SECOND AMENDMENT AGREEMENT



         This Second Amendment Agreement (this "Amendment") is made as of August

6,  2001,  by and  among  AMCAST  INDUSTRIAL  CORPORATION,  an Ohio  corporation

("Borrower"),  the  banking  institutions  named  in  Schedule  1 to the  Credit

Agreement,  as hereinafter defined ("Banks"),  and KEYBANK NATIONAL ASSOCIATION,

as agent for the Banks ("Agent"):



         WHEREAS,  Borrower,  Agent  and the  Banks  are  parties  to a  certain

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,  which provides, among other things, for loans aggregating Thirty-Five

Million Dollars  ($35,000,000),  all upon certain terms and conditions  ("Credit

Agreement");



         WHEREAS,  Borrower,  Agent  and the Banks  desire  to amend the  Credit

Agreement to modify certain provisions thereof; and



         WHEREAS,  each  capitalized  term  used  herein  shall  be  defined  in

accordance with the Credit Agreement;



         NOW,  THEREFORE,  in  consideration  of the  premises and of the mutual

covenants herein and for other valuable considerations,  Borrower, Agent and the

Banks agree as follows:



     1.   Amendment to Definitions.  Article I of the Credit Agreement is hereby

          amended to delete the definitions of "Level

          I Availability",  "Level II Availability" and "Level III Availability"

          therefrom and to insert in place thereof, respectively, the following:



                  "Level I  Availability"  shall have the meaning  given to such

term in Section 2.2(a) hereof.



                  "Level II  Availability"  shall have the meaning given to such

term in Section 2.2(b) hereof.



                  "Level III Availability"  shall have the meaning given to such

term in Section 2.2(c) hereof.



     2.   Amendment to Mandatory Payment. Section 2.9 of the Credit Agreement is

          hereby amended to add the  following

          new paragraph thereto:



                  On the last day of FQE November 30, 2001,  Borrower shall make

         a  mandatory  prepayment  of the Loans in the  amount  of Five  Million

         Dollars  ($5,000,000).  On the last day of FQE May 31,  2002,  Borrower

         shall  make a  mandatory  prepayment  of the Loans in the amount of Six

         Million Five Hundred Thousand Dollars ($6,500,000).  On the last day of

         FQE August 31, 2002, Borrower shall make a mandatory  prepayment of the

         Loans in the amount of Five Million  Dollars  ($5,000,000).  If, at any

         time that any  prepayment  required to be made under this  paragraph is

         made,  there are no Loans then  outstanding,  or if the amount of Loans

         then  outstanding  shall  be less  than  the  amount  of the  mandatory

         prepayment  due on such date,  then such  payment,  or the remainder of

         such  payment,  as the  case may be,  shall  be paid to the  Collateral

         Agent, for the benefit of the Lenders (as defined in the  Intercreditor

         Agreement,  as defined in the  Subordination  Agreement).  Such payment

         shall be  distributed  to the  Lenders on a Pro Rata (as defined in the

         Intercreditor  Agreement)  basis,  provided  that,  for the purposes of

         allocation  of such  payment,  Pro Rata shall be determined on the date

         that such payment was made. In addition,  on the date of any prepayment

         required to be made pursuant to this  paragraph,  if there shall be any

         Loans outstanding,  then (a) the maximum amount of the Revolving Credit

         Commitment   available   pursuant  to  Section  2.2  hereof   shall  be

         permanently  reduced  by an  amount  equal  to the  lesser  of (i)  the

         aggregate  principal  amount of the Loans  outstanding on such date, or

         (ii) the amount of the mandatory prepayment due under this paragraph on

         such date, and (b) a reserve shall be established in the Borrowing Base

         in an amount equal to the lesser of (i) the aggregate  principal amount

         of the  Loans  outstanding  on such  date,  or (ii) the  amount  of the

         mandatory prepayment due under this paragraph on such date.





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     3.   Amendment to Financial  Reporting.  Article IV of the Credit Agreement

          is hereby amended to delete Section

          4.3 therefrom and to insert in place thereof the following:



     Section   4.3.   Borrowing   Base   Certificate;   Financial   Information.



                  (a) Commencing June 19, 2001, and on each Tuesday of each week

         thereafter  Borrower shall deliver by 11:00 A.M. (or such later time as

         shall be agreed to by Agent) to Agent and the Banks,  a Borrowing  Base

         Certificate  certified by a Financial Officer, each such Borrowing Base

         Certificate  to be  effective  as of  the  close  of  business  of  the

         immediately preceding Friday.



                  (b) On the fourth  Tuesday  following  the end of each  fiscal

         month of Borrower, Borrower shall deliver to Agent and the Banks copies

         of all  accounts  receivable  aged  trial  balances,  accounts  payable

         agings,  inventory reports and other financial information necessary to

         support the amounts and  calculations  presented in the Borrowing  Base

         Certificate  delivered as of the most recent fiscal month end, together

         with  reconciliations  of the total amounts shown on each such accounts

         receivable, accounts payable and inventory detail report to those shown

         in each corresponding general ledger account of Borrower.



                  (c) Within  twenty-five (25) days after the end of each month,

         Borrower  shall  furnish  to Agent  and the  Banks  balance  sheets  of

         Borrower as of the end of such period and  statements of income (loss),

         all prepared on a Consolidated and  consolidating  basis, in accordance

         with  Borrower's  normal  internal   financial   reporting   practices,

         consistently applied, and certified by a Financial Officer of Borrower.



                  (d) Within  forty-five  (45) days after the end of each of the

         first three (3)  quarterly  periods of each  fiscal  year of  Borrower,

         Borrower  shall  furnish  to Agent  and the  Banks  balance  sheets  of

         Borrower as of the end of such period and  statements of income (loss),

         stockholders'  equity and cash flow for the  quarter and fiscal year to

         date periods,  all prepared on a Consolidated and consolidating  basis,

         in accordance  with GAAP, and in form and detail  satisfactory to Agent

         and the Banks and certified by a Financial Officer of Borrower.





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                  (e) Within  ninety (90) days after the end of each fiscal year

         of Borrower,  Borrower  shall  furnish to Agent and the Banks an annual

         audit report of Borrower for that year prepared on a  Consolidated  and

         consolidating  basis,  in accordance  with GAAP, and in form and detail

         satisfactory to Agent and certified by an independent public accountant

         satisfactory  to Agent,  which report shall include  balance sheets and

         statements  of income  (loss),  stockholders'  equity and cash-flow for

         that period,  together with a  certificate  by the  accountant  setting

         forth the Defaults and Events of Default coming to its attention during

         the course of its audit or, if none, a statement to that effect.



                  (f) Concurrently with the delivery of the financial statements

         in subparts (d) and (e) above,  Borrower shall deliver to Agent and the

         Banks a breakdown of the  financial  information  provided  pursuant to

         subpart (e) above to separately reflect information with respect to (i)

         U.S.  operations  and  (ii)  foreign  operations,  in form  and  detail

         satisfactory to Agent and certified by a Financial Officer of Borrower.

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