ ------------------
------------------------------------ ------------------

------------------------------------ ------------------
------------------------------------ ------------------
For the fiscal quarter ending          1.68 to 1.00
November 30, 2005
------------------------------------ ------------------
------------------------------------ ------------------
For the two fiscal quarters ending     1.68 to 1.00
February 29, 2006
------------------------------------ ------------------
------------------------------------ ------------------
for the three fiscal quarters          1.64 to 1.00
ending May 31, 2006
------------------------------------ ------------------
------------------------------------ ------------------
For the four fiscal quarters           1.60 to 1.00
ending August 31, 2006 and each
thereafter
------------------------------------ ------------------

                  (b) [Intentionally left blank.]

                  (c) Domestic Adjusted EBITDA. Borrower shall not suffer or
         permit at any time Domestic Adjusted EBITDA for the most recently
         completed four fiscal quarters of Borrower to be less than the amount
         set forth below for each of the four fiscal quarter periods ending on
         or about the dates set forth below:

                                       12
<PAGE>


------------------------------------ ------------------
       Fiscal Quarter                     Minimum
------------------------------------ ------------------
------------------------------------ ------------------
August 31, 2003                         $29,366,000
------------------------------------ ------------------
------------------------------------ ------------------

------------------------------------ ------------------
------------------------------------ ------------------
November 30, 2003                       $30,316,000
------------------------------------ ------------------
------------------------------------ ------------------
February 29, 2004                       $31,396,000
------------------------------------ ------------------
------------------------------------ ------------------
May 31, 2004                            $31,714,000
------------------------------------ ------------------
------------------------------------ ------------------
August 31, 2004                         $32,025,000
------------------------------------ ------------------
------------------------------------ ------------------

------------------------------------ ------------------
------------------------------------ ------------------
November 30, 2004                       $34,016,000
------------------------------------ ------------------
------------------------------------ ------------------
February 28, 2005                       $34,822,000
------------------------------------ ------------------
------------------------------------ ------------------
May 31, 2005                            $34,972,000
------------------------------------ ------------------
------------------------------------ ------------------
August 31, 2005                         $34,893,000
------------------------------------ ------------------
------------------------------------ ------------------

------------------------------------ ------------------
------------------------------------ ------------------
November 30, 2005                       $36,842,000
------------------------------------ ------------------
------------------------------------ ------------------
February 29, 2006                       $39,468,000
------------------------------------ ------------------
------------------------------------ ------------------
May 31, 2006                            $42,210,000
------------------------------------ ------------------
------------------------------------ ------------------
August 31, 2006 and each fiscal         $44,673,000
quarter thereafter
------------------------------------ ------------------

                  (d) Consolidated Capital Expenditures. Borrower shall not
         suffer or permit at any time Consolidated Capital Expenditures, for the
         most recently completed fiscal year of Borrower, to be greater than the
         amount set forth below for each fiscal year set forth below:

------------------------------------ ------------------
           Fiscal Year                     Maximum
------------------------------------ ------------------
------------------------------------ ------------------
2003                                    $13,600,000
------------------------------------ ------------------
------------------------------------ ------------------
2004                                    $19,047,000
------------------------------------ ------------------
------------------------------------ ------------------
2005                                    $24,040,000
------------------------------------ ------------------
------------------------------------ ------------------
2006                                    $15,140,000
------------------------------------ ------------------

provided, however, that any of the financial covenants set forth above (i) will
be adjusted to reflect the impact on such covenants for any fiscal quarter (and
any testing period including such fiscal quarter) following the sale by the
Companies of any business unit sold prior to such fiscal quarter of the
Companies, and (ii) may be adjusted to an amount reasonably acceptable to the
Required Banks after, and based upon a review of, the Budget for each year,
which adjustment shall be effective upon delivery by the Required Banks of
written notice of such adjustment to Borrower.

4.7 Retention of Senior Management. Borrower shall at all times cause the
Retention Agreements to be in full force and effect with respect to Byron O.
Pond, Joseph R. Grewe and Francis J. Drew (or any replacement to any of the
foregoing individuals so long as such replacements are reasonably acceptable to
the Requisite Restructuring Lenders and are subject to a retention agreement
acceptable to the Requisite Restructuring Lenders). Each of the LIFO Banks
acknowledges that it has reviewed the Retention Agreement and agrees to the
terms and conditions thereof. Each LIFO Bank authorizes the Collateral Agent to
acknowledge and agree to the terms of the Retention Agreement on its behalf and
in so doing each LIFO Bank agrees that the signature of the Collateral Agent on
its behalf shall be as if such LIFO Bank were an original signatory thereto.

                                       13
<PAGE>

SECTION 5.        ACCESS AGREEMENT AND ACCOMMODATION AGREEMENT.
                  --------------------------------------------

5.1 Accommodation Agreement. As a condition precedent to the effectiveness of
this Agreement, the Accommodation Agreement shall have been executed by all of
the parties thereto and become fully effective. Each of the LIFO Lenders (i)
acknowledges the terms of, consents to and agrees to be bound in all respects by
the Accommodation Agreement, and (ii) agrees that in the event there is any
conflict between the terms and conditions of any of the LIFO Lender Documents
and the Accommodation Agreement, the terms and conditions of the Accommodation
Agreement shall prevail. Each LIFO Lender agrees that the Accommodation
Agreement shall be binding on it and its successors and assigns. In the event
that any LIFO Lender desires to assign all or any portion of its LIFO Lender
Obligations to any Person, as a condition precedent to the effectiveness of such
assignment, such LIFO Lender shall cause such Person to agree in writing to be
bound by and to become a party to the Accommodation Agreement.

5.2 Access Agreement. Each of the LIFO Lenders acknowledges the terms of and
consents to the execution and delivery by Borrower of the Access Agreement.
Notwithstanding any provision in any of the LIFO Lender Documents to the
contrary, the Access Agreement, and the Liens granted thereunder, shall be
permitted under the LIFO Lender Documents.

5.3 Authorization of Agent. Each of the LIFO Banks authorizes the LIFO Agent to
enter into the Accommodation Agreement on its behalf and in so doing each LIFO
Bank agrees that the signature of the LIFO Agent on its behalf shall be as if
such LIFO Bank were an original signatory thereto.

5.4 Modification to Agreements. Notwithstanding anything in any LIFO Lender
Document to the contrary, Borrower and the LIFO Lenders agree that, (i) the
Accommodation Agreement shall not be amended, restated or otherwise modified in
any respect (and no waiver or consent shall be granted with respect to any of
the provisions thereto), unless, in each case, such amendment, restatement,
other modification, consent or waiver is in writing and signed by all of the
LIFO Lenders, and (ii) the Access Agreement shall not be amended, restated or
otherwise modified in any respect (and no waiver or consent shall be granted
with respect to any of the provisions thereto), unless, in each case, such
amendment, restatement, other modification, consent or waiver is in writing and
consented to by the LIFO Agent acting at the written direction of the Required
Banks.

5.5      Further Assurances.

         (a) Each of the LIFO Lenders agrees that it will at all times take such
actions and enter into such agreements as are reasonably necessary to give
effect to and implement the terms of the Accommodation Agreement, including, but
not limited to, executing and delivering an amendment or an amendment and
restatement of the LIFO Lender Documents as and when required. In the event that
any LIFO Bank fails or refuses to execute any such amendment or amendment and
restatement, the LIFO Agent shall be permitted and is hereby expressly
authorized to execute the same on behalf of such LIFO Bank so long as the terms
and conditions of such amendment or amendment and restatement are consistent in
all material respects with the terms and conditions set forth in the LIFO Lender
Documents and the Accommodation Agreement.

                                       14
<PAGE>

         (b) Each of the LIFO Banks hereby authorizes the LIFO Agent to take
such actions as are reasonably necessary in its opinion to give effect to and
carry out the terms of the Access Agreement, including, but not limited to,
executing and delivering such UCC amendments or releases as may be required and
entering into a subordination or other intercreditor agreement with GM.

SECTION 6.        Termination events.

     6.1  Termination  of  Restructuring  Period.  Upon  the  occurrence  of any
Termination  Event and at all times  thereafter the  Restructuring  Period shall
automatically  terminate  without  demand or notice of any kind. For purposes of
this Agreement, "Termination Event" means:

                  (a) the occurrence of any default or event of default under
         any of the Creditor Documents (other than the Subject Noncompliance
         Events);

                  (b) the occurrence of a default under, or the breach by any
         Credit Party of any of the provisions of, this Agreement;

                  (c) the occurrence of a default, event of default, or
         Termination Event (as defined in the Subordinated Lender Restructuring
         Agreement) under the Subordinated Lender Restructuring Agreement;

                  (d) if GM resources any business currently produced by or
         committed to the Companies in violation of the Accommodation Agreement;

                  (e) the occurrence of a material default under, or the breach
         by any Person a party to the Access Agreement or the Accommodation
         Agreement of any of the provisions of, the Access Agreement or the
         Accommodation Agreement;

                  (f) if a final judgment or order for the payment of money
         damages shall be rendered against any Company by a court of competent
         jurisdiction, provided that the aggregate of all such judgments for all
         such Companies shall exceed $1,000,000 in excess of applicable
         insurance coverage;

                  (g) the failure of the Budget delivered pursuant to Section
         4.5(a) hereof to be acceptable to the Required Banks; or

                  (h) any representation or warranty made by any Company under
         this Agreement or any agreement, instrument or other document executed
         or delivered by any Company in connection with this Agreement is untrue
         or incorrect in any material respect when made or any schedule,
         certificate, statement, report, financial data, notice or writing
         furnished at any time by any Company to any LIFO Lender is untrue or
         incorrect in any material respect on the date as of which the facts set
         forth therein are stated or certified.

                                       15
<PAGE>


6.2 Effect at End of Restructuring Period. On the Termination Date, the Subject
Noncompliance Events will be deemed to have continued to exist and, without
regard to any matters transpiring during the Restructuring Period or the
financial condition or prospects of the Companies as of such date, the LIFO
Lenders (or any thereof) shall be fully entitled to exercise any rights and
remedies they may have under the LIFO Lender Documents or applicable law.

6.3 ACKNOWLEDGMENT. EACH CREDIT PARTY EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE
RESTRUCTURING PROVISIONS SET FORTH IN THIS AGREEMENT ARE EFFECTIVE ONLY DURING
THE RESTRUCTURING PERIOD AND THAT, AFTER THE TERMINATION DATE, EACH OF THE LIFO
LENDER DOCUMENTS WILL BE IN MATERIAL DEFAULT AND THE LIFO LENDERS WILL BE FULLY
ENTITLED IMMEDIATELY TO EXERCISE THEIR RIGHTS AND REMEDIES UNDER THE LIFO LENDER
DOCUMENTS OR APPLICABLE LAW WITHOUT REGARD TO ANY MATTERS TRANSPIRING DURING THE
RESTRUCTURING PERIOD OR THE FINANCIAL CONDITION OR PROSPECTS OF THE COMPANIES.
EACH CREDIT PARTY UNDERSTANDS THAT THE LIFO LENDERS ARE EXPRESSLY RELYING ON THE
TERMS OF THIS SECTION AND WOULD NOT HAVE ENTERED INTO THIS AGREEMENT BUT FOR THE
ACKNOWLEDGMENT AND AGREEMENT IN THIS SECTION.

6.4 No Waiver. Nothing in this Agreement shall in any way be deemed to be (a) a
waiver of any default or event of default including the Subject Noncompliance
Events or (b) an agreement to forbear from exercising any remedies with respect
to any default or event of default except as specifically set forth in this
Agreement.

6.5 No Contest. Each Credit Party agrees that it shall not dispute the validity
or enforceability of any of the LIFO Lender Documents, or any of its obligations
thereunder, or the validity, priority, enforceability or extent of any LIFO
Lender Lien, in any judicial, administrative or other proceeding, either during
or following the expiration or termination of the Restructuring Period.

SECTION 7.        LIFO LENDERS' ACKNOWLEDGMENT.
                  ----------------------------

         Each LIFO Lender consents to and acknowledges the terms of the
Subordinated Lender Restructuring Agreement. Such consent is expressly
conditioned on the Subordinated Lenders agreeing that, notwithstanding the
restructuring of any of the LIFO Lender Obligations and the Subordinated Lender
Obligations pursuant to Section 6 of the Accommodation Agreement, the LIFO
Lender Obligations shall at all times remain senior in right of payment and
priority in accordance with the terms of the Subordination Agreement. In the
event that the LIFO Lender Obligations and the Subordinated Lender Obligations
are restructured pursuant to such Section 6 of the Accommodation Agreement, such
obligations will be restructured in such a manner as to preserve the priorities
set forth in the Subordination Agreement.

SECTION 8.        REPRESENTATIONS AND WARRANTIES.
                  ------------------------------

         To induce the LIFO Lenders to enter into this Agreement, the Credit
Parties represent and warrant to the LIFO Lenders that:

                                       16
<PAGE>


8.1 Due Authorization; No Conflict; No Lien; Enforceable Obligation. The
execution, delivery and performance by the Credit Parties of this Agreement are
within their respective corporate powers, have been duly authorized by all
necessary corporate action, have received all necessary governmental, regulatory
or other approvals (if any is required), do not and will not contravene or
conflict with any provision of (a) any law, (b) any judgment, decree or order or
(c) their respective articles or certificate of incorporation or bylaws and do
not and will not contravene or conflict with, or cause any lien to arise under,
any provision of any agreement or instrument binding upon the Credit Parties (or
any thereof) or upon any of their respective properties. This Agreement and each
of the LIFO Lender Documents to which any Credit Party is a party are its legal,
valid and binding obligations, enforceable against it in accordance with its
terms.

8.2 Representations and Warranties; Default. As of the Effective Date, except
for those representations or warranties specifically made as of another date,
the representations and warranties of any of the Credit Parties contained in the
LIFO Lender Documents are true and correct. As of the Effective Date, except for
the Subject Noncompliance Events, no Termination Event exists and no default or
event of default has occurred and is continuing.

SECTION 9.        CONDITIONS PRECEDENT.
                  --------------------

         Notwithstanding any other provision contained in this Agreement, the
effectiveness of this Agreement and the obligation of the LIFO Lenders to
institute the provisions of this Agreement and the commencement of the
Restructuring Period shall be effective on the date (the "Effective Date") on
which the following conditions precedent have been satisfied:

                  (a) this Agreement shall have been executed by Borrower, the
         LIFO Agent each of the LIFO Banks;

                  (b) Borrower shall have paid to the LIFO Agent the agent fees
         agreed to between Borrower and the LIFO Agent;

                  (c) Borrower shall have delivered to the LIFO Lenders a fully
         executed amendment or other agreement relating to the CTC Forbearance
         Agreement which shall include an extension of the agreements therein
         and shall otherwise be in form and substance satisfactory to the
         Required Banks;

                  (d) the Subordinated Lender Restructuring Agreement shall have
         been executed by the parties thereto and all conditions precedent to
         the effectiveness thereof shall have been satisfied;

                  (e) the Access Agreement shall have been executed by the
         parties thereto and Borrower shall have delivered a copy of the same to
         the LIFO Lenders;

                  (f) the Accommodation Agreement shall have been executed by
         the parties thereto;

                  (g) Borrower shall have delivered to the LIFO Lenders a fully
         executed copy of the Retention Agreement;

                                       17
<PAGE>

                  (h) Borrower shall have delivered to the LIFO Lenders a legal
         opinion together with such other corporate governance or authorization
         documents as the LIFO Agent shall require, each of which shall be in
         form and substance acceptable to the Required Banks;

                  (i) Borrower shall have paid all out-of-pocket costs and
         expenses of each LIFO Lender, including the fees and out-of-pocket
         charges of counsel for each such LIFO Lender; and

                  (j) the Credit Parties shall have delivered such other
         documents and shall have satisfied such other conditions as the
         Required Banks may reasonably request.

SECTION 10.       MISCELLANEOUS.
                  -------------

10.1 Captions. The Preliminary Statements to this Agreement (except for any
definitions set forth therein) and the section captions used in this Agreement
are for convenience only and do not affect the construction of this Agreement.

10.2 Release. AS A CONDITION PRECEDENT TO THE EFFECTIVENESS OF THIS AGREEMENT,
AND IN CONSIDERATION OF THE MUTUAL COVENANTS CONTAINED HEREIN AND FOR OTHER GOOD
AND VALUABLE CONSIDERATION, EACH CREDIT PARTY HEREBY HOLDS HARMLESS, RELEASES,
ACQUITS AND FOREVER DISCHARGES THE LIFO LENDERS, THE RESPECTIVE PARTICIPANTS,
SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, SERVANTS,
ATTORNEYS AND REPRESENTATIVES, AS WELL AS THE RESPECTIVE HEIRS, PERSONAL
REPRESENTATIVES, SUCCESSORS AND ASSIGNS OF ANY AND ALL OF THEM (COLLECTIVELY,
THE "RELEASED PARTIES") FROM ANY AND ALL CLAIMS, DEMANDS, DEBTS, ACTIONS, CAUSES
OF ACTION, SUITS, CONTRACTS, AGREEMENTS, OBLIGATIONS, ACCOUNTS, DEFENSES,
OFFSETS AND LIABILITIES OF ANY KIND OR CHARACTER WHATSOEVER, KNOWN OR UNKNOWN,
SUSPECTED OR UNSUSPECTED, IN CONTRACT OR IN TORT, AT LAW OR IN EQUITY, THAT ANY
SUCH CREDIT PARTY EVER HAD, NOW HAVE, OR MIGHT HEREAFTER HAVE AGAINST ANY
RELEASED PARTY, JOINTLY OR SEVERALLY, FOR OR BY REASON OF ANY MATTER, CAUSE OR
THING WHATSOEVER OCCURRING BEFORE THE DATE OF THIS AGREEMENT, INCLUDING WITHOUT
LIMITATION, ANY OF THE FOREGOING THAT RELATE TO, IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, THIS AGREEMENT OR LIFO LENDER DOCUMENT. IN ADDITION, EACH CREDIT
PARTY AGREES NOT TO COMMENCE, JOIN IN OR PROSECUTE ANY SUIT OR OTHER PROCEEDING
THAT IS ADVERSE TO ANY OF THE RELEASED PARTY ARISING DIRECTLY OR INDIRECTLY FROM
ANY OF THE FOREGOING MATTERS. THE CREDIT PARTIES AGREE TO INDEMNIFY AND HOLD
HARMLESS THE RELEASED PARTIES FROM ANY LOSS OR DAMAGES, CLAMS, COSTS AND
ATTORNEY FEES OR EXPENSES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR
ANY LIFO LENDER DOCUMENT.


                                       18
<PAGE>


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

10.4 Amendments or Modifications. No amendment, modification, termination, or
waiver of any provision of this Agreement, nor consent to any variance hereto,
shall be effective unless the same shall be in writing and signed by the LIFO
Agent and the Required Banks and then such consent shall be effective only in
the specific instance and for the specific purpose for which given; provided,
however, that if any amendment, modification, waiver or consent relating to this
Agreement would require the consent of all of the LIFO Banks under the LIFO
Credit Agreement, then, in each such case, such amendment, modification, waiver
or consent relating to this Agreement shall be in writing and signed by all of
the LIFO Lenders.

10.5 No Other Promises or Inducements. There are no promises or inducements that
have been made to any party hereto to cause such party to enter into this
Agreement other than those that are set forth in this Agreement. This Agreement
has been entered into by each Credit Party freely, voluntarily, with full
knowledge, and without duress, and, in executing this Agreement, no Credit Party
is relying on any other representations, either written or oral, express or
implied, made to such Credit Party by any LIFO Lender. Each Credit Party agrees
that the consideration received by such Credit Party under this Agreement has
been actual and adequate.

10.6 No Waiver of Rights. No waiver shall be deemed to be made by any party
hereunder of any of its rights hereunder unless the same shall be in writing
signed on behalf of such party.

10.7 Successors and Assigns. This Agreement is binding upon the Credit Parties,
the LIFO Lenders and their respective successors and assigns, and inures to the
sole benefit of the Credit Parties, the LIFO Lenders and their successors and
assigns. No Credit Party has any right to assign its rights or delegate their
duties under this Agreement.

10.8 Continued Effectiveness. Notwithstanding anything contained in this
Agreement, the terms of this Agreement are not intended to and do not serve to
effect a novation as to any LIFO Lender Document. The parties to this Agreement
expressly do not intend to extinguish any LIFO Lender Document. Instead, the
parties to this Agreement expressly intend to reaffirm the indebtedness created
under the LIFO Lender Documents. The LIFO Lender Documents remain in full force
and effect and the terms and provisions of the LIFO Lender Documents are
ratified and confirmed. Notwithstanding the foregoing, it is expressly
understood and agreed that this Agreement is an amendment and restatement of the
Original LIFO Restructuring Agreement. Upon the effectiveness of this Agreement,
the Original LIFO Restructuring Agreement shall be deemed replaced and no longer
in effect.

10.9 Tolling. Any and all statutes of limitations, repose or similar legal
constraints on the time by which a claim must be filed, a person given notice
thereof, or asserted, that expire, run or lapse during the Restructuring Period
on any claims that any LIFO Lender may have against any Credit Party or any
other persons relating to any of the Credit Parties (collectively, the
"Restructuring Period Statutes of Limitation") will be tolled during the
Restructuring Period. Each Credit Party waives any defense they may have against
any of the LIFO Lenders under the Restructuring Period Statutes of Limitation,
applicable law or otherwise solely as to the expiration, running or lapsing of
the Restructuring Period Statutes of Limitation during the Restructuring Period.

                                       19
<PAGE>

10.10 Revival of Obligations. If all or any part of any payment under or on
account of the LIFO Lender Documents, this Agreement or any agreement,
instrument or other document executed or delivered by any Credit Party in
connection with this Agreement is invalidated, set aside, declared or found to
be void or voidable or required to be repaid to the issuer or to any trustee,
custodian, receiver, conservator, master, liquidator or any other person
pursuant to any bankruptcy law or pursuant to any common law or equitable cause
then, to the extent of such invalidation, set aside, voidness, voidability or
required repayment, such payment would be deemed to not have been paid, and the
obligations of such Credit Party in respect thereof shall be immediately and
automatically revived without the necessity of any action by the LIFO Lenders.

10.11 Fees and Expenses. Borrower shall pay all fees and expenses of each LIFO
Lender (including, but not limited to, reasonable attorneys fees) that Borrower
is required to pay pursuant to the terms and conditions of the LIFO Lender
Documents within ten Business Days after receiving an invoice therefor.

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

10.13 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.

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

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

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

                                       20
<PAGE>

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

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

10.19 JURY TRIAL WAIVER. EACH OF THE UNDERSIGNED, TO THE EXTENT PERMITTED BY
LAW, HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE
WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, AMONG THEM, OR ANY OF THEM,
ARISING OUT OF, IN CONNECTION WITH, RELATED TO OR INCIDENTAL TO THE RELATIONSHIP
ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY DOCUMENT
EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED
THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY
THE ABILITY OF ANY OF 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.

                  [Remainder of page intentionally left blank.]


                                       21
<PAGE>


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


                         BORROWER:

                         AMCAST INDUSTRIAL CORPORATION

                         By:_________________________________
                         Name:______________________________
                         Title:_______________________________

                         GUARANTORS:

                         ELKHART PRODUCTS CORPORATION

                         By:_________________________________
                         Name:______________________________
                         Title:_______________________________

                         AMCAST AUTOMOTIVE OF INDIANA,
                         INC.

                         By:_________________________________
                         Name:______________________________
                         Title:_______________________________

                         AS INTERNATIONAL, INC.

                         By:_________________________________
                         Name:______________________________
                         Title:_______________________________

                         IZUMI, INC.

                         By:_________________________________
                         Name:______________________________
                         Title:_______________________________

                         AMCAST CASTING TECHNOLOGIES,
                         INC.

                         By:_________________________________
                         Name:______________________________
                         Title:_______________________________

                                       22
<PAGE>


                         AMCAST INDUSTRIAL FINANCIAL
                         SERVICES, INC.

                         By:_________________________________
                         Name:______________________________
                         Title:_______________________________

                         AMCAST INVESTMENT SERVICES
                         CORPORATION

                         By:_________________________________
                         Name:______________________________
                         Title:_______________________________

                         CASTING TECHNOLOGY COMPANY

                         By: Amcast Casting Technologies, Inc., a General
                             Partner

                                  By: __________________________
                                  Name:________________________
                                  Title:_________________________

                                       23
<PAGE>


                         LIFO LENDERS:

                            KEYBANK NATIONAL ASSOCIATION,
                              as LIFO Agent and a LIFO Bank

                            By:
                            Name:
                            Title:

                            THE BANK OF NEW YORK

                            By:
                            Name:
                            Title:

                            BANK ONE INDIANA, N.A.

                            By:
                            Name:
                            Title:

                            CREDIT AGRICOLE INDOSUEZ

                            By:
                            Name:
                            Title:

                            and
                            Name:
                            Title:

                            COMERICA BANK

                            By:
                            Name:
                            Title:


                                       24
<PAGE>



                            NATIONAL CITY BANK

                            By:
                            Name:
                            Title:

                            U.S. BANK
                            NATIONAL
                            ASSOCIATION
                            (successor to
                            Firstar Bank,
                            N.A.)

                            By:
                            Name:
                            Title:




                                       25
<PAGE>


                                    Exhibit A

                          Subject Non-Compliance Events

1.       The failure to comply with Section 6.1 of the Existing Credit Agreement
         (as such section relates to the payment of principal) on September 14,
         2002.

2.       The noncompliance with Section 6.5 of the LIFO Credit Agreement as a
         result of the Subject Noncompliance Events (as defined in the
         Subordinated Lender Restructuring Agreement.


                                       26
<PAGE>




                                    Exhibit B

                    Description of Monthly Reporting Package

1.       Consolidated operating statements (Month & YTD) vs. Plan vs. prior year
         by facility

2.       13 week running cash flow forecast

3.       Income statements by facility-trend report

4.       Balance sheets by facility-trend report

5.       Accounts Receivables - borrowing base - consolidated and by facility

6.       Cash call weekly trend reports by facility. Tracks inventory , past
         dues, labor cost, capital expenditures and headcount

7.       Cash call end of month report - tracks by facility: receivables,
         payables, capital expenditures and performance cash flow

8.       Capital Expenditures - formal Amcast report

9.       Cost Reductions - formal Amcast report

10.      Manning status - formal Amcast report

11.      Past due receivable trend report - consolidated, by facility

12.      Profit drivers - formal Amcast report

13.      Report of major new projects, concerns, etc - "State of Amcast"

14.      Last twelve months Consolidated EBITDA and revenues on a consolidated
         bases




<PAGE>





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>5
<FILENAME>accomagrmnt.txt
<DESCRIPTION>EXHIBIT 4.3 - ACCOMMODATION AGREEMENT
<TEXT>

                             ACCOMMODATION AGREEMENT

         Amcast Industrial Corporation ("Supplier"), General Motors Corporation
("GM" or "Customer"), the Lenders (defined below) through KeyBank National
Association, as agent ("Agent"), Principal Life Insurance Company ("Principal")
and The Northwestern Mutual Life Insurance Company ("Northwestern", or together
with Principal, collectively, the "Noteholders") enter into this Accommodation
Agreement (this "Agreement") on August 28, 2003 (the "Effective Date").

                                    RECITALS

A. Pursuant to various purchase orders and/or supply contracts issued by
Customer and accepted by Supplier (the "Purchase Orders"), Supplier is obligated
to manufacture and provide Customer with component parts as set forth in the
Purchase Orders (the "Component Parts").
B. The Agent and certain other financial institutions (collectively, the
"Lenders") provide substantially all of Supplier's working capital financing
pursuant to various loan and security agreements and related documents (as may
be amended from time to time, the "Loan Documents") between Supplier and the
Lenders. Additionally, the Noteholders and Supplier are parties to the Note
Agreements (as defined in the Restructuring Agreement) pursuant to which
Supplier has certain Noteholder Obligations (as defined in the Restructuring
Agreement).
C. Supplier has requested that Customer, the Lenders and the Noteholders provide
certain financial accommodations to Supplier to permit Supplier to continue its
operations.



<PAGE>

D. Subject to the terms of this Agreement, the parties hereto have
agreed to provide certain financial and other accommodations to each other.
E. Customer, the Lenders and the Noteholders have requested that Supplier
provide them with certain assurances and acknowledgments to induce Customer and
the Lenders to provide the above-referenced financial and other accommodations.
F. Customer acknowledges that the forbearance provided in the Restructuring
Agreement (as later defined herein) constitutes satisfactory financing as
required by the terms of this Agreement.
         WHEREFORE, based upon the foregoing recitals and for good and valuable
consideration, the receipt and adequacy of which is acknowledged, the parties
agree as follows:
                              TERMS AND CONDITIONS
                            Customer's Accommodations
1. Resourcing.
         Absent an Event of Default (as defined below), Customer will not
 resource programs currently on contract with Supplier (whether or not such
 programs are currently in production), which programs are produced at one or
 more of the "Accessed Facilities" (as defined below) until the earlier of (a)
 September 14, 2006; (b) the date on which the Lenders cease to provide
 financing to Supplier; (c) the date on which either the Lenders or Supplier
 materially breaches the terms of this Agreement; or (d) the date on which
 Supplier breaches any Purchase Order, the consequence of which would create a
 substantial likelihood of interrupting Customer's production at its assembly
 operations. Notwithstanding the foregoing, on and after January 1, 2005,

                                       2
<PAGE>

 Customer shall have the right hereunder to resource Component Parts to the
 extent Supplier fails to demonstrate, to the reasonable satisfaction of
 Customer, that Supplier is competitive in terms of quality, service,
 technology, delivery and price.
         The foregoing limitation shall not prohibit Customer from taking action
 to prepare for resourcing, including, without limitation, entering into
 discussions, negotiations and agreements regarding the production of the
 Component Parts, nor shall the foregoing prohibit resourcing to which Supplier
 and Customer mutually agree. Supplier will fully cooperate and assist Customer
 in its resourcing preparations including, but not limited to, upon reasonable
 notice, permitting potential alternative suppliers to inspect tooling, and
 Supplier will fully cooperate in connection with any resourcing of Customer
 production.
         Notwithstanding the foregoing, this Section 1 does not apply to the
following programs, which programs Customer shall be free to resource at any
time in its discretion:
         (a)      General Motors Europe Wheel Carrier program for the Epsilon
                  program produced at Supplier's Richmond, Indiana facility;

         (b)      the following programs produced at Supplier's Franklin,
                  Indiana facility: (i) SAAB Steering Knuckle program for SAAB
                  9.3; (ii) General Motors Europe Steering Knuckle program for
                  the Epsilon program; and (iii) SAAB Steering Knuckle program
                  for SAAB 9.5;
         (c)      the J-Car Wheel Part No. 9595065 produced at Supplier's Gas
                  City, Indiana facility; and

                                       3
<PAGE>


         (d)      the IPC (International Product Center) production from
                  Delphi-owned tooling sold by Supplier to Customer, only to the
                  extent Delphi resources other production associated with such
                  tooling.

         Notwithstanding the foregoing, if a breach relating to a Purchase Order
occurs that creates a substantial likelihood of interrupting Customer's
production, Customer's right to resource shall be limited to the Component Part
covered by the Purchase Order and not Component Parts relating to other Purchase
Orders; provided, however if such resource materially impacts the continued
viability of Supplier's facility at which such resourced Component Part was
produced, Customer shall have the right, but not the obligation, to resource
additional Component Parts produced at the affected facility. Customer shall
promptly provide Supplier and Agent with written notice of its decision to
resource any programs or Component Parts pursuant to this Agreement.

2. Limitation of Setoffs.
         For all amounts due from Customer to Supplier for shipments made or
 other obligations on or after the Effective Date accruing through the earlier
 to occur of: (a) September 14, 2006; (b) the date on which the Lenders cease to
 provide financing to Supplier; (c) the date on which either the Lenders or
 Supplier materially breaches the terms of this Agreement; or (d) the date on
 which Supplier breaches any Purchase Order, the consequence of which would
 create a substantial likelihood of interrupting Customer's production at its
 assembly operations, Customer agrees, for the benefit of the Lenders only, to
 suspend and not to assert any defenses, rights and claims for setoffs and/or
 recoupment, other than "Allowed Setoffs" (as defined below), and to pay
 accounts receivable in accordance with their terms (net of Allowed Setoffs).

