EX-10.1





 Exhibit 10.1 

FOURTH AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT 

This Fourth Amendment to Revolving Credit and Security Agreement (this “Fourth Amendment”) is dated this 23rd day of June, 2020, by
and among AIR & LIQUID SYSTEMS CORPORATION, a Pennsylvania corporation (“ALS”), UNION ELECTRIC STEEL CORPORATION, a Pennsylvania corporation (“UES”), ALLOYS UNLIMITED AND PROCESSING, LLC, a Pennsylvania limited liability
company (“Alloys”), AKERS NATIONAL ROLL COMPANY, a Delaware corporation (“National Roll”), AKERS SWEDEN AB, a company duly incorporated and organized under the laws of Sweden with registration number 556031-8080 (“Akers
Sweden”), AKERS AB, a company duly incorporated and organized under the laws of Sweden with registration number 556153-4792 (“Akers AB”) (Akers Sweden and Akers AB are, each a “Swedish Borrower” and collectively, the
“Swedish Borrowers”), and UNION ELECTRIC STEEL UK LIMITED, a limited liability company organized under the laws of England and Wales with registered company number 00162966 (the “UK Borrower”) (ALS, UES, Alloys, National Roll,
the Swedish Borrowers, the UK Borrower and each Person joined hereto as a borrower from time to time, are collectively, the “Borrowers”, and each a “Borrower”), the Guarantors (as defined therein) party hereto, the LENDERS (as
defined therein) party hereto, and PNC BANK, NATIONAL ASSOCIATION, in its capacity as agent for the Lenders (hereinafter referred to in such capacity as the “Agent”). 

W I T N E S S E T H: 

WHEREAS, the Borrowers, the Guarantors, the Lenders and the Agent entered into that certain Revolving Credit and Security Agreement, dated
effective as of May 20, 2016, by and among the Borrowers, the Guarantors, the Lenders and the Agent, as amended by that certain: (i) First Amendment to Revolving Credit and Security Agreement, dated October 31, 2016, by and among the
Borrowers, the Guarantors, the Lenders and the Agent; (ii) Second Amendment to Revolving Credit and Security Agreement, dated March 2, 2017, by and among the Borrowers, the Guarantors, the Lenders and the Agent; (iii) Third Amendment
to Revolving Credit and Security Agreement, dated September 28, 2018, by and among the Borrowers, the Guarantors, the Lenders and the Agent; and (iv) Consent, Release and Amendment Letter, dated September 30, 2019, by and among the
Borrowers, the Guarantors, the Lenders and the Agent (as further amended, modified, supplemented, extended, renewed or restated from time to time, the “Credit Agreement”); 

WHEREAS, the Borrowers desire to amend certain provisions of the Credit Agreement which provisions require only Required Lenders approval, and
the Required Lenders and the Agent agree to permit such amendments pursuant to the terms and conditions set forth herein; and 
 WHEREAS,
the lender identified on the signature pages hereto as the “Exiting Lender” (the “Exiting Lender”) has agreed to assign its Advances and Revolving Commitment pursuant to the terms hereof. 

NOW, THEREFORE, in consideration of the premises contained herein and other valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows: 












 1. All capitalized terms used herein which are defined in the Credit Agreement shall have
the same meanings herein as in the Credit Agreement unless the context herein clearly indicates otherwise. 
 2. Article 1 of the Credit
Agreement is hereby amended by inserting therein as a new Section 1.7, in its proper numeric order the following: 
 1.7 LIBOR
Notification. 
 Section 3.8.2. of this Agreement provides a mechanism for determining an alternate rate of interest
in the event that the London interbank offered rate is no longer available or in certain other circumstances. The Agent will notify the Borrower, in accordance with the terms and provisions of Section 16.6 hereof, in advance of any change to
the reference rate upon which the interest rate on LIBOR Rate Loans is based. The Agent does not warrant or accept any responsibility for and shall not have any liability with respect to, the administration, submission or any other matter related to
the London interbank offered rate or other rates in the definition of “LIBOR Rate” or with respect to any alternative or successor rate thereto, or replacement rate therefor. 

3. Section 1.2 of the Credit Agreement is hereby amended by inserting the following new definitions in their appropriate alphabetical order:

 “Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK
Financial Institution. 
 “Ampco Preferred Shares” shall mean those certain shares, if any, of Ampco-Pitt
Corp. preferred stock issued under terms and provisions that provide for certain dividends to be paid to the applicable shareholder(s) prior to the payment of dividends with respect to common stock of Ampco-Pitt Corp., which shares are contemplated
to be offered and issued after the Fourth Amendment Closing Date. 
 “Fourth Amendment” shall mean that
certain Fourth Amendment to Revolving Credit and Security Agreement, dated as of the Fourth Amendment Closing Date, by and among the Loan Parties thereto, the Lenders party thereto and the Agent. 

“Fourth Amendment Closing Date” shall mean June 23, 2020. 

“Fourth Amendment Reserve” shall mean a reserve in the amount of Two Million Five Hundred Thousand and 00/100
Dollars ($2,500,000.00), which reserve shall be instituted, without any further notice, on the date that is the ninetieth (90th) consecutive day following the Fourth Amendment Closing Date if


  
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Ampco Pitt-Corp., has not received the net proceeds of the issuance of either Ampco Preferred Shares and/or common stock of Ampco-Pitt Corp., in any case, in an amount not less than Ten Million
and 00/100 Dollars ($10,000,000.00) (as evidenced and determined in form and substance acceptable to the Agent) on or before such date. Once instituted, such reserve shall remain in place until such date as Ampco Pitt-Corp., has received the net
proceeds of the issuance of either Ampco Preferred Shares and/or common stock of Ampco-Pitt Corp., in any case, in an amount not less than Ten Million and 00/100 Dollars ($10,000,000.00) (as evidenced and determined in form and substance acceptable
to the Agent). 
 “Overnight Bank Funding Rate” shall mean, for any, day the rate per annum (based on a year
of 360 days and actual days elapsed) comprised of both overnight federal funds and overnight Eurocurrency borrowings by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the Federal Reserve Bank
of New York, as set forth on its public website from time to time, and as published on the next succeeding Business Day as the overnight bank funding rate by such Federal Reserve Bank of New York (or by such other recognized electronic source (such
as Bloomberg) selected by the Agent for the purpose of displaying such rate) (an “Alternate Source”); provided, that if such day is not a Business Day, the Overnight Bank Funding Rate for such day shall be such rate on the immediately
preceding Business Day; provided, further, that if such rate shall at any time, for any reason, no longer exist, a comparable replacement rate determined by the Agent at such time (which determination shall be conclusive absent manifest error). If
the Overnight Bank Funding Rate determined as above would be less than three-quarters of one percent (.75%), then such rate shall be deemed to be three-quarters of one percent (.75%). The rate of interest charged shall be adjusted as of each
Business Day based on changes in the Overnight Bank Funding Rate without notice to the Borrower. 
 “Resolution
Authority” shall mean an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority. 

“UK Financial Institution” shall mean any BRRD Undertaking (as such term is defined under the PRA Rulebook (as
amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority,
which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms. 

  
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 “UK Resolution Authority” means the Bank of England or any
other public administrative authority having responsibility for the resolution of any UK Financial Institution. 
 4. Section 1.2 of the
Credit Agreement is hereby amended by deleting the following definitions in their entirety and inserting in their stead the following: 

“Alternate Base Rate” shall mean, for any day, a rate per annum equal to the highest of (a) the Base Rate
in effect on such day, (b) the sum of the Overnight Bank Funding Rate in effect on such day plus one half of one percent (0.5%), and (c) the sum of the Daily LIBOR Rate in effect on such day plus one percent (1.0%), so long
as a Daily LIBOR Rate is offered, ascertainable and not unlawful. 
 “Alternate Source” shall have the meaning set
forth in the definition of Overnight Bank Funding Rate. 
 “Applicable Margin” shall mean(a) the percentage
spread to be added to Revolving Advances and Swing Loans consisting of Domestic Rate Loans based upon the Average Undrawn Availability for the most recently ended fiscal quarter according to the pricing grid set forth below under the heading
“Applicable Margins for Domestic Rate Loans”; and (b) the percentage spread to be added to Revolving Advances consisting of LIBOR Rate Loans based upon the Average Undrawn Availability for the most recently ended fiscal quarter
according to the pricing grid set forth below under the heading “Applicable Margins for LIBOR Rate Loans”. 

Effective as of the date on which the Borrowing Base Certificate required under Section 9.10 for the applicable month-end corresponding with the applicable most recently completed fiscal quarter-end of each fiscal year (each such Borrowing Base Certificate referred to herein as the “Quarter-End Borrowing Base Certificate”) is due to be delivered (each day on which such delivery is due, an “Adjustment Date”), the Applicable Margin for each type of Advance shall be adjusted,
if necessary, to the applicable percent per annum set forth in the pricing table below corresponding to the Average Undrawn Availability for the most recently completed fiscal quarter prior to the applicable Adjustment Date: 

  
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	 LEVEL
	  	 AVERAGE UNDRAWN AVAILABILITY
	  	APPLICABLE MARGINS
FOR LIBOR
RATE LOANS	 	 	APPLICABLE MARGINS
FOR DOMESTIC
RATE LOANS	 
	1	  	366% of the Maximum Revolving Advance Amount	  	 	2.75	% 	 	 	1.75	% 
	2	  	<66% and 333% of the Maximum Revolving Advance Amount	  	 	3.00	% 	 	 	2.00	% 
	3	  	<33% of the Maximum Revolving Advance Amount	  	 	3.25	% 	 	 	2.25	% 

 The Applicable Margin as of the Fourth Amendment Closing Date shall be based upon the
percentages associated with Level 3 pricing in the pricing grid above, and such Applicable Margin shall remain in effect until the first Adjustment Date occurring after the end of the first full fiscal quarter following the Fourth Amendment
Closing Date. 
 If Borrowers shall fail to deliver a Quarter-End Borrowing Base
Certificate required under Section 9.10 by the dates required pursuant to such section, each Applicable Margin shall be conclusively presumed to equal the highest Applicable Margin specified in the pricing table set forth above until the date
of delivery of such Quarter-End Borrowing Base Certificate, at which time the rate will be adjusted based upon the Average Undrawn Availability reflected on such
Quarter-End Borrowing Base Certificate. Notwithstanding anything to the contrary contained herein, no downward adjustment in any Applicable Margin shall be made on any Adjustment Date on which any Event of
Default shall have occurred and be continuing. Notwithstanding anything to the contrary contained herein, immediately and automatically upon the occurrence of any Event of Default and thereafter during the continuance thereof, each Applicable Margin
shall increase to and equal the highest Applicable Margin specified in the pricing table set forth above and shall continue at such highest Applicable Margin until the date (if any) on which such Event of Default shall be waived in accordance with
the provisions of this Agreement, at which time the rate will be adjusted based upon the Average Undrawn Availability reflected on the most recently delivered Quarter-End Borrowing Base Certificate delivered
by Borrowers to Agent pursuant to Section 9.9. Any increase in interest rates and/or other fees payable by Borrowers under this Agreement and the Other Documents pursuant to the provisions of the foregoing sentence shall be in addition to and
independent of any increase in such interest rates and/or other fees resulting from the occurrence of any Event of Default (including, if applicable, any Event of Default arising from a breach of Section 9.9 hereof) and at all times thereafter
during the continuance thereof and/or the effectiveness of the Default Rate provisions of Section 3.1 hereof or the default fee rate provisions of Section 3.2 hereof. 

  
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 If, as a result of any restatement of, or other adjustment to, the Quarter-End Borrowing Base Certificate or for any other reason, Agent determines that (a) the Average Undrawn Availability as previously calculated as of any applicable date for any applicable period was
inaccurate, and (b) a proper calculation of the Average Undrawn Availability for any such period would have resulted in different pricing for such period, then (i) if the proper calculation of the Average Undrawn Availability would have
resulted in a higher interest rate and/or fees (as applicable) for such period, automatically and immediately without the necessity of any demand or notice by Agent or any other affirmative act of any party, the interest accrued on the applicable
outstanding Advances and/or the amount of the fees accruing for such period under the provisions of this Agreement and the Other Documents shall be deemed to be retroactively increased by, and Borrowers shall be obligated to immediately pay to Agent
for the ratable benefit of Lenders an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period; and (ii) if the proper
calculation of the Average Undrawn Availability would have resulted in a lower interest rate and/or fees (as applicable) for such period, then the interest accrued on the applicable outstanding Advances and the amount of the fees accruing for such
period under the provisions of this Agreement and the Other Documents shall be deemed to remain unchanged, and Agent and Lenders shall have no obligation to repay interest or fees to the Borrowers; provided, that, if as a result of any restatement
or other event or other determination by Agent a proper calculation of the Average Undrawn Availability would have resulted in a higher interest rate and/or fees (as applicable) for one or more periods and a lower interest rate and/or fees (as
applicable) for one or more other periods (due to the shifting of income or expenses from one period to another period or any other reason), then the amount payable by Borrowers pursuant to clause (i) above shall be based upon the excess, if
any, of the amount of interest and fees that should have been paid for all applicable periods over the amounts of interest and fees actually paid for such periods. 

“Bail-In Action” means the exercise of any Write-Down and Conversion
Powers by the applicable Resolution Authority in respect of any liability of any Affected Financial Institution. 

  
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 “Bail-In
Legislation” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from
time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any
other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other
insolvency proceedings). 
 “Federal Funds Effective Rate” shall mean for any day the rate per annum (based
on a year of 360 days and actual days elapsed and rounded upward to the nearest 1/100 of 1%) announced by the Federal Reserve Bank of New York (or any successor) on such day as being the weighted average of the rates on overnight federal funds
transactions arranged by federal funds brokers on the previous trading day, as computed and announced by such Federal Reserve Bank (or any successor) in substantially the same manner as such Federal Reserve Bank computes and announces the weighted
average it refers to as the “Federal Funds Effective Rate” as of the date of this Agreement; provided, if such Federal Reserve Bank (or its successor) does not announce such rate on any day, the “Federal Funds Effective Rate” for
such day shall be the Federal Funds Effective Rate for the last day on which such rate was announced; provided further, however, that if the Fed Funds Effective Rate determined as provided above would be less than three-quarters of one percent
(.75%), such rate shall be deemed to be three-quarters of one percent (.75%) for purposes of this Agreement. 
 “Fee
Letter” shall mean the second amended and restated fee letter dated the Fourth Amendment Closing Date executed by Ampco-Pitt Corp. (for itself and on behalf of the other Loan Parties) and PNC. 

“Fixed Asset Advance Amount” shall mean (X) on the Fourth Amendment Closing Date, the lesser of
(a) a Dollar Equivalent amount equal to Fifteen Million and 00/100 Dollars ($15,000,000.00) and (b) subject to Section 2.1(b), 85% of the appraised net orderly liquidation value of Eligible Equipment, and (Y) after the Fourth
Amendment Closing Date, the availability under the Fixed Asset Advance Amount shall be updated monthly to reflect (a) all new Eligible Equipment purchased during the preceding calendar month (with respect to which availability shall be limited
to the least of (x) a Dollar Equivalent amount equal to 

  
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Fifteen Million and 00/100 Dollars ($15,000,000.00), (y) eighty-five percent (85%) of the Net Invoice Cost of such new Eligible Equipment or (z) subject to Section 2.1(b), eighty-five
percent (85%) of the appraised net orderly liquidation value of such new Eligible Equipment acquired pursuant to the acquisition of the stock or assets of a third party), and (b) eighty-five percent (85%) of the remaining unamortized borrowing
base amount of all dispositions of Eligible Equipment which have occurred during the preceding calendar month. The Fixed Asset Advance Amount shall be reduced by amortization of two and one-half of one percent
(2.50%) per fiscal quarter. Each new Eligible Equipment asset purchased after the Fourth Amendment Closing Date shall only be included in the applicable Formula Amount in an amount, subject to Section 2.1(b), equal to eighty-five percent (85%)
of the Net Invoice Cost of such new Eligible Equipment, less all required amortization until such time as the next regularly recurring Equipment appraisal is performed. Effective immediately upon delivery of each applicable recurring Equipment
appraisal, the amount included in the applicable Formula Amount with respect to such Eligible Equipment shall be reset to the least of (x) a Dollar Equivalent amount equal to Fifteen Million and 00/100 Dollars ($15,000,000.00), (y) subject to
the Section 2.1(b), eighty-five percent (85%) of the current appraised net orderly liquidation value of such Eligible Equipment or (z) the remaining unamortized amount. 