                                       4
<PAGE>

         For purposes of this Agreement, "Allowed Setoffs" means (a) setoffs,
 recoupments or deductions for defective or nonconforming products, quality
 problems (other than defects, nonconformities or quality problems resulting
 from Supplier's adherence to written directions furnished by Customer),
 unordered or unreleased parts which Customer is not otherwise obligated to
 accept pursuant to this Agreement and which are returned to Supplier, short
 shipments, misshipments, premium freight charges (not caused by Customer),
 improper invoices, mispricing, duplicate payments or billing errors; provided,
 however, Customer shall not have a right of setoff or recoupment for any
 incidental, special or consequential damages; (b) materials or components
 purchased by Customer and provided to Supplier to be used in connection with
 Customer's production, and (c) Customer's professional fees and costs incurred
 relating to Supplier (collectively, the "Professional Fees") up to $50,000 per
 month (the "Monthly Limit"). Any Professional Fees in excess of the Monthly
 Limit may be carried forward to subsequent months provided the aggregate amount
 of each monthly setoff does not exceed the Monthly Limit. Subject to the terms
 of this Section 2, which is intended for the sole benefit of the Lenders only,
 Customer expressly reserves and does not waive any rights and interests it may
 have against Supplier, including setoffs asserted for defense purposes.

                                       5
<PAGE>



3. Conditional Award of New Business.

         Absent an Event of Default (as defined in Section 17 below), Customer
conditionally awards to Supplier the following programs, which programs are
currently scheduled to commence production during the model years noted below:


                       (a)      GMT 360 - SAAB Wheel Part No. 9595629 (2005);


                       (b)      GMT 360 - SAAB Wheel Part No. 9595631 (2005);


                       (c) GMX020 Solstice Wheel Part No. 9595603 (2006);


                       (d) GMX020 Solstice Wheel Part No. 9595604 (2006);
and


                       (e) GMT265 Cadillac SRX Wheel Part No. GPS108850 (2006).




         Supplier expressly acknowledges the conditional nature of the sourcing
of the aforementioned programs through its execution of this Agreement.
Customer's agreement to remove the conditional nature of the sourcing of the
aforementioned programs is expressly conditioned on Supplier's timely
fulfillment of all of its obligations under this Agreement. To the extent
Supplier does not timely fulfill all of its obligations under this Agreement,
Customer may revoke the conditional sourcing of the aforementioned programs and
Supplier will undertake commercially reasonable efforts to assist Customer in
the transfer of all work product, design work, etc. developed by Supplier, at no
cost to Customer.

4. Customer Bid List.
         Absent an Event of Default (as defined in Section 17) and successful
implementation of the Restructure Plan (as defined in Section 6), Customer will
offer


                                       6
<PAGE>

Supplier the opportunity to bid on new programs, consistent with
Customer's standard policies and procedures, including but not limited to
Supplier's demonstration of competitiveness in terms of quality, service,
delivery, technology and price. Notwithstanding the foregoing, any award of new
business to Supplier will be in Customer's sole discretion.

                          The Lenders' Accommodations

5. Extension and Restructuring.
         Pursuant to the terms of that certain Amended and Restated
 Restructuring Agreement dated August ___, 2003 between the Lenders, the
 Noteholders and Supplier (the "Restructuring Agreement") a copy of which is
 attached hereto as Exhibit 5, such Restructuring Agreement will provide for the
 1) extension of the restructuring period relating to the Outstanding
 Obligations (as defined below) to September 14, 2006 (the "Restructuring
 Termination Date"); and 2) commitment to a restructuring plan with a resultant
 adjustment to Supplier's balance sheet as outlined below (the "Restructure
 Plan") with the Restructuring Agreement being executed by the Lenders, the
 Noteholders and Supplier simultaneously with the execution of this Agreement,
 which Restructuring Agreement must be acknowledged by Customer. To the extent
 any one or more of Supplier, the Noteholders or the Lenders fail to execute the
 Restructuring Agreement, all of Customer's obligations to each of Supplier and
 the Lenders in this Agreement shall automatically terminate and be of no
 further force and effect.

                                       7
<PAGE>



6 Restructure Plan.

A. Sale or Refinancing Process.
         Supplier shall engage an investment banker on or before December 1,
2003, which investment banker shall be instructed to initiate and effect the
sale of Supplier (the "Sale") to a "Qualified Buyer" (as defined below).
Alternatively, Supplier may effect a refinancing (the "Refinancing") that
results in either the replacement of the Outstanding Obligations (as later
defined) in form and structure substantially identical to the Remaining Senior
Debt (as defined in Section 6.C.) and the Restructured Debt (as defined in
Section 6.C.) or payment in full by a compromise on or before December 31, 2004
(the "Restructure Date"). A "Qualified Buyer" means a buyer who demonstrates to
the reasonable satisfaction of each of the Lenders and Customer that it: (i)
possesses the financial capabilities, business plan and management structure to
effect the acquisition of and operation of Supplier; and (ii) agrees to assume
Customer's Purchase Orders without modification including, without limitation,
increases to the pricing of the Component Parts. Supplier further agrees to
provide to Customer and/or BBK, Ltd. ("BBK") monthly updates, or more frequently
if requested, updates on the Sale and the Refinancing and all documentation
pertaining to the Sale and the Refinancing and associated with the updates.
Customer agrees to maintain such information in confidence and refrain from
dissemination of such information beyond those of Customer's representatives or
designees who, in Customer's reasonable discretion, need to know such
information, for purposes of evaluation of Customer's business relationship with
Supplier.

                                       8
<PAGE>

                  B.       Pre-Restructure Period. 1. LIFO Loans.
                  For the period from the Effective Date through the Restructure
Date (the "Pre-Restructure Period"), the parties hereto agree to further amend
the LIFO Restructuring Agreement dated as of July 15, 2002, as amended by that
certain Amendment No. 1 to LIFO Restructuring Agreement dated October 31, 2002
(as amended, the "LIFO Restructuring Agreement") between the Lenders and
Supplier (collectively, the "LIFO Loans") as follows:
                           (a)      extend the restructuring period relating to
                                    the LIFO Loans to the Restructuring
                                    Termination Date;

                           (b)      extend the termination date relating to the
                                    use of the Special Reserve Funds (as defined
                                    in the LIFO Restructuring Agreement) to the
                                    Restructuring Termination Date;

                           (c)      permit Supplier to access the Special
                                    Reserve Funds in amounts necessary to fund
                                    Supplier's ongoing cash needs until such
                                    time as the parties to the Restructuring
                                    Agreement have reached definitive, binding
                                    written agreements thereto and thereafter in
                                    such amounts as may be required to pay any
                                    "Missed Event Fee" (as defined in the
                                    Restructuring Agreement), which "Missed
                                    Event Fee" Supplier is unable to fund from
                                    its cash flow; and

                           (d)      to the extent Supplier utilizes all or a
                                    portion of the Special Reserve Funds and
                                    subject to the availability of adequate cash
                                    flow, require Supplier to replenish the
                                    Special Reserve Funds upon stabilization of
                                    Supplier's payment terms with its unsecured
                                    trade creditors.

                           (e)      For clarification, the following provisions
                                    of the LIFO Restructuring Agreement will
                                    continue to be effective:

                                    (i) the August 31, 2003 "Additional
                                        Prepayment";

                                    (ii)     interest payments on the LIFO Loans
                                             through the Restructuring
                                             Termination Date, unless earlier
                                             repaid;

                                       9
<PAGE>


                                    (iii)    amortization in an approximate
                                             principal amount of $1,300,000
                                             during fiscal year 2004 (the "2004
                                             Additional Prepayment");

                           (f)      repayment of the LIFO Loans, to the extent
                                    proceeds are available, in the event of the
                                    occurrence of either of the following:

                                    (i) a sale or refinance of any of Supplier's
                                        assets; or

                                    (ii) the occurrence of the Restructuring
                                         Termination Date.

                           2. Existing Secured Indebtedness.

         During the Pre-Restructure Period, the parties agree that Supplier's
indebtedness owing to the Lenders pursuant to (i) the Credit Agreement dated as
of August 14, 1997 among Supplier, KeyBank National Association, as Agent, and
the lenders party thereto, as amended, (ii) the Note Agreement dated as of
November 1, 1995 between Supplier and Northwestern, as amended, (iii) the Note
Agreement dated as of November 1, 1995 between Supplier and Principal, and (iv)
certain obligations of Supplier owing under certain lines of credit
(collectively, the "Existing Secured Indebtedness") shall receive interest only
payments and no amortization of principal so long as the LIFO Loans remain
outstanding. In the event of a repayment in full of the LIFO Loans, including,
without limitation, any repayment in full generated from the proceeds of a sale
of any of Supplier's assets, any remaining prepayments due under the LIFO Loan
will be applied to the Outstanding Obligations.

                  C. Restructure Date.
         If on or before the Restructure Date, Supplier fails to either (i)
close the Sale; or (ii) close the Refinancing of its obligations resulting in
full satisfaction of the LIFO Loans and the Existing Secured Indebtedness
(collectively, the "Outstanding Obligations"),

                                       10
<PAGE>

either by payment in full or by
compromise, then, in such event, the Lenders must reduce the Outstanding
Obligations to an amount of debt no greater than 3.75 times the greater of
Supplier's trailing twelve months EBITDA or the 2005 Forecasted EBITDA (as
defined below) (the "Remaining Senior Debt").
         The amount of reduction in the Outstanding Obligations (the
"Restructured Debt" or "RD") shall be converted to fully subordinated debt,
which shall remain secured. The Restructured Debt shall initially mature on
September 14, 2013 (the "RD Maturity Date"). From the Restructure Date through
the RD Maturity Date, absent earlier repayment in full, the Restructured Debt
shall accrue interest at the rate of five percent per annum (the "RD Current
Interest") in addition to which three percent per annum shall be added to the
principal balance of the Restructured Debt on a monthly basis (the "RD PIK
Interest"). The Lenders shall receive the RD Current Interest on the RD so long
as Supplier generates sufficient cash flow from operations from which to pay the
Remaining Senior Debt Service (as defined below), in addition to the RD Current
Interest. In the event Supplier has either (i) insufficient cash flow from which
to pay the RD Current Interest or (ii) Supplier refinances the Remaining Senior
Debt and to the extent that cash flow from operations is not available after all
requirements of the refinance lender in respect of the refinanced Remaining
Senior Debt are met, the RD Current Interest or any unpaid portion thereof shall
be added to the principal balance of the Restructured Debt on a monthly basis
until such time as Supplier generates sufficient cash flow to pay the RD Current
Interest (in addition to the Remaining Senior Debt debt service requirements).
The Restructured Debt shall have no rights of acceleration until such time as
Supplier has ceased operations and the Lenders (or any

                                       11
<PAGE>

refinance Lender of the
Remaining Senior Debt) have commenced enforcement action against Supplier to
liquidate collateral for the Remaining Senior Debt.

D.       Post-Restructure Date Treatment of Remaining Senior

                           Debt. 1. Restructure Debt Service Formula.
                  The Remaining Senior Debt must be subject to debt service
requirements (the "Remaining Senior Debt Service") post-Restructure Date
consistent with the Restructure Debt Service Formula (as defined below). On or
before the Restructure Date, Supplier must provide to the Lenders and Customer a
forecast for calendar year 2005 (the "2005 Forecasted EBITDA"). All parties must
agree on the content of the 2005 Forecasted EBITDA. With respect to calculation
of the 2005 Forecasted EBITDA, the parties agree that the EBITDA variation for
the Wheel Group (as defined below) from calendar 2004 are expected to include
volume variances and elimination of discontinued entities. In addition, for both
the Wheel Group and Flow Control Group (as defined below), additional cost
reductions may exist, which cost reductions both the Lenders and Customers will
consider. For purposes of this Agreement, "Wheel Group" means: (a) Gas City,
Indiana; and (b) Fremont, Indiana; and "Flow Control Group" means: (a) Elkhart
Plumbing; (b) Lee Brass and (c) Elkhart Industrial. The Remaining Senior Debt
Service will be established based on the Remaining Senior Debt Service Formula.
For purposes of this Agreement, "Remaining Senior Debt Service Formula" means:
the greater of 2005 Forecasted EBITDA or Supplier's trailing twelve-month
EBITDA; less (y) Supplier's 2005 forecasted capital expenditures; less (z) CTC
Debt Service. For purposes of this Agreement, "CTC Debt Service" means the
principal and interest payments on the revolving credit facility and the
outstanding term debt secured

                                       12
<PAGE>

by Supplier's real and personal property assets
located at Supplier's CTC Facility in Franklin, Indiana. All parties agree that
the process outlined in this Section 6.D.1. must be utilized to establish the
Remaining Senior Debt Service in calendar year 2006, absent completion of a sale
or refinance of Supplier during calendar year 2005.

2. "Special Reserve Funds" and Covenants.

                  Post-Restructuring Date, the "Special Reserve Funds" must
remain in effect and available to Supplier for the sole purpose of servicing the
Remaining Senior Debt Service. Supplier's loan covenants must be established
consistent with eighty-five percent of Supplier's 2005 Projected EBITDA, which
loan covenants Customer will have to opportunity to review.

3. Excess Cash Flow.
                  On the Restructure Date, the Lenders will establish an excess
cash flow collateral account (the "Excess Cash Flow Account") into which any
Excess Cash Flow (as defined below) must be deposited on a quarterly basis. For
purposes of this Section 3 only, "Excess Cash Flow" means 2005 Projected EBITDA
less the sum of (x) Supplier's 2005 capital expenditures; plus (y) CTC Debt
Service; plus (z) Remaining Senior Debt Service. The Lenders agree to release to
Supplier from the Excess Cash Flow Account amounts necessary to cover subsequent
quarterly shortfalls, provided no material events of default exist under the
Restructuring Agreement and cash is available in the Excess Cash Flow Account.
On December 31, 2005, the Lenders will apply amounts existing in the Excess Cash
Flow Account to either the Remaining Senior Debt or the Restructured Debt at the
Lenders' option.


                                       13
<PAGE>



                  4. Treatment of Remaining Senior Debt at December 31, 2005.
                  On December 31, 2005, the Lenders will reset the Remaining
Senior Debt to no greater than 3.75 times the greater of Supplier's trailing
twelve months EBITDA or the 2006 Forecasted EBITDA, but in no event shall the
Remaining Senior Debt be reset at an amount less than the amount of the
Remaining Senior Debt on the Restructure Date.

7. Funding. The Lenders and the Noteholders, as applicable, agree to forbear
 from exercising their rights and remedies in respect of defaults which are
 currently in existence under the Loan Documents and will continue to provide
 financing to Supplier in accordance with the LIFO Restructuring Agreement, the
 Restructuring Agreement and the Restructure Plan as outlined above. Neither
 Supplier, the Lenders nor the Noteholders, as applicable, will amend, restate,
 or materially modify the terms of the LIFO Restructuring Agreement or the
 Restructuring Agreement without the prior written consent of Customer, which
 consent shall not be unreasonably withheld.

8. Acknowledgment. The Lenders and the Noteholders consent to the rights being
 granted to Customer in the Access and Security Agreement in Section 16 below
 and the Tooling Acknowledgment in Section 13 below.

                                       14
<PAGE>



                             Supplier's Obligations

9. Cooperation with Restructure Plan. Supplier agrees to cooperate fully with
 the Lenders, the Noteholders and Customer in order to effectuate the terms and
 conditions of the Restructuring Agreement and the Restructure Plan as outlined
 above. Supplier expressly agrees that to the extent it fails to cooperate with
 the Restructure Plan or comply with the terms of the Restructuring Agreement in
 any manner, such action will automatically constitute an "Event of Default"
 under this Agreement.

10. Access to Books and Records. Supplier will provide Customer and its
 respective agents and representatives, consultants and employees reasonable
 access to Supplier's operations, books, records, officers and employees at
 reasonable times during business hours, or outside of business hours upon
 reasonable request, for the purposes of monitoring Supplier's compliance with
 the terms of this Agreement and any other agreements and contracts between
 Supplier and the parties. Supplier agrees to fully cooperate with the agents,
 representatives, consultants, officers and employees of the respective parties
 to accomplish the ends contemplated by this Agreement.