“LIBOR Rate” shall mean the following: 

(a) for any LIBOR Rate Loan made in any LIBOR Quoted Currency for the then current Interest Period relating thereto, the
interest rate per annum determined by Agent by dividing (the resulting quotient rounded upwards, if necessary, to the nearest 1/100th of 1% per annum) (a) the rate which appears on the Bloomberg Page BBAM1 (or on such other substitute Bloomberg
page that displays rates at which such LIBOR Quoted Currency deposits are offered by leading banks in the London interbank deposit market) for such LIBOR Quoted Currency, or the rate which is quoted by another source selected by Agent as an
authorized information vendor for the purpose of displaying rates at which such LIBOR Quoted Currency deposits are offered by leading banks in the London interbank deposit market (a “LIBOR Quoted Currency Alternate Source”), at
approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period as the London interbank offered rate for such LIBOR Quoted Currency for an amount comparable to such LIBOR Rate Loan and having a
borrowing date and a maturity comparable to such Interest Period (or if there shall at any time, for any reason, no longer exist a Bloomberg Page BBAM1 (or any 

  
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substitute page) or any LIBOR Quoted Currency Alternate Source, a comparable replacement rate determined by Agent at such time (which determination shall be conclusive absent manifest error)), by
(b) a number equal to 1.00 minus the Reserve Percentage; provided, however, that if the LIBOR Rate determined as provided above would be less than three-quarters of one percent (.75%), such rate shall be deemed to be three-quarters of one
percent (.75%) for purposes of this Agreement. 
 The LIBOR Rate shall be adjusted with respect to any LIBOR Rate Loan that
is outstanding on the effective date of any change in the Reserve Percentage as of such effective date. Agent shall give reasonably prompt notice to the Borrowing Agent of the LIBOR Rate as determined or adjusted in accordance herewith, which
determination shall be conclusive absent manifest error. 
 (b) for any LIBOR Rate Loan made in Swedish Krona for the then
current Interest Period relating thereto, the interest rate per annum determined by Agent by dividing (the resulting quotient rounded upwards, if necessary, to the nearest 1/100th of 1% per annum) (a) the Stockholm Interbank Offered Rate
(STIBOR) which appears on the Bloomberg Page BTMM SW (or on such other substitute Bloomberg page that displays rates at which Swedish Krona deposits are offered by leading banks in the Stockholm interbank deposit market) as published by the Swedish
Bankers’ Association (or on any successor or substitute service providing rate quotations comparable to those currently provided by such service, as determined by the Agent from time to time) for Swedish Krona, or the rate which is quoted by
another source selected by Agent as an authorized information vendor for the purpose of displaying rates at which Swedish Krona deposits are offered by leading banks in the Stockholm interbank deposit market (a “STIBOR Alternate Source”),
at approximately 11:00 a.m., Stockholm, Sweden time, two (2) Business Days prior to the commencement of such Interest Period as the Stockholm interbank offered rate for Swedish Krona for an amount comparable to such LIBOR Rate Loan and having a
borrowing date and a maturity comparable to such Interest Period (or if there shall at any time, for any reason, no longer exist a Bloomberg Page BTMM SW (or any substitute page) or any STIBOR Alternate Source, a comparable replacement rate
determined by Agent at such time (which determination shall be conclusive absent manifest error)), by (b) a number equal to 1.00 minus the Reserve Percentage; provided, however, that if the LIBOR Rate determined as provided above would be less
than three-quarters of one percent (.75%), such rate shall be deemed to be three-quarters of one percent (.75%) for purposes of this Agreement. 