11. Financial Reporting. Supplier agrees to provide to Customer and/or BBK the
 same monthly financial reporting the Lenders' require under the Restructuring
 Agreement as such financial reporting is provided to the Lenders.

12. Inventory Bank. Supplier will build, upon request by Customer, inventory
 banks of Customer's Component Parts, subject to Supplier having (i) adequate
 internal capacity (e.g. machine capacity and manpower) and availability of raw
 materials and supplies; and (ii) availability of financing from the Lenders.
 Supplier will ship inventory bank Component Parts as they are produced, and
 Customer will pay for such Component Parts pursuant to the Purchase Orders.

                                       15
<PAGE>


13. Tooling Acknowledgment. Supplier acknowledges and agrees that, exclusive of
 Supplier Owned Tooling, all tooling, dies, test and assembly fixtures, jigs,
 gauges, patterns, casting patterns, cavities, molds, and documentation
 including engineering specifications and test reports together with any
 accessions, attachments, parts, accessories, substitutions, replacements, and
 appurtenances thereto used by Supplier in connection with its manufacture of
 the Component Parts for Customer (collectively the "Customer Tooling") are
 owned by Customer and are being held by Supplier or, to the extent Supplier has
 transferred Customer Tooling to third parties, by such third parties, as
 bailees at will. For purposes of this Agreement, the term "Supplier Owned
 Tooling" means all tooling, dies, test and assembly fixtures, jigs, gauges,
 patterns, casting patterns, cavities, molds, and documentation including
 engineering specifications and test reports together with any accessions,
 attachments, parts, accessories, substitutions, replacements and appurtenances
 thereto, for which Customer has not made full payment of the applicable
 purchase order price or which is not subject to a purchase order. Each item of
 Supplier Owned Tooling will become and be considered Customer Tooling under the
 terms of this Agreement once it has been paid for in full in accordance with
 the terms of the applicable Purchase Order related thereto, without setoff or
 recoupment by Customer. Additionally, Customer Tooling does not include any
 tooling manufactured by Supplier on or after the date of the execution of this
 Agreement under a Purchase Order for Customer unless and until such tooling has
 been fully paid for by Customer without setoff or recoupment.


                                       16
<PAGE>

Within sixty (60) days from the Effective Date, Supplier will supply to
Customer and Agent a list of Supplier Owned Tooling. Any tooling utilized to
manufacture Component Parts for Customer not included on the list of Supplier
Owned Tooling shall be deemed Customer Tooling unless Agent objects in writing
within ten (10) days thereafter. Supplier will cooperate with Customer in
determining which of Supplier's tooling is Supplier Owned Tooling or Customer
Tooling. If Agent timely objects, Customer and Agent shall each select an
independent accountant (whose fees and costs shall be paid by the respective
party) who shall determine the status of any tooling in dispute. If the two
independent accountants cannot agree, the dispute will be referred to binding
arbitration with all costs and expenses shared equally. Should either Agent or
Customer fail to appoint an accountant within ten (10) days after a timely
objection by Agent, the status of any disputed tooling shall be determined by
the independent accountant selected by Customer or Agent, as the case may be,
acting alone.
         No person or entity other than Customer has any right, title or
interest in Customer Tooling other than Supplier's right, subject to Customer's
unfettered discretion to utilize Customer Tooling in the manufacture of
Component Parts pursuant to the terms of the Purchase Orders. Subject to the
terms of this Agreement, Customer and its designee(s) shall have the right, upon
written notice to Supplier, to enter the premises of Supplier for the purpose of
taking immediate possession of Customer Tooling at any time without payment of
any kind from Customer to Supplier should Customer elect to exercise such right,
and Supplier waives any right to further notice or court hearing, and agrees to
cooperate with Customer in its taking possession of Customer Tooling; provided,
however, that Customer not exercise such right with respect to specific items of
Customer Tooling unless the Customer is entitled under the terms of this
Agreement to resource the Component Part related to such Customer Tooling.


                                       17
<PAGE>

14. Access To Operations. Supplier will allow Customer, its employees, agents,
 contingency suppliers and consultants access to inspect the Customer Tooling
 and the Supplier Owned Tooling at mutually convenient times upon request.

15. Other Customers' Accommodations. Supplier represents and warrants that it
 will not enter into any agreements with any of its other customers on terms
 more favorable to the other customers than the terms contained in this
 Agreement, without the consent of Customer. If for any reason Supplier's
 financing is not sufficient to fund all of Supplier's expenses, Supplier agrees
 that it will utilize the available financing to first ensure that production,
 capital expenditure and tooling requirements are timely satisfied for Customer
 and any other customer that executes a binding written agreement pursuant to
 which such customer is obligated to provide accommodations substantially
 identical to Customer's accommodations set forth in this Agreement.

16. Access Agreement. Simultaneous with execution of this Agreement, Supplier
 will enter into the Access and Security Agreement attached as Exhibit 16 hereto
 (the "Access Agreement") pursuant to which Supplier grants Customer an Access
 Right (as defined in the Access Agreement) to the following facilities: Gas
 City, Fremont, CTC Franklin and Richmond Indiana, and Wapakoneta, Ohio
 (collectively, the "Accessed Facilities") and the right to operate those
 facilities as more fully set forth in the Access Agreement.

                                       18
<PAGE>

                                  General Terms
17. Events of Default. Any one or more of the following shall be "Events of
 Default", or individually, an "Event of Default", hereunder unless a waiver or
 deferral thereof is agreed to in writing, in each instance, by Customer:
                  A. a material adverse change in the current financial
condition, business, operations or property and assets of Supplier occurs;
                  B. Supplier materially breaches any provision of this
Agreement;
                  C. Supplier breaches any provision of any Purchase Order, the
consequence of which would create a substantial likelihood of interrupting
Customer's production at its assembly operations;
                  D. if Supplier makes an assignment for the benefit of
creditors or a similar transfer of or action involving a material portion of
Supplier's assets, or a trustee, custodian or receiver is appointed over all or
substantially all of Supplier's property;
                  E. a Chapter 7 petition under the Bankruptcy Code is filed by
or against Supplier or if a Chapter 11 bankruptcy case filed by Supplier is
converted to Chapter 7 and Supplier has failed to successfully contest such
filing or conversion within thirty (30) days of the initiation of such action;
                  F. an event of default occurs under either the Loan Documents,
the LIFO Restructuring Agreement or the Restructuring Agreement, the consequence
of which is that the Lenders cease funding to Supplier;
                  G. any one or more of Supplier, the Noteholders or the Lenders
fails to comply with any provision of any one or more of the Restructuring
Agreement, the Restructuring Plan or Section 8 of this Agreement; or

                                       19
<PAGE>

                  H. Supplier is unable to obtain a commitment to refinance the
Remaining Senior Debt from either the Lenders or another lender on or before
June 1, 2006.
         Notwithstanding the foregoing, any breach, failure to perform or delay
 in the manufacture, production, assembly or delivery of the Components Parts
 (i) that is beyond Supplier's reasonable control in the conduct of its
 business, such as acts of God, fires, floods or other natural disasters,
 epidemics, quarantine restrictions, freight embargoes, unusually severe
 weather, wars, acts of terrorism and riots, or (ii) caused by Customer's
 failure to fulfill its obligations under this Agreement shall not constitute an
 "Event of Default" under the terms of this Agreement.

18. Authorization. The parties executing this Agreement warrant that they have
 the corporate power and authority to execute this Agreement and this Agreement
 has been duly authorized by the parties.

19. Cooperation. Each party agrees to cooperate fully with the other parties and
 to take all additional actions that may be necessary to give full force and
 effect to this Agreement.

20. Section Headings. The Section headings used in this Agreement are for
 convenience of reference only and are not to affect the construction hereof or
 be taken into consideration in the interpretation of this Agreement. All
 references to Sections, Schedules, and Exhibits are to Sections, Schedules, and
 Exhibits in or to this Agreement unless otherwise specified.

                                       20
<PAGE>

21. No Waiver; Cumulative Remedies; Unenforceability. No party to this Agreement
 shall by any act, delay, indulgence, omission, or otherwise be deemed to have
 waived any right or remedy under this Agreement or of any breach of the terms
 and conditions of this Agreement. A waiver by any party of any right or remedy
 under this Agreement on any one occasion shall not be construed as a bar to any
 right or remedy which that party would otherwise have had on a subsequent
 occasion. No failure to exercise, nor any delay in exercising, any right,
 power, or privilege under this Agreement, by any party shall operate as a
 waiver, nor shall any single or partial exercise of any right, power or
 privilege under this Agreement preclude any other or future exercise thereof or
 the exercise of any other right, power or privilege. The rights and remedies
 under this Agreement are cumulative, may be exercised singly or concurrently,
 and are not exclusive of any rights and remedies provided by any other
 agreements or applicable law. Should any provision of this Agreement be held
 invalid or unenforceable, the remainder of this Agreement will not be affected
 thereby.

22. Waivers and Amendments; Successors and Assigns. No term or provision of this
 Agreement may be waived, altered, modified, or amended except by a written
 instrument, duly executed by the parties hereto. This Agreement and all of the
 parties' obligations are binding upon their respective successors and assigns,
 and together with the rights and remedies of the parties under this Agreement,
 inure to the benefit of the parties and their respective successors and
 assigns. Supplier may not assign or transfer any right or obligation under this
 Agreement without the prior written consent of Customer.

23. Notices. All notices, requests, and other communications that are required
 or may be given under this Agreement must be in writing, and shall be deemed to
 have been given on the date of delivery, if delivered by hand, telecopy or
 courier, or three (3) days after mailing, if mailed by certified or registered
 mail, postage prepaid, return receipt requested, addressed as set forth below
 (which addresses may be changed, from time to time, by notice given in the
 manner provided in this Section):


                                       21

<PAGE>

            If given to Supplier:      Amcast Industrial Corporation
                                       7887 Washington Village Drive
                                       Dayton, Ohio  45459
                                       Facsimile: (937) 291-7007
                                       Attention:  Byron O. Pond

            with a copy to:            Thompson Hine LLP
                                       3900 Key Center
                                       127 Public Square
                                       Cleveland, Ohio  44114-1291
                                       Facsimile: (216) 566-5800
                                       Attention:  Alan R. Lepene, Esq.

            If given to GM:            General Motors Corporation
                                       Mail Code 480-206-116
                                       30009 Van Dyke
                                       P.O. Box 9025
                                       Warren, Michigan 48090-9025
                                       Facsimile: (586) 575-1519
                                       Attention:  Mark W. Fischer

            with a copy to:            Honigman Miller Schwartz and Cohn LLP
                                       2290 First National Building
                                       660 Woodward Avenue
                                       Detroit, Michigan  48226
                                       Facsimile:  (313) 465-7597
                                       Attention:  Robert B. Weiss, Esq.

            If given to Lenders:       KeyBank National Association
                                       Mail Code: OH-01-27-0504
                                       127 Public Square
                                       Cleveland, Ohio 44114-1306
                                       Facsimile:  (216) 689-8468
                                       Attention:  Dale E. Clayton

                                       22

<PAGE>



            with a copy to:            Porter Wright Morris & Arthur LLP
                                       925 Euclid Avenue
                                       Suite 1700
                                       Cleveland, Ohio 44115-1483
                                       Facsimile: (216) 443-9011
                                       Attention:  Philip E. Langer, Esq.

            If to the Noteholders:     Northwestern Mutual Life Insurance
                                       Company
                                       720 East Wisconsin Avenue
                                       Milwaukee, Wisconsin  50392-0800
                                       Facsimile:  (414) 665-7124
                                       Attention:  Mark Kishler

            with a copies to:          Northwestern Mutual Life Insurance
                                       Company
                                       720 East Wisconsin Avenue
                                       Milwaukee, Wisconsin  50392-0800
                                       Facsimile:  (414) 665-7016
                                       Attention:  Karen Stevens

                                       Mayer, Brown, Rowe & Maw LLP
                                       190 South LaSalle Street
                                       Chicago, Illinois  60603
                                       Facsimile:  (312) 706-8239
                                       Attention:  Lawrence K. Snider, Esq.

            If to Principal:           Principal Life Insurance Company
                                       801 Grand Avenue
                                       Des Moines, Iowa  50392-0800
                                       Facsimile:  (515) 248-2490
                                       Attention:  David S. Albright
            with copies to:
                                       Principal Life Insurance Company
                                       801 Grand Avenue
                                       Des Moines, Iowa  50392-0800
                                       Facsimile:  (515) 248-0483
                                       Attention:  Chris Henderson

                                       Mayer, Brown, Rowe & Maw LLP
                                       190 South LaSalle Street
                                       Chicago, Illinois  60603
                                       Facsimile:  (312) 706-8239
                                       Attention:  Lawrence K. Snider, Esq.

24. No Intended Third Party Beneficiary. The parties hereto acknowledge and
 agree that the rights and interests of the parties under this Agreement are
 intended to benefit solely the parties to this Agreement, except as expressly
 set forth in this Agreement.

                                       23
<PAGE>

25. Counterparts. This Agreement may be executed in any number of counterparts
 and by each party hereto on separate counterparts, each of which when so
 executed and delivered shall be an original, but all of which together shall
 constitute one and the same instrument, and it shall not be necessary in making
 proof of this Agreement to produce or account for more than one such
 counterpart. For purposes of this Agreement, facsimile signatures shall also
 constitute originals.

26. Entire Agreement; Conflicts; Ambiguous Language. This Agreement, together
 with any other agreements and schedules referenced to herein or executed in
 connection with this Agreement, constitutes the entire understanding of the
 parties in connection with the subject matter hereof. Except as expressly set
 forth in this Agreement, neither Supplier nor Customer are waiving, modifying
 or limiting any rights each may have under the Purchase Orders, which terms and
 conditions shall otherwise remain in full force and effect. To the extent any
 term or condition of this Agreement is inconsistent or in conflict with the
 terms of any other agreements between Supplier and Customer, the terms of this
 Agreement shall govern and control. This Agreement is being entered into among
 competent persons who are experienced in business and represented by counsel,
 and has been reviewed by the parties and their respective counsel. Therefore,
 any ambiguous language in this Agreement will not necessarily be construed
 against any particular party as the drafter of such language.

27. Governing Law. This Agreement is made in the State of Michigan and shall be
 governed by, and construed and enforced in accordance with, the laws of the
 State of Michigan, without regard to conflicts of law principles.

                                       24
<PAGE>

28. CONSULTATION WITH COUNSEL. THE PARTIES HERETO ACKNOWLEDGE THAT THEY HAVE
 BEEN GIVEN THE OPPORTUNITY TO CONSULT WITH COUNSEL BEFORE EXECUTING THIS
 AGREEMENT AND ARE EXECUTING SUCH AGREEMENT WITHOUT DURESS OR COERCION AND
 WITHOUT RELIANCE ON ANY REPRESENTATIONS, WARRANTIES OR COMMITMENTS OTHER THAN
 THOSE REPRESENTATIONS, WARRANTIES AND COMMITMENTS SET FORTH IN THIS AGREEMENT.

29. WAIVER OF JURY TRIAL. THE PARTIES HERETO ACKNOWLEDGE THAT THE RIGHT TO TRIAL
 BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT THIS RIGHT MAY BE WAIVED. THE
 PARTIES EACH HEREBY KNOWINGLY, VOLUNTARILY AND WITHOUT COERCION, WAIVE ALL
 RIGHTS TO A TRIAL BY JURY OF ALL DISPUTES ARISING OUT OF OR IN RELATION TO THIS
 AGREEMENT, THE PURCHASE ORDERS, OR ANY OTHER AGREEMENTS BETWEEN THE PARTIES
 RELATED TO SUPPLIER. NO PARTY SHALL BE DEEMED TO HAVE RELINQUISHED THE BENEFIT
 OF THIS WAIVER OF JURY TRIAL UNLESS SUCH RELINQUISHMENT IS IN A WRITTEN
 INSTRUMENT SIGNED BY THE PARTY TO WHOM SUCH RELINQUISHMENT WILL BE CHARGED.

                           AMCAST INDUSTRIAL CORPORATION

                           By:
                              -------------------------------------

                                    Its:
                                        -----------------------------

[Signatures continued on the following page]


                                       25
<PAGE>




[Signatures continued from the previous page]




                             GENERAL MOTORS CORPORATION


                             By:
                                ---------------------------------------

                                      Its:
                                          ------------------------------

[Signatures continued on the following page]


                                       26
<PAGE>


[Signatures continued from the previous page]

                               KEYBANK NATIONAL ASSOCIATION
                               As Agent for the Lenders


                               By:
                                  ------------------------------------------

                                        Its:
                                            ---------------------------------

[Signatures continued on the following page]


                                       27
<PAGE>


[Signatures continued from the previous page]

                     PRINCIPAL LIFE INSURANCE COMPANY


                     By:
                        -----------------------------------------------

                              Its:
                                  --------------------------------------

[Signatures continued on the following page]

                                       28
<PAGE>


[Signatures continued from the previous page]

                          THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY


                          By:
                             ----------------------------------------------

                                   Its:
                                       --------------------------------------





DET_C\562229.4


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>accessagrmnt.txt
<DESCRIPTION>EXHIBIT 10.1 - ACCESS AND SECURITY AGREEMENT
<TEXT>

                          ACCESS AND SECURITY AGREEMENT


         Amcast Industrial Corporation ("Supplier") and General Motors
Corporation ("GM" or the "Customer"), enter into this Access and Security
Agreement (the "Agreement") on August 28, 2003.

                                    RECITALS

         A. Pursuant to certain purchase orders and/or supply contracts issued
by the Customer to Supplier (collectively, the "Purchase Orders"), Supplier is
obligated to manufacture and supply the Customer with the Customer's
requirements for certain Component Parts (as defined below).

         B. KeyBank National Association and certain other financial
institutions (collectively, with KeyBank National Association, the "Bank" or
"Lender") provide substantially all of Supplier's financing.

         C. Customer has agreed to make certain accommodations to Supplier and
Lender pursuant to an Accommodation Agreement dated as of the date hereof (the
"Accommodation Agreement"), among the Customer, the Supplier and the Lender. It
is a condition of the Accommodation Agreement that Supplier execute and deliver
this Agreement with regard to each of Supplier's facilities listed on Exhibit A
attached hereto.

         D. Supplier acknowledges that any delay in production of the Component
Parts or default under the Purchase Orders may cause the Customer irreparable
harm.

         E. The Supplier is entering into this Agreement for the benefit of
Customer to afford the Customer the right to use certain of Supplier's assets as
provided below if a "Default" (as defined below) occurs and to induce Customer
to defer its right to resource existing business.

         BASED ON THE FOREGOING RECITALS which are incorporated as
representations and warranties of the parties, and other good and valuable
consideration, the receipt and sufficiency of which are acknowledged, Supplier
and the Customer agree as follows:

                              TERMS AND CONDITIONS

         1. Defined Terms. In addition to those terms defined elsewhere in this
Agreement, the following terms have the indicated meanings, unless the context
otherwise requires:

                                                                               1
<PAGE>

                  "Accounts" means any "account" or "chattel paper," as defined
         in Sections 9-102(a)(2) and 9-102(a)(11), respectively, of the Code,
         owned now or hereafter by Supplier, and shall also mean and include (i)
         all accounts receivable, contract rights, book debts, notes, drafts,
         instruments, documents, acceptances, payments under leases and other
         forms of obligations, now owned or hereafter received or acquired by or
         belonging or owing to Supplier (including under any trade name, styles,
         or division thereof) whether arising out of goods sold or leased or
         services rendered by Supplier or from any other transaction, whether or
         not the same involves the sale of goods or services by Supplier
         (including, without limitation, any such payment obligation or right to
         payment which might be characterized as an account, contract right,
         general intangible, or chattel paper under the Uniform Commercial Code
         in effect in any jurisdiction); (ii) all monies due to or to become due
         to Supplier under all contracts for the sale or lease of goods or the
         performance of services by Supplier (whether or not yet earned by
         performance on the part of Supplier) now in existence or hereafter
         arising; and (iii) deposit accounts, insurance refunds, tax refunds,
         tax refund claims and related cash and cash equivalents, now owned or
         hereafter received or acquired by or belonging or owing to Supplier.

                  "Code" means the Uniform Commercial Code as in effect in the
         State of Michigan as of the date of this Agreement.

                  "Component Parts" shall mean all goods to be manufactured or
         produced by Supplier for or sold to the Customer pursuant to the terms
         of the Purchase Orders.

                  "Contract Rights" means all rights of Supplier (including to
         payment) under each Contract (defined below).

                  "Contracts" means, collectively, any licensing agreements and
         any and all other contracts, supply agreements, or other agreements
         used in or related to the manufacture of Component Parts and in or
         under which Supplier may now or hereafter have any right, title, or
         interest and which pertain to the lease, sale, or other disposition by
         Supplier of Equipment, Inventory, fixtures, real property, or the right
         to use or acquire personal property, as any of the same may from time
         to time be amended, supplemented, or otherwise modified.

                  "Default" shall mean any of the following events:

                  (a)      Supplier acknowledges in writing that it is unable to
                           timely satisfy the respective delivery requirements
                           of Component Parts of the Customer and will not be
                           able to cure such defaults within a reasonable period
                           of time; provided, however, that delivery
                           requirements are consistent with (and no more onerous
                           than) releases customarily issued by the Customer
                           pursuant to the parties' previous course of dealing;

                                                                               2
<PAGE>

                  (b)      A voluntary or involuntary petition under Chapter 7
                           of the Bankruptcy Code is filed against Supplier and
                           the petition is not (i) dismissed within 30 days or
                           (ii) converted to a proceeding under Chapter 11 of
                           the Bankruptcy Code within 30 days;

                  (c)      Supplier makes an assignment for the benefit of
                           creditors or a similar transfer of or action
                           involving a material portion of the Operating Assets
                           or real property, or a trustee, custodian or receiver
                           is appointed over all or substantially all of
                           Supplier's property;

                  (d)      Supplier ceases to satisfy the Customer's
                           requirements pursuant to releases issued by the
                           Customer to Supplier so as to result in the imminent
                           interruption of Customer's assembly operations;
                           provided, however, that delivery requirements are
                           consistent with (and no more onerous than) releases
                           customarily issued by the Customer pursuant to the
                           parties' previous course of dealing;

                  (e)      Supplier fails or refuses for any reason (other than
                           a breach by Customer) to ship or produce Component
                           Parts, the consequence of which is a substantial
                           likelihood that production at Customer's assembly
                           plant is interrupted;

                  (f)      Any secured or lien creditor commences a foreclosure
                           action of its liens, security interests and/or
                           mortgages in or against a material portion of the
                           Operating Assets; provided, however, if such action
                           does not interfere with Supplier's use of the
                           Operating Assets, the commencement of such action
                           will not constitute an Event of Default, if such
                           action is dismissed within 30 days following its
                           commencement; or

                  (g)      An Event of Default occurs under the Accommodation
                           Agreement.

Notwithstanding the foregoing: (i) a Default under this Agreement cannot be
created or caused by the Customer's resourcing of any Component Part in
violation of the terms of this Agreement, and (ii) any breach, failure to
perform or delay in the manufacture, production, assembly or delivery of
Component Parts beyond Supplier's reasonable control in the conduct of its
business, including acts of God, fires, floods or other natural disasters,
epidemics, quarantine restrictions, freight embargoes, unusually severe weather,
wars, acts of terrorism and riots, shall not constitute a Default under the
terms of this Agreement.

                  "Documents" means all "documents" as defined in Section
9-102(a)(30) of the Code.

                  "Equipment" means any "equipment," as that term is defined in
         Section 9-102(a)(33) of the Code, now or hereafter owned by Supplier,
         which is
                                                                               3
<PAGE>

         used or related to the manufacture of Component Parts, and
         shall also mean and include all machinery, equipment, vehicles,
         furnishings, and fixtures (as such terms are defined in Section
         9-102(a)(41) of the Code) now owned or hereafter acquired by Supplier,
         including, without limitation, all items of machinery and equipment of
         any kind, nature and description, whether affixed to real property or
         not, as well as all additions to, substitutions for, replacements of or
         accessions to any of the foregoing items and all attachments,
         components, parts (including spare parts), and accessories whether
         installed thereon or affixed thereto in each case to the extent used in
         or related to the manufacture of Component Parts.

                  "General Intangibles" means all "general intangibles," as such
         term is defined in Section 9-102(a)(42) of the Code, now or hereafter
         owned by Supplier, which are used in or related to the manufacture of
         Component Parts, including, without limitation, customer lists, rights
         in intellectual property, goodwill, trade names, service marks, trade
         secrets, patents, trademarks, copyrights, applications therefor,
         permits, licenses, now owned or hereafter acquired by Supplier, but
         excluding items described in the definition of Accounts.

                  "Instruments" means all "instruments," as defined in Section
9-102(a)(47) of the Code.

                  "Intellectual Property" means all now existing or hereafter
         acquired patents, trademarks, copyrights, inventions, licenses,
         discoveries, processes, know-how, techniques, trade secrets, designs,
         specifications and the like (regardless of whether such items are now
         patented or registered, or registerable, or patentable in the future),
         and all technical, engineering, or other information and knowledge,
         production data and drawings, in each case to the extent used in or
         related to the manufacture of Component Parts, including without
         limitation, all items, rights and property defined as Intellectual
         Property under 11 U.S.C. Section 101, as amended from time to time.

                  "Inventory" means any "inventory," as that term is defined in
         Section 9-102(a)(48) of the Code, wherever located, now owned or
         hereafter acquired by Supplier or in which Supplier now has or
         hereafter may acquire any right, title or interest including, without
         limitation, all goods and other personal property now or hereafter
         owned by Supplier which are leased or held for sale or lease or are
         furnished or are to be furnished under a contract of service or which
         constitute raw materials, work in process or materials used or consumed
         or to be used or consumed in Supplier's business, or in the processing,
         packaging or shipping of the same, and all finished goods.

                  "Obligations" means solely the obligation to provide the
         Customer or its designee(s) the "Right of Access" as defined below.

                  "Operating Assets" means all assets necessary or helpful for
         production of Component Parts, wherever located, including Equipment,
         Real Estate, Contract Rights (other than Contract Rights in respect of
         Inventory) and General

                                                                               4
<PAGE>

         Intangibles, but specifically excluding any
         Accounts, Inventory, Documents, Instruments, chattel paper and Proceeds
         of such excluded items and proceeds of General Intangibles as defined
         below.

                  "Proceeds" shall have the meaning provided it under the
         Section 9-102(a)(64) of the Code and, in any event, shall include, but
         not be limited to: (i) any and all proceeds of any insurance,
         indemnity, warranty, or guaranty payable to Supplier from time to time
         with respect to any of the Collateral; (ii) any and all payments (in
         any form whatsoever) made or due and payable to Supplier from time to
         time in connection with any requisition, confiscation, condemnation,
         seizure, or forfeiture of all or any part of the Collateral by any
         governmental body, authority, bureau, or agency (or any Person acting
         under color of governmental authority): and (iii) any and all other
         amounts from time to time paid or payable under or in connection with
         any of the Collateral.

                  "Real Estate" means the real property set forth on the
attached Exhibit 1.

         2. Grant of Liens and Security Interests. As collateral security for
the Obligations, Supplier hereby grants to the Customer a continuing security
interest in the Operating Assets and Real Estate, as all are defined herein,
whether now owned or hereafter acquired by Supplier, or in which Supplier now
has or at any time in the future may acquire any right, title or interest
("Collateral"). Further, Supplier hereby grants the Customer permission to file
on its behalf any financing statements deemed necessary by the Customer to
perfect its security interest granted hereby. The security interests granted to
the Customer pursuant to this Agreement to secure the Obligations shall be
junior to the liens and security interests granted to Bank (and any security
interests perfected before the date of this Agreement) in all respects.

         3. Right of Access

         (a) General. Upon a Default, the Customer or its agreed-upon
designee(s) shall have a right, but not the obligation, to use and occupy the
Operating Assets and Real Estate to manufacture Component Parts (the "Right of
Access") for a period of up to 360 days ("Access Period") commencing upon the
occurrence of a Default and Customer invoking its Right of Access as set forth
below. Customer may invoke the Right of Access by delivering written notice to
Supplier and to Lender indicating its intention to invoke the Right of Access.
The Customer shall have no right to sell, transfer, or dispose of the Operating
Assets or the Real Estate as part of the Right of Access or as the holder of a
security interest in the Operating Assets.

         (b) The Customer's Obligations. If the Customer invokes the Right of
Access for itself or its designee(s), the Customer and its designee shall:

                         (i)  use  such  reasonable  care  in  the  custody  and
                    preservation  of the  Operating  Assets and Real Estate as a
                    prudent owner would use in  connection  with the custody and
                    preservation  of its own  assets,  and  indemnify  and  hold
                    harmless Supplier, its officers and directors,
                                                                               5
<PAGE>

                    and the Bank
                    and the owners of the Real Estate from any  physical  damage
                    to property, including the Operating Assets and Real Estate,
                    or physical injury suffered by third parties caused directly
                    or indirectly by the Customer or its  designee's  use of the
                    Operating  Assets and Real Estate during the Access  Period,
                    which  obligation  to indemnify  shall not be subject to any
                    right of setoff or recoupment that Customer may have against
                    Supplier;

                  (ii)     indemnify, defend and hold Bank and Supplier and
                           their respective officers, directors, employees and
                           agents harmless from any and all costs, expenses
                           (including reasonable attorneys' fees), losses,
                           damages, liabilities or injury arising from claims or
                           liabilities arising or accruing after the date of
                           Customer's exercise of the Right of Access,
                           regardless of when such claims are asserted, which
                           obligation to indemnify shall not be subject to any
                           right of setoff or recoupment that Customer may have
                           against Supplier;

                  (iii)    insure with comparable coverage, loss payees and
                           additional insureds and maintain the Operating Assets
                           and the Real Estate in the same condition as existed
                           on the date the Customer exercised the Right of
                           Access, ordinary wear and tear excepted;

                  (iv)     pay the actual costs and expenses incurred in
                           connection with the manufacturing of Component Parts
                           during the Access Period, including, without
                           limitation, utilities and other overhead expenses,
                           prorated property taxes and assessments attributable
                           to the Operating Assets and Real Estate, royalty
                           payments under licenses with third parties, and any
                           payments due on account of any of the Operating
                           Assets which are leased from third parties and leased
                           Real Estate;

                  (v)      subject to the Customer's or its designee's right to
                           use and occupy the Operating Assets and Real Estate
                           during the Access Period, afford Supplier's
                           representatives (and representatives of the Bank,
                           secured creditors or mortgagees of the Operating
                           Assets and/or Real Estate) reasonable access to
                           inspect the Operating Assets and the Real Estate, to
                           prepare for a liquidation of the Operating Assets and
                           Real Estate at the end of the Access Period, and to
                           sell any asset other than the Operating Assets and
                           Real Estate prior to expiration of the Access Period;

                  (vi)     subject to Supplier's other customers agreeing to:
                           (a) make payment to the Customer or its designee(s)
                           on account of its allocable share of overhead and
                           related expenses and all direct expenses related to
                           such other customer's production; and (b) Supplier
                           making the necessary tangible personal property
                           available for use during the Access Period, the
                           Customer agrees,
                                                                               6
<PAGE>

                           for itself and its designee(s), to
                           produce parts for such other customers during the
                           Access Period or to provide the other customers
                           access provided such customers do not interfere with
                           the production of Component Parts;

                  (vii)    pay to the Lender monthly in advance, on account of
                           Supplier, a use and occupancy charge for each of
                           Supplier's facilities at which Customer exercises the
                           Right of Access as set forth on Exhibit 3(b)(vii);

                  (viii)   Within forty-five (45) days after Customer exercises
                           the Right of Access, Customer shall cause all
                           accounts payable existing in Customer's account
                           payable system on the date on which the Customer
                           exercises the Right of Access to be paid directly to
                           Lender net of "Allowed Setoffs" (as defined in the
                           Accommodation Agreement). Customer will exercise its
                           commercial best efforts to reconcile any remaining
                           accounts payable to Supplier.

                  (c)      If Customer invokes its Right of Access, Supplier
                           shall comply with the following:

                         (i) If Customer  exercises  the Right of Access (at the
                    Customer's election in its sole discretion),  Supplier shall
                    use  commercially  reasonable  efforts to continue to employ
                    those of its  employees  which the Customer  determines  are
                    necessary to maintain  production  of  Component  Parts (the
                    "Employees") and in turn lease the Employees to the Customer
                    or the  Customer's  designee(s),  and  the  Customer  or its
                    designee(s)  shall  reimburse  Supplier  for all  costs  and
                    expenses relating to Supplier's  employment of the Employees
                    incurred  during the Access  Period.  Without  limiting  the
                    generality of the foregoing, the Customer or its designee(s)
                    shall reimburse Supplier all amounts incurred by Supplier to
                    meet its regular payroll  obligations,  including  salaries,
                    wages, payroll taxes,  workers'  compensation,  unemployment
                    insurance,  disability insurance, welfare, pension and other
                    payments and  contributions  required to be made by Supplier
                    with respect to the Employees, which are incurred during the
                    Access  Period,  but in no event will the Customer be liable
                    for any  costs  for  unfunded  pension  liability  or  other
                    obligations  relating  to  service  prior  to the  time  the
                    Customer exercises the Right of Access.  Notwithstanding the
                    foregoing,  under  no  circumstances  will the  Customer  be
                    responsible for reimbursing  Supplier for costs and expenses
                    relating to  Supplier's  employment  of the Employees to the
                    extent the Employees are  performing  services  unrelated to
                    the production of the Component Parts;

                                                                               7
<PAGE>

                  (ii)     During the Access Period, Supplier shall not increase
                           compensation or benefits of the Employees without the
                           consent of the Customer, except as may be required by
                           applicable law;

                  (iii)    Supplier shall indemnify, defend and hold the
                           Customer, its designee(s) and its employees and
                           agents harmless from any and all costs, expenses
                           (including reasonable attorneys' fees), losses,
                           damages, liabilities or injury arising from claims or
                           liabilities arising or accruing prior to the date of
                           the Customer's exercise of the Right of Access, so
                           long as such claims are asserted within the
                           applicable statute of limitations; and

                  (iv)     During the Access Period, Supplier agrees that the
                           Customer and its designee(s) and agents and
                           representatives shall have reasonable access to
                           Supplier's books and records for the purposes of
                           confirming and calculating the amounts due, if any,
                           from the Customer under this Agreement.

         (d) Right to Terminate. The Customer shall have the absolute right to
terminate the Right of Access upon twenty (20) days' written notice to Supplier
and to the Lender. Upon expiration of the notice period, the Access Period will
terminate (and thereafter shall not be recommenced or invoked by the Customer)
and, except for the Customer's obligations under subparagraph b(i) and (ii),
payment of any amounts payable under subparagraphs b(i) through (viii) above not
paid as of the termination of the Access Period, and Customer ensuring that the
Operating Assets and the Real Estate are left in a safe and secure state, the
Customer shall have no further obligations or liabilities to Supplier on account
of the Right of Access.

         (e) Specific Performance. IN CONNECTION WITH ANY ACTION OR PROCEEDING
TO ENFORCE THE RIGHT OF ACCESS, SUPPLIER ACKNOWLEDGES THAT THE CUSTOMER WILL NOT
HAVE AN ADEQUATE REMEDY AT LAW, THAT THE OPERATING ASSETS AND REAL ESTATE ARE
UNIQUE AND THAT THE CUSTOMER SHALL BE ENTITLED TO SPECIFIC PERFORMANCE OF
SUPPLIER'S OBLIGATIONS TO AFFORD THE CUSTOMER ITS RIGHT OF ACCESS UNDER THIS
AGREEMENT.

         (f) Appointment of Receiver. In addition to any rights and remedies the
Customer may have as a secured creditor or under the terms of this or any other
agreement between the Customer and Supplier, the Customer shall have the right
to the appointment of a receiver to effectuate the Right of Access. In
connection with any hearing on the appointment of a receiver, Supplier agrees
that at least twenty-four (24) hours' actual notice of any request for a hearing
on such appointment shall be adequate notice and that the only issue to be
litigated at the hearing will be whether or not a Default has occurred.

         (g) Irreparable Harm; Limitation of Notice. SUPPLIER ACKNOWLEDGES THAT
THE CUSTOMER MAY SUFFER IRREPARABLE HARM IF THE CUSTOMER

                                                                               8
<PAGE>

INVOKES THE RIGHT OF
ACCESS AND SUPPLIER FAILS TO COOPERATE WITH THE CUSTOMER IN ALLOWING THE
CUSTOMER TO EXERCISE THE RIGHT OF ACCESS UNDER THIS AGREEMENT. ACCORDINGLY,
PROVIDED THAT SUPPLIER RECEIVES AT LEAST TWENTY-FOUR (24) HOURS' ACTUAL NOTICE
OF ANY REQUEST FOR HEARINGS IN CONNECTION WITH PROCEEDINGS INSTITUTED BY THE
CUSTOMER, SUPPLIER WAIVES, TO THE FULLEST EXTENT POSSIBLE UNDER APPLICABLE LAW,
THE RIGHT TO NOTICE IN EXCESS OF 24 HOURS IN CONNECTION WITH ANY JUDICIAL
PROCEEDINGS INSTITUTED BY THE CUSTOMER TO ENFORCE THE RIGHT OF ACCESS.

         4. Obligation to Purchase Inventory. If the Customer elects to exercise
the Right of Access, the Customer shall purchase all raw materials, work in
process and finished goods inventory related to goods produced by Supplier for
Customer which are usable by the Customer and in a merchantable condition at
such time (collectively, the "Subject Inventory"). For purposes of this
Agreement, the term "usable" means usable in the production of Component Parts
in the quantities called for by the Customer's fabrication authorization and the
releases issued against current Purchase Orders in effect as of the date the
Customer exercises the Right of Access. The term "merchantable" as used in this
Agreement means merchantable as defined in UCC ss. 2-314. The Customer may not
use any Inventory of Supplier which is not purchased pursuant to this paragraph.
The Customer will purchase the Subject Inventory (free and clear of all liens
and security interests granted in favor of Bank) for the following amounts:

         (a)   for raw materials, 100 percent (100%) of Supplier's actual cost;

         (b) for work in process, 85 percent (85%) of the pro-rated Purchase
Order price if the same were completed (with such pro-ration made on a
percentage completion basis); and

         (c) for finished goods, 100 percent (100%) of the price called for by
the underlying purchase order or supply contract, as amended from time to time
to reflect any price increase agreed to by Supplier and the Customer.

Customer will purchase the Subject Inventory on an as needed basis. Lender and
Supplier are obligated to deliver the Subject Inventory purchased by Customer to
Customer free and clear of any and all liens, claims and security interests.
Customer will only be obligated to purchase the Subject Inventory under this
Agreement if Lender can satisfy all of the requirements of this Agreement and
Customer is allowed to take possession of the Subject Inventory no later than
fifteen (15) days after Customer exercises the Right of Access. For
clarification, Customer agrees to pay for any freight costs associated with
Customer's removal of the Subject Inventory from Supplier's premises. Supplier
acknowledges that the foregoing prices to be paid for the Subject Inventory by
Customer constitute commercially reasonable prices, and that any sale pursuant
to the foregoing shall be deemed to be commercially reasonable in all respects,
including method, time, place and terms. The parties agree that they

                                                                               9
<PAGE>

will
undertake a physical inventory as soon as reasonably practical after invocation
of the Right of Access.

         5. License. Subject to subsection (a) below, Supplier hereby grants the
Customer a non-exclusive worldwide, irrevocable, fully paid right and license to
use any Intellectual Property necessary or helpful for the manufacture of the
Component Parts for the Customer's use and/or use by third parties (the
"License"). The Customer's right to use the License shall include the right to
grant one or more third parties sublicenses for the manufacture of Component
Parts, provided, however, that any sublicensee must satisfy the terms of this
Agreement and sublicensing will have no effect on the Customer's obligations
under this Agreement.

         (a) Right to Use License. Although the License is being granted to the
Customer as of the date set forth above, the Customer agrees that neither it nor
its sublicensees will utilize the License unless:

         Customer invokes the Right to Access (and then it will only use the
         License during the Access Period after which the rights granted in this
         paragraph 5 shall automatically expire and be of no further force and
         effect).

         (b) No Royalty. For all purposes, Supplier has been fully paid for the
License and other rights granted to the Customer under this Agreement (except as
otherwise provided in this Agreement) and (except as otherwise provided in this
Agreement) no royalties, fees, payments, charges or other consideration shall be
due from the Customer on account of the License or this Agreement or the
Customer's (or sublicensee's) use of the License or other rights granted
pursuant to this Agreement. The above is not intended to relieve the Customer in
any way of payment obligations under this Agreement, or of any other payment
obligations contained herein, in the Accommodation Agreement or which may
otherwise exist.

         (c) Protection of Ownership. The Customer shall treat and preserve the
Intellectual Property in accordance with the same practices employed by the
Customer to safeguard its own intellectual property against unauthorized use and
disclosure and will only use such information, data and trade secrets during the
Access Period in connection with producing Component Parts. The foregoing
obligations of the Customer shall not be applicable to information which is now
or becomes hereafter available to the public through no action, conduct,
admission or fault of the Customer. Without waiving any rights under the
Purchase Orders, which rights, if any, are expressly reserved, no such
sub-licensee shall have any rights respecting the continued use of intellectual
property upon terminating the Access Period. The provisions of this paragraph
shall survive termination of this Agreement.

         (d) Sale of Intellectual Property. Nothing contained herein shall
prevent Supplier from marketing and selling the Intellectual Property subject to
the rights of Customer granted under this section 5 of the Agreement.

                                                                              10
<PAGE>


         6. Protection of Production. Subject to its obligations under the
Customer's Accommodation Agreement, the Customer shall have the unlimited right
to, among other things, enter into discussions, negotiations, and agreements
regarding the production of the Component Parts by any potential alternative
supplier(s), including without limitation, any current or former agents,
consultants, directors, employees, or officers of Supplier so long as such
parties are not subject to restrictions under a noncompetition agreement.

         7. Customer's Tooling. All parties agree to be bound by the terms of
Section 13 of the Accommodation Agreement.

         8. Bankruptcy Court Approvals. In the event that bankruptcy is filed,
Supplier hereby agrees that it will exercise its best efforts in good faith to
obtain the Bankruptcy Court's entry of a final order under 11 U.S.C. ss. 364 or
ss. 363 and ss. 105, binding on any subsequently appointed chapter 11 or chapter
7 trustee, confirming the Customer's rights under this Agreement and authorizing
Supplier to enter into same.

         9. Rights of the Customer; Limitations on the Customer's Obligations.
Unless the Customer exercises the Right of Access, in which case the Customer
shall have the obligations as are expressly provided in this Agreement, except
as provided by applicable law, the Customer shall not have any obligation or
liability by reason of or arising out of this Agreement nor shall the Customer
be required or obligated in any manner to perform or fulfill any of the
obligations of Supplier under this Agreement.

         10. Remedies. Subject to the terms of any agreement between the
Customer and the Bank, upon a Default and the expiration of any applicable cure
periods, the Customer shall have all rights and remedies provided in this
Agreement, in any other agreements with Supplier, and all rights and remedies
available to a secured creditor under applicable law provided that the
Customer's rights as a secured creditor shall be strictly limited to enforcing
its Right of Access under this Agreement. The Customer shall have no right to
attach, foreclose, sell or otherwise dispose of all or any portion of the
Collateral and shall not have the right to recover any proceeds from the sale or
other disposition of all or any portion of the Collateral. Further, in
connection with the Customer's rights and remedies under this Agreement:

         (a) Supplier waives any right it may have to require the Customer to
foreclose its security interests and liens and/or reduce the Obligations to a
monetary sum;

         (b) If the Customer exercises the Right of Access, the Customer shall
be treated as a secured party in possession and the Customer's use and occupancy
of the Operating Assets will not be deemed to be acceptance of such assets in
satisfaction of the Obligations; and

         (c) All of the Customer's rights and remedies under this Agreement are
cumulative and not exclusive of any rights and remedies under any other
agreement or under applicable law.

                                                                              11
<PAGE>


         11. Injunctive Relief. Given that the Customer may incur significant
damages if Supplier fails to timely satisfy its obligations to the Customer and
the Customer's assembly plant operations may be negatively impacted, and because
the Customer does not have adequate remedy at law and would be irreparably
harmed by such events, Supplier agrees that the Customer shall be entitled to
injunctive relief (both prohibitive and mandatory) in connection with any
Default by Supplier under this Agreement. The Customer agrees to provide the
Bank notice of any proceeding seeking injunctive relief simultaneous with
providing such notice to Supplier.

         12. Representations and Warranties. Supplier represents and warrants to
the Customer that:

         (a) Title; No Other Security Interests. Except for the security
interest granted under this Agreement to the Customer, and the liens and
security interests granted to the Bank and Bank One, NA, Supplier owns the
Collateral free and clear of any and all security interests or claims of others.

         (b) Addresses. Supplier's chief executive office and the location of
the Collateral are set forth in paragraph 23 and shall not be changed without
prior written notice to the Customer, but the Operating Assets, wherever
located, are covered by this Agreement. Supplier must immediately advise the
Customer in writing of any change in its name, trade name, address, or form of
organization.

         (c) Trade Names. Any and all trade names under which Supplier transacts
any part of its business, and all former names of Supplier, are those which have
been previously disclosed to the Customer in writing.

         (d) Accuracy of Information. All information, certificates, or
statements given to the Customer under this Agreement must be true and complete
in all material respects, when given.

         13. Covenants. Supplier covenants and agrees with the Customer that
from and after the date of this Agreement until the Obligations are paid in
full:

         (a) Further Documentation. At any time and from time to time, upon the
written request of the Customer, and at Supplier's sole expense, Supplier will
promptly and duly execute and deliver any and all such further instruments and
documents and take such further action as the Customer may reasonably request
for the purpose of obtaining the full benefits of this Agreement and of the
rights and powers herein granted.

         (b) Payment of Obligations. Subject to the provisions of section
3(b)(iv) of this Agreement, Supplier will pay promptly when due, all taxes,
assessments and governmental charges or levies imposed upon the Collateral and
the Real Estate or in respect of Supplier's income or profits, as well as all
claims of any kind (including, without limitation, claims for labor, materials
or supplies) against or with respect to the Collateral and Real Estate.

                                                                              12
<PAGE>


         (c) Sales or Dispositions of Assets; Certain Uses Prohibited. Supplier
will not sell or otherwise dispose of or encumber the Operating Assets or the
Real Estate, except in the ordinary course of business, without the written
consent of the Customer, which consent will not be unreasonably withheld, and
the Bank. Further, Supplier will not use any of the Operating Assets or the Real
Estate in any way which would materially adversely affect the Customer's Right
of Access or the Customer's other rights and remedies under this Agreement.
Supplier acknowledges and agrees that it will be reasonable for the Customer to
withhold consent if the proposed sale or encumbrance impairs, or may impair, the
Customer's rights under this or any other Agreement between the Customer and
Supplier.

         (d) Limitations on Modifications of Agreements, etc. Supplier will not,
other than in the ordinary course of business: (i) amend, modify, terminate, or
waive any provision of any Contract which might materially adversely affect the
Customer's Right of Access; or (ii) fail to exercise promptly and diligently
each and every right which it may have under each Contract in any manner which
could materially adversely affect the Customer's Right of Access or the
Customer's other rights or remedies under this Agreement.

         (e) Maintenance of Insurance. Subject to the provisions of section
3(b)(iii) of this Agreement, Supplier must, at its expense, keep and maintain
the Collateral and the Real Estate insured against all risk of loss or damage
from fire, theft, malicious mischief, explosion, sprinklers, and all other
hazards or risks of physical damage included within the meaning of the term
"extended coverage" in amounts as are ordinarily insured against by other
similar businesses and shall name, in addition to Bank, the Customer as loss
payee and additional insured thereon. The Customer agrees that any and all
proceeds of insurance, including any Proceeds, shall be paid to Bank until such
time as all of Supplier's indebtedness and other obligations to Bank have been
irrevocably paid, satisfied and discharged in full.

         (f) Right of Inspection; Cooperation. In addition to any rights the
Customer may have under the Purchase Orders, the Customer and its
representatives shall, at Customer's expense, upon reasonable request and at
reasonable times, have the right to enter into and upon any premises where any
of the Collateral and the Real Estate are located for the purpose of inspecting
the same, observing their use or otherwise protecting the Customer's interests
therein. The Customer will take reasonable steps to maintain the confidentiality
of information obtained by the Customer, except as required by law.

         (g) Notice of Default. Supplier will provide immediate notice to the
Customer, by way of facsimile transmission and overnight express mail service,
of its or its attorneys' or agents' receipt of any notice of default under
Supplier's agreements with the Bank, or any other secured creditors including
but not limited to taxing authorities. Supplier hereby grants to the Customer
the option, but not the obligation, to exercise whatever rights to cure defaults
that Supplier has under such agreements or by law.

                                                                              13
<PAGE>


         14. Secured Party and Lessor Acknowledgments.

                  (a) Supplier will obtain the Bank's acknowledgment to the
                  rights and interests granted to the Customer under this
                  Agreement by providing a copy of a form substantially similar
                  to Schedule 14(a) executed by a duly authorized representative
                  of the Bank.

                  (b) If subsequent to the execution of this Agreement, Supplier
                  intends to grant additional or further security interests,
                  liens or mortgages in the Collateral or the Real Estate to any
                  party other than the Customer or the Bank, ten (10) business
                  days prior to granting such liens, security interests,
                  mortgages, or leaseholds, Supplier must deliver to the
                  Customer an acknowledgment from such secured creditors,
                  mortgagees, and/or lessees in a form substantially similar to
                  Schedule 14(a).

                  (c) Upon the request of the Customer, Supplier will deliver to
                  the Customer acknowledgements of the lessors of leased Real
                  Property to the Customer's rights hereunder, in a form
                  substantially similar to Schedule 14(b) (attached).

         15. Term. The rights granted to the Customer under this Agreement shall
continue as long as any Purchase Orders are in effect (exclusive of any
termination of such Purchase Orders by Supplier) unless (a) the Customer has
invoked the Right of Access prior to the expiration of the Purchase Orders, in
which case this Agreement shall expire and the Customer shall promptly release
the lien and security interest granted in paragraph 2 above, upon the earlier of
(i) the expiration of the Access Period, or (ii) when Customer's requirements
under the Purchase Orders are satisfied or all of the Component Parts are
resourced, or (b) upon the sale of the Operating Assets to a "Qualified Buyer"
(as defined in the Accommodation Agreement) who agrees to perform the Purchase
Orders on the existing terms and who can reasonably demonstrate the ability to
perform such Purchase Orders.

         16. Confidential Information and Data. Without limiting the Customer's
rights under this Agreement, to the extent the Operating Assets include or the
Customer or its designee(s) otherwise comes into possession of or becomes aware
of, Supplier's trade secrets or proprietary information during the Customer's
exercise of the Right of Access, the Customer and its designee(s) must (a) keep
the information, data, and trade secrets confidential; and (b) only use the
information, data, and trade secrets during the Access Period in connection with
producing Component Parts. The provisions of this paragraph shall survive
termination of this Agreement. The Customer acknowledges and agrees that
Supplier will suffer irreparable harm if the Customer or its designee(s) violate
or breach their obligations under this paragraph 16. The Customer agrees that
Supplier shall be entitled to injunctive relief (both prohibitive and mandatory)
in connection with any violations by the Customer or its designee(s) of their
obligations under this paragraph 16.

                                                                              14
<PAGE>

         17. Severability. Should any provision of this Agreement be held
invalid, prohibited or unenforceable in any one jurisdiction it shall, as to
that jurisdiction only, be ineffective to the extent of such holding without
invalidating the remaining provisions of this Agreement, and any such holding
does not invalidate or render unenforceable that provision in any other
jurisdiction wherein it would be valid and enforceable.

         18. Authorization. The parties executing this Agreement as
representatives warrant that they have the power and authority to execute this
Agreement on behalf of the corporation that they represent and that their
signatures bind said corporations to the terms of this Agreement.

         19. Section Headings. The Section headings used in this Agreement are
for convenience of reference only and are not to affect the construction hereof
or be taken into consideration in the interpretation of this Agreement. All
references to Sections, Schedules, and Exhibits are to Sections, Schedules, and
Exhibits in or to this Agreement unless otherwise specified.

         20. No Waiver; Cumulative Remedies. The Customer shall not by any act,
delay, indulgence, omission, or otherwise be deemed to have waived any right or
remedy under this Agreement or of any breach of the terms and conditions of this
Agreement. A waiver by the Customer of any right or remedy under this Agreement
on any one occasion shall not be construed as a bar to any right or remedy which
the Customer would otherwise have had on a subsequent occasion. No failure to
exercise nor any delay in exercising on the part of the Customer any right,
power, or privilege under this Agreement, shall operate as a waiver, nor shall
any single or partial exercise of any right, power or privilege under this
Agreement preclude any other or future exercise thereof or the exercise of any
other right, power or privilege. The rights and remedies under this Agreement
are cumulative, may be exercised singly or concurrently, and are not exclusive
of any rights and remedies provided by any other agreements or applicable law.

         21. Waivers and Amendments; Successors and Assigns. No term or
provision of this Agreement may be waived, altered, modified, or amended except
by a written instrument, duly executed by Supplier, the Customer and Bank. This
Agreement and all of Supplier's obligations are binding upon the successors and
assigns of Supplier, and together with the rights and remedies of the Customer
under this Agreement, inure to the benefit of the Customer and Bank, and their
respective successors and assigns. Supplier may not assign or transfer any right
or obligation under this Agreement without the prior written consent of the
Customer and Bank; it being understood that the Bank has a security interest in
the right, title and interest of Supplier under this Agreement

         22. Governing Law and Forum. This Agreement is made in the State of
Michigan and shall be governed by, and construed and enforced in accordance
with, the laws of the State of Michigan. The parties agree that the federal and
state courts sitting in Wayne County, Michigan, have personal jurisdiction over
the parties and that proper


                                                                              15
<PAGE>

jurisdiction and venue for any dispute arising from
or under this Agreement shall be in the federal or state courts sitting in Wayne
County, Michigan.

         23. Notices All notices, requests, and other communications that are
required or may be given under this Agreement must be in writing, and shall be
deemed to have been given on the date of delivery, if delivered by hand,
telecopy or courier, or three (3) days after mailing, if mailed by certified or
registered mail, postage prepaid, return receipt requested, addressed as set
forth below (which addresses may be changed, from time to time, by notice given
in the manner provided in this Section):

       If given to Supplier, sent to:     Amcast Industrial Corporation
                                          7887 Washington Village Drive
                                          Dayton, Ohio  45459
                                          Facsimile:  (937) 291-7007
                                          Attention:  Byron O. Pond

       with a copy to:                    Thompson Hine LLP
                                          3900 Key Center
                                          127 Public Square
                                          Cleveland, Ohio  44114-1291
                                          Facsimile:  (216) 566-5800
                                          Attention:  Alan R. Lepene, Esq.

       If given to GM, sent to:           General Motors Corporation
                                          30009 Van Dyke, M/C 480-206-116
                                          Warren, Michigan 48090-9025
                                          Facsimile:  (586) 575-1519
                                          Attention:  Mark W. Fischer

       with a copy to:                    Honigman Miller Schwartz and Cohn LLP
                                          2290 First National Building
                                          660 Woodward Avenue
                                          Detroit, Michigan  48226
                                          Facsimile:  (313) 465-7597
                                          Attention:  Robert B. Weiss, Esq.

       If given to Bank:                  KeyBank National Association
                                          Mail Code:  OH-01-27-0504
                                          127 Public Square
                                          Cleveland, Ohio  44114-1306
                                          Facsimile:  (216) 689-8468
                                          Attention:  Dale E. Clayton

       With a copy to:                    Porter Wright Morris & Arthur LLP
                                          925 Euclid Avenue
                                          Suite 1700
                                          Cleveland, Ohio  44115-1483
                                          Facsimile:  (216) 443-9011
                                          Attention:  Philip E. Langer, Esq.

                                                                              16
<PAGE>


         24. No Intended Third Party Beneficiary. The parties hereto acknowledge
and agree that, other than Bank, the rights and interests of the parties under
this Agreement are intended to benefit solely the parties to this Agreement.
Bank is an intended beneficiary of this Agreement and may enforce the terms of
this Agreement against the parties hereto.

         25. Counterparts. This Agreement may be executed in any number of
counterparts and by each party hereto on separate counterparts, each of which
when so executed and delivered shall be an original, but all of which together
shall constitute one and the same instrument, and it shall not be necessary in
making proof of this Agreement to produce or account for more than one such
counterpart. For purposes of this Agreement, signatures obtained by facsimile
shall constitute original signatures.

         26. Entire Agreement; Conflicts. This Agreement together with any other
agreements and schedules executed in connection with this Agreement constitutes
the entire understanding of the parties in connection with the subject matter
hereof. This Agreement may not be modified, altered, or amended except by an
agreement in writing signed by the Customer, Supplier and Bank. The terms and
conditions of the Purchase Orders shall be unaffected by this Agreement except
to the extent that an inconsistency or conflict exists between the express terms
of the Purchase Orders and this Agreement in which event the terms of this
Agreement shall govern and control. To the extent any term or condition of this
Agreement is inconsistent or in conflict with the terms of any other agreements
between the parties, the terms of this Agreement shall govern and control.

         27. CONSULTATION WITH COUNSEL. THE PARTIES HERETO ACKNOWLEDGE THAT THEY
HAVE BEEN GIVEN THE OPPORTUNITY TO CONSULT WITH COUNSEL BEFORE EXECUTING THIS
AGREEMENT AND ARE EXECUTING SUCH AGREEMENT WITHOUT DURESS OR COERCION AND
WITHOUT RELIANCE ON ANY REPRESENTATIONS, WARRANTIES OR COMMITMENTS OTHER THAN
THOSE REPRESENTATIONS, WARRANTIES AND COMMITMENTS SET FORTH IN THIS AGREEMENT.

         28. WAIVER OF JURY TRIAL. THE PARTIES HERETO ACKNOWLEDGE THAT THE RIGHT
TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT THIS RIGHT MAY BE WAIVED.
THE PARTIES EACH HEREBY KNOWINGLY, VOLUNTARILY AND WITHOUT COERCION, WAIVE ALL
RIGHTS TO A TRIAL BY JURY OF ALL DISPUTES ARISING OUT OF OR IN RELATION TO THIS
AGREEMENT OR ANY OTHER AGREEMENTS BETWEEN THE PARTIES. NO PARTY SHALL BE DEEMED
TO HAVE RELINQUISHED THE BENEFIT OF THIS WAIVER OF JURY TRIAL UNLESS SUCH
RELINQUISHMENT IS IN A WRITTEN INSTRUMENT SIGNED BY THE PARTY TO WHICH SUCH
RELINQUISHMENT WILL BE CHARGED.

                                                                              17
<PAGE>



WITNESSED

                                    AMCAST INDUSTRIAL CORPORATION

___________________________         By:
                                       -------------------------------------
Name
___________________________                  Its:
                                                 ----------------------------
Name




STATE OF OHIO     )
                                      ) SS
COUNTY OF __________                                 )

         The foregoing  instrument was  acknowledged  before me this _____ day
of August 2003 by  ________________,
the duly authorized _______________________ of Supplier on behalf of the
company.


                                  Notary Public
                                                     County, My commission
                                                     expires:


                                                                              18
<PAGE>


WITNESSED                                            GENERAL MOTORS CORPORATION
                                                     a Delaware corporation


__________________________         By:
                                      ---------------------------------------
Name
___________________________                 Its:
                                                -----------------------------
Name


STATE OF MICHIGAN )
                                      ) SS
COUNTY OF MACOMB  )

         The foregoing instrument was acknowledged before me this _____day of
August, 2003 by ___________________________, the _____________________ of
General Motors Corporation, a Delaware corporation, on behalf of the
corporation.


                                  Notary Public
                                                     ,County, Michigan

                                  My commission expires:



                                                                              19
<PAGE>



                                 SCHEDULE 14(a)

                           ACKNOWLEDGMENT AND CONSENT


         While not a party to the Access and Security Agreement ("Access
Agreement") between General Motors Corporation (the "Customer") and Amcast
Industrial Corporation ("Supplier") dated August ___, 2003, KeyBank National
Association, as agent for Supplier's lending syndicate ("Bank") is a third
beneficiary thereof and is party to various loan and/or security agreements with
Supplier and has secured Supplier's obligations to it with all of Supplier's
assets, including first liens on the Operating Assets and Real Estate. In such
capacity, the Bank acknowledges, consents to, and agrees that its liens and
security interests in the Operating Assets and Real Estate shall be subject to
the terms and conditions of the Access Agreement; but Bank's liens shall not be
subordinate to any liens or security interests granted to Customer under the
Access Agreement. The fact that the Bank is executing this Acknowledgment and
Consent shall not in any way make it a guarantor or surety for Supplier's
performance under the Access Agreement. Further, subject to the Access
Agreement, the Bank reserves its rights under its agreements with Supplier and
applicable law.


WITNESSED:

___________________________          By:
                                        -------------------------------------
Name
___________________________          Name:
                                          ------------------------------------
Name
                                     Title:
                                           -----------------------------------

                                     Date:  August ___, 2003


                                                                              20
<PAGE>


                                 SCHEDULE 14(b)
                                    LESSOR'S
                           ACKNOWLEDGMENT AND CONSENT

         While not a party to the Access and Security Agreement ("Access
Agreement") between General Motors Corporation (the "Customer") and Amcast
Industrial Corporation ("Supplier") dated August __, 2003 the undersigned leases
certain real estate and/or equipment to Supplier and, in such capacity, the
undersigned acknowledges, consents to, and agrees with, and agrees to be bound
by, the terms and conditions of the foregoing Agreement, including the
Customer's right to use the Operating Assets and the Real Estate during Access
Period.


                                 -----------------------------------
                                 Name of Lessor

                                 Dated:  August __, 2003


                                                                              21
<PAGE>


                            EXHIBIT 1 - REAL PROPERTY




                                                                              22
<PAGE>


                                EXHIBIT 3(b)(vii)


                  Facility                    Monthly Fee
                  ---------                  -------------

                  Gas City                    $193,000

                  Fremont                     $100,000

                  Wapakoneta                  $171,000

                  Richmond                    $140,000

                  CTC (Franklin)              $107,000

                                                                              23



DET_C\548749.6


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<FILENAME>retentionagrmnt.txt
<DESCRIPTION>EXHIBIT 10.2 - RETENTION AGREEMENT
<TEXT>


                          AMCAST INDUSTRIAL CORPORATION
                          7887 Washington Village Drive
                               Dayton, Ohio 45459


Byron O. Pond
Joseph R. Grewe
Francis J. Drew

         Re:      Retention Agreement

Gentlemen:

         Amcast Industrial Corporation, an Ohio corporation ("Amcast"), is
entering into an Amended and Restated Restructuring Agreement dated as of July
15, 2003 with the Guarantors, the Restructuring Lenders and the Collateral Agent
(each as defined therein) (the "Existing Credit Agreement Restructuring
Agreement"), and an Amended and Restated LIFO Restructuring Agreement dated as
of July 15, 2003 with the Guarantors, the LIFO Lenders (as defined therein) and
the Collateral Agent (the "LIFO Credit Agreement Restructuring Agreement" and,
with the Existing Credit Agreement Restructuring Agreement, the "Restructuring
Agreement"), under which the Restructuring Lenders and the LIFO Lenders
(collectively, the "Lenders") have agreed to extend the restructuring period
under such agreements and grant certain other concessions to Amcast, and Amcast
has agreed to use its good faith best efforts: (i) to refinance all of the
Restructuring Lender Obligations and LIFO Lender Obligations (each as defined in
the Restructuring Agreements) by a third party, or (ii) to sell substantially
all of its assets (either of the foregoing, whether completed in one or multiple
transactions, being referred to as a "Transaction"). Amcast considers the
retention of each of you (collectively, the "Executives" and, individually, an
"Executive") as essential to the successful continued operation of Amcast and
its subsidiaries pending a Transaction and to the successful completion of a
Transaction, and considers it to be in the best interests of Amcast and its
shareholders and creditors to provide an inducement to you to remain in the
employ of the Company until a Transaction is completed.

         In order to induce you to remain in the employ of the Company pending a
Transaction, this letter provides for the payment to you, on the terms and
conditions set forth herein, of an incentive payment if Amcast successfully
completes a Transaction. Except where the context otherwise indicates, "Amcast"
as used herein includes any successor to Amcast.

         1. Payment of Transaction Incentive. If, prior to the termination of
this agreement, Amcast completes a Transaction, Amcast shall, concurrently with
the closing of the Transaction, pay from the "Net Proceeds," as that term is
hereinafter defined, an aggregate amount calculated as provided in Section 2 (a
"Transaction Incentive"), which shall be shared by: (i) each of the Executives
who is employed by Amcast or a subsidiary immediately prior to the closing of
the Transaction, and (ii) any Executive who, immediately prior to the 30-day
period ending with the close of the Transaction, was employed by Amcast or a
subsidiary and who, during such 30-day period ending with the close of the
Transaction, either dies or has his employment with Amcast or a subsidiary
terminated without "Cause" (as defined on Exhibit "A").


<PAGE>


         2. Calculation of the Transaction Incentive and Allocation among the
Executives. (a) The aggregate amount of the entire Transaction Incentive payable
to the Executives who are entitled to share in such Transaction Incentive
pursuant to Section 1 shall be the sum of: (i) $1,600,000 (the "Base Amount"),
plus (ii) an additional amount (the "Additional Amount") which shall be
calculated based on the amount of the Net Proceeds (as hereinafter defined)
payable in the Transaction in accordance with the following table (the
"Additional Amount Table"), as follows (subject to adjustment in the manner
provided in Section 3):

     If the Net Proceeds are:     The amount of the Additional Payment shall be:
     -----------------------      ---------------------------------------------

     $137 million or less                          $0
     $145 million                       $171,200 (10.7% of the Base Amount)
     $155 million                       $384,000 (24% of the Base Amount)
     $165 million                       $640,000 (40% of the Base Amount)
     $175 million                       $800,000 (50% of the Base Amount)
     $205 million                    $1,280,000 (80% of the Base Amount)
     $225 million                    $1,600,000 (100% of the Base Amount)
     $245 million or more            $1,920,000 (120% of the Base Amount)

Each amount referred to in the first column above is referred to as a Net
Proceeds Threshold. In the event that the Net Proceeds from the Transaction fall
between two Net Proceeds Thresholds, the amount of the Additional Payment shall
be the sum of (i) the amount of the Additional Payment payable at the lower of
such two Net Proceeds Thresholds, plus (ii) an additional amount calculated by
(x) determining the difference between the Additional Payment payable at the
lower of such two Net Proceeds Thresholds and the Additional Payment payable at
the higher of such two Net Proceeds amounts, and (y) multiplying such difference
by a fraction, the numerator of which is the amount by which the actual Net
Proceeds exceed the lower of such two Net Proceeds Thresholds and the
denominator of which is the difference between such two Net Proceeds Thresholds.

         (b) The aggregate Transaction Incentive payable under this agreement
shall be allocated among, and paid to, the Executives based on the respective
percentages set forth in the written agreement of the Executives which is being
submitted by them to Amcast concurrently with the execution of this agreement
(the "Allocation Agreement" and each Executive's share being the "Allocated
Transaction Incentive"). In the event that fewer than all of the Executives are
entitled under Section 1 to share in the Transaction Incentive, the Allocated
Transaction Incentive shall be paid only to the remaining Executive(s) who are
entitled to share in such payment.

                                       2
<PAGE>

         (c) For purposes of this agreement, "Net Proceeds" means:

                  (i) for a Transaction which is a refinancing by a third party
         of the Restructuring Lender Obligations and the LIFO Lender
         Obligations, an amount equal to the net proceeds payable to the Lenders
         in such refinancing, and

                  (ii) for a Transaction which is the sale of substantially all
         of the assets of the Company, the value, as of the date of closing (or
         closings, if the Transaction consists of more than one sale
         transaction), of all consideration received by Amcast in the
         Transaction, whether in the form of cash, promissory notes, payments
         for not competing, assets, securities or other property. The value of
         any contingent, earn-out or other similar amounts to be paid after such
         closing shall be determined in good faith by the Board of Directors of
         Amcast and as consented to by the Lenders. Any securities or other
         assets received by Amcast as consideration in a sale shall be valued:
         (x) for securities which are freely tradable in an established public
         securities market, at the last closing price in the market prior to
         such closing; (y) for securities that are not freely tradable or have
         no established public market and for other assets (other than cash), at
         the fair market value thereof as set forth in, or determined in
         accordance with, the sale agreement between Amcast and the purchaser in
         the Transaction, or if such agreement does not provide a basis for
         valuing such securities or other assets, at their fair market value as
         reasonably determined in good faith by the Board of Directors of Amcast
         and as consented to by the Lenders.

         3. Transaction Incentive Not in Lieu of Other Compensation and
Benefits. Any Transaction Incentive payable pursuant to this Agreement shall be
in addition to, and not in lieu of, all other compensation and benefits to which
the Executives may be entitled under any agreement, plan or arrangement. The
Transaction Incentive shall not be taken into account for purposes of
determining any of the Executives' benefits under any pension, savings,
insurance, compensation or other benefit plan maintained by Amcast or any of its
subsidiaries.

         4. Notice of Voluntary Termination. In consideration of this agreement,
each of the Executives shall provide Amcast with at least two months prior
written notice of the effective date of any voluntary termination by such
Executive of his employment with Amcast or a subsidiary, and any such voluntary
termination of employment shall become effective only on the effective date set
forth in such written notice. If an Executive voluntarily terminates his
employment by giving written notice as required by this section, he shall
continue to receive his normal compensation and benefits during the period after
such notice is given through the effective date of such termination so long as
he continues to perform his job function in a manner satisfactory to Amcast. If
an Executive voluntarily terminates his employment more than thirty (30) days
prior to a Transaction, that Executive shall not be entitled to participate in
the Transaction Incentive.

         5. Fiduciary Duties. Nothing in this agreement shall be construed to
limit or eliminate the fiduciary duties owed by each of the Executives to Amcast
and its subsidiaries.

                                       3
<PAGE>


         6. Effectiveness and Termination of this Agreement. (a) This agreement
shall become effective only upon the last to occur of the following: (i)
approval of this agreement and the Allocation Agreement by the Board of
Directors of Amcast, and (ii) approval of this agreement by the requisite
Lenders in accordance with the Restructuring Agreements. If this agreement
becomes effective, it shall terminate upon the first to occur of the following
(the "Termination Date"): (x) as to an Executive, upon the termination of such
Executive's employment with Amcast or a subsidiary prior to the completion of a
Transaction either by Amcast for Cause (as defined on Exhibit "A") or
voluntarily by such Executive, (y) the completion of a Transaction and full
payment of any Transaction Incentive payable under this agreement, or (z)
January 1, 2007, if a Transaction has not been completed prior to such date.

         7. Transaction Effective in Bankruptcy. In the event that Amcast files
for bankruptcy protection or a bankruptcy action is filed against Amcast, and in
either such case Amcast completes a Transaction or series of Transactions, the
Lenders, as evidenced by the execution of this letter agreement by the Agent,
agree that the Transaction Incentive may be paid to the Executives from the
proceeds of the Lenders' collateral, so long as the proceeds from the
Transaction which generates the obligation to pay the Transaction Incentive has
been distributed to the Lenders.

         8. Successors. This agreement shall inure to the benefit of, and be
enforceable by, the personal and legal representatives, executors,
administrators, successors, heirs, distributes, devisees and legatees. If an
Executive dies after a Transaction has occurred (or during the 30-day period
prior to the closing of a Transaction) and any amounts are payable to him
pursuant to this Agreement, such amounts shall be paid to such beneficiary or
beneficiaries as the Executive may have designated by written notice given to
Amcast prior to his death or, in the absence of any such designation, to his
estate.

         9. Notices. All notices required or permitted to be given under this
agreement shall be in writing and shall be mailed (postage prepaid, by either
registered or certified mail) or delivered, addressed as follows:

         If to Amcast:     Amcast Industrial Corporation
                           7887 Washington Village Drive
                           Dayton, Ohio 45489
                           Attention:  Chairman of the Compensation Committee

         If to an Executive:   Byron O. Pond
                               100 E. Huron Street
                               Unit #4901
                               Chicago, IL  60611

                               Joseph R. Grewe
                               625 Club Drive
                               Aurora, OH  44202


                                       4
<PAGE>


                               Francis J. Drew
                               1730 Mont-Rue Drive S.E.
                               Grand Rapids, MI 49546

Any party may change the address to which notices to such party are to be
directed by giving written notice of such change to the other parties in the
manner specified in this section. All notices shall be deemed to have been given
on the date the notice is actually received by the party to which it is given.

         10. Arbitration. Any dispute or controversy arising out of or relating
to this agreement shall be settled by arbitration in Dayton, Ohio, in accordance
with the applicable rules of the American Arbitration Association. The award of
the arbitrator shall be final and binding on the parties, and judgment upon the
award of the arbitrator may be entered in any court having jurisdiction thereof.

         11. Waiver. The failure of any party to insist in any one or more
instances upon performance of any of the provisions of this agreement or to take
advantage of any of its rights hereunder shall not be construed as a waiver of
any such provisions or the relinquishment of any such rights, and the same shall
continue and remain in full force and effect. No single or partial exercise by
any party of any right or remedy shall preclude other or future exercise thereof
or the exercise of any other right or remedy. Waiver by any party of any breach
of any provision of this agreement shall not constitute or be construed as a
continuing waiver or as waiver of any other breach of any other provision of
this agreement.

         12. Severability. It is the intention of the parties that this
agreement shall be enforced to the fullest extent permissible under the laws and
public policies applied in each jurisdiction in which enforcement is sought.
Accordingly, to the extent that any provision of this agreement is adjudicated
to be invalid or unenforceable in any such jurisdiction, the court making such
determination shall have the power to limit, construe or reduce the duration,
scope, activity and/or area of such provision to the extent necessary to render
such provision enforceable to the maximum reasonable extent permitted by
applicable law, such limited form to apply only with respect to the operation of
this section in the particular jurisdiction in which such adjudication is made.

         13. Entire Agreement; Amendment. This agreement and any other
agreements expressly referred to in this agreement shall constitute the complete
and entire agreement with respect to the subject matter hereof and shall
supersede all previous oral and written negotiations and commitments and any
other writings with respect to such subject matter. This agreement may not be
modified or amended except in a writing duly executed by all of the parties
hereto.

         14. Captions. The captions contained in this agreement are for
convenience of reference only and shall not affect the meaning or interpretation
of this agreement.

         15. Governing Law. This agreement shall be construed and enforced in
accordance with the laws of the State of Ohio, as applicable to agreements
executed and entirely performed in such state.

                                       5
<PAGE>

         16. Counterparts. This agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same agreement.

         If this letter correctly sets forth our agreement on the subject matter
hereof, please confirm your agreement by signing and returning the enclosed copy
of this letter.


                                    AMCAST INDUSTRIAL CORPORATION


                                    By:_________________________________
                                         Name:
                                         Title:

Confirmed and agreed to:


-----------------------     -------------------       -----------------------
Byron O. Pond               Joseph R. Grewe           Francis J. Drew

-----------------------     -------------------       -----------------------
Date                        Date                      Date


The Agent, on behalf of the Lenders, consents to the above described transaction
KeyBank, NA, as Agent to the Lenders



---------------------------------------
Dale Clayton, Vice-President, KeyBank NA




                                       6

<PAGE>


                                   EXHIBIT "A"


         "Cause" means (a) the willful and continued failure by the Executive to
substantially perform his duties to Amcast (other than any such failure
resulting from the Executive's physical or mental illness or other physical or
mental incapacity), after a demand for substantial performance is delivered to
him by the Board of Directors of Amcast which specifically identifies the manner
in which the Board of Directors believes that the Executive has not
substantially performed his duties, or (b) the willful engaging by the Executive
in gross misconduct which is materially and demonstrably injurious to Amcast
resulting or intended to result, directly or indirectly, in substantial personal
gain or substantial personal enrichment at the expense of Amcast. For purposes
of this definition, no act, or failure to act, on the Executive's part shall be
considered "willful" unless done, or omitted to be done, by him not in good
faith and without reasonable belief that his action or omission was in the best
interests of Amcast. Notwithstanding the foregoing, however, "Cause" shall not
be deemed to exist unless and until there shall have been delivered to the
Executive a copy of a resolution duly adopted by the affirmative vote of not
less than three-fourths of the number of directors then in office at a meeting
of the Board of Directors of Amcast called and held for that purpose (after
reasonable notice to the Executive and an opportunity for the Executive,
together with his counsel, to be heard before the Board of Directors), finding
that in the good faith opinion of the Board of Directors of Amcast the Executive
was guilty of conduct described in clauses (a) or (b) of the first sentence of
this definition and specifying the particulars thereof in detail.




307397.2


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>8
<FILENAME>pressrelease.txt
<DESCRIPTION>EXHIBIT 99.1 - PRESS RELEASE 09-29-03
<TEXT>
AMCAST INDUSTRIAL CORPORATION

NEWS RELEASE



                                AMCAST ANNOUNCES


                  THREE-YEAR EXTENSION OF ITS CREDIT FACILITIES

                                       AND

                    TERMINATION OF DISCUSSIONS WITH CITATION


DAYTON, OHIO, August 29, 2003 - Amcast Industrial Corporation (AICO.OB) today
announced that the Company has restructured its credit facilities with its bank
lending group and senior note holders. The bank and senior note credit
maturities have been extended until September 14, 2006.

The impact on Amcast's balance sheet will be to reclassify $169.4 million of
debt from short term to long term. Amcast had $179.8 million in short-term debt
at the end of its fiscal third quarter ended June 1, 2003. If this credit
facility restructuring had been in place for Amcast's fiscal third quarter,
short-term debt would have been $10.5 million, or 6% of total debt.

Joseph R. Grewe, President and Chief Executive Officer, said, "Reaching
agreement with the banks and senior note holders to extend our debt maturity is
an important accomplishment. We appreciate the confidence our lenders expressed
in Amcast and the support received from our suppliers. This debt extension
provides Amcast with improved liquidity and operating flexibility while we work
on achieving better operating performance. Since the beginning of this fiscal
year, Amcast has reduced debt by $18.9 million."


<PAGE>


Amcast also announced the termination of discussions with Citation Corporation
relating to the possible sale of Amcast's Wapakoneta, Ohio, Richmond, Indiana
and Cedarburg, Wisconsin plants and its Southfield, Michigan office facility.

Mr. Pond, Chairman of the Board, said "As part of our loan agreements, we are
committed to a program to reduce our indebtedness that involves a review of
various alternatives to seek the best alternative for our stakeholders. We would
like to thank our lenders, customers, shareholders, employees and other
stakeholders for their loyal support as we move forward."

Amcast Industrial Corporation is a leading manufacturer of technology-intensive
metal products. Its two business segments are brand name Flow Control Products
marketed through national distribution channels and Engineered Components for
original equipment manufacturers. The company serves the automotive,
construction, and industrial sectors of the economy.

This release includes "forward-looking statements" which are subject to change
based on various factors and uncertainties that may cause actual results to
differ significantly from expectations. These factors include, among others:
general economic conditions less favorable than expected, fluctuating demand in
the automotive and housing industries, price pressures in the Company's
automotive and flow control businesses, effectiveness of production improvement
plans, inherent uncertainties in connection with international transactions and
foreign currency fluctuations, and labor availability and relations at the
Company and its customers, ability of the Company to satisfy obligations under,
and to comply with the covenants in, its loan documents, and the impact homeland
security measures.
Contact--
Media and Investors:  Michael Higgins 937/291-7015


</TEXT>
</DOCUMENT>
</SUBMISSION>