  
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 The LIBOR Rate shall be adjusted with respect to any LIBOR Rate Loan that is
outstanding on the effective date of any change in the Reserve Percentage as of such effective date. Agent shall give reasonably prompt notice to the Borrowing Agent of the LIBOR Rate as determined or adjusted in accordance herewith, which
determination shall be conclusive absent manifest error. 
 (c) for any LIBOR Rate Loan made in Canadian Dollars for the then
current Interest Period relating thereto, the interest rate per annum determined by Agent equal to the arithmetic average rate applicable to Canadian Dollar bankers’ acceptances (C$BAs) for the applicable Interest Period appearing on the
Bloomberg page BTMM CA, rounded to the nearest 1/100th of one percent (1%) (with .005% being rounded up) per annum, at approximately 11:00 a.m. Eastern Time, three (3) Business Days prior to the commencement of such Interest Period, or if such
day is not a Business Day, then on the immediately preceding Business Day, provided that if such rate does not appear on the Bloomberg page BTMM CA on such day then such rate on such day shall be the rate for such period applicable to Canadian
Dollar bankers’ acceptances quoted by a bank listed in Schedule I of the Bank Act (Canada), as selected by the Agent, as of 11:00 a.m. Eastern Time on such day or, if such day is not a Business Day, then on the immediately preceding Business
Day; provided, however, that if the LIBOR Rate determined as provided above would be less than three-quarters of one percent (.75%), such rate shall be deemed to be three-quarters of one percent (.75%) for purposes of this Agreement. 

The LIBOR Rate shall be adjusted with respect to any LIBOR Rate Loan that is outstanding on the effective date of any change in
the Reserve Percentage as of such effective date. Agent shall give reasonably prompt notice to the Borrowing Agent of the LIBOR Rate as determined or adjusted in accordance herewith, which determination shall be conclusive absent manifest error.

 (d) If, at any time, the Agent and all of the Lenders approve an additional Optional Currency, any references in this
Agreement to the LIBOR Rate applicable to any such additional Optional Currency shall be a reference to a rate to be mutually agreed upon between the Agent and the Borrowers 

“Maximum Revolving Advance Amount” shall mean, on and after the Fourth Amendment Closing Date, a Dollar
Equivalent Amount equal to (i) the difference of (a) Ninety-Two Million Five Hundred Thousand and 00/100 Dollars ($92,500,000.00) less, (b) solely for purposes of Section 2.1 hereof, on any
applicable date of determination, the then-applicable amount of the Fourth Amendment Reserve, plus (ii) any increases in accordance with Section 2.24 and minus (iii) any permanent reductions in accordance with Section 2.2(f).


  
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 “Permitted Dividends” shall mean so long as if immediately
prior to and upon giving effect to such dividend (whether such dividend is a current payment obligation or an accrued payment obligation that was previously unable to be paid under the terms and provisions hereof), (x) no Default or Event of Default
exists or will be created thereby, (y) pro forma Undrawn Availability (measured as both a thirty-day average and upon giving effect to such dividend) will not be less than fifteen percent (15%) of
the Maximum Revolving Advance Amount and (z) such contemplated dividend payment shall not exceed in any fiscal year, singularly or in the aggregate, together with all other dividends paid during such applicable fiscal year with respect to Ampco
Preferred Shares, an amount equal to ten percent (10%) of the net proceeds received by Ampco-Pitt Corp., in connection with and solely attributable to the issuance of the Ampco Preferred Shares, Borrowers shall be permitted to pay dividends to
Ampco-Pitt Corp., to pay certain preferred equity dividends pursuant to the terms and provisions of the Ampco Preferred Shares, as applicable. 

“Published Rate” shall mean the rate of interest published each Business Day in the Wall Street Journal
“Money Rates” listing under the caption “London Interbank Offered Rates” for a one month period (or, if no such rate is published therein for any reason, then the Published Rate shall be the LIBOR Rate for a one month period as
published in another publication selected by the Agent); provided, however, that if the Published Rate determined as provided above would be less than three-quarters of one percent (.75%), such rate shall be deemed to be three-quarters of one
percent (.75%) for purposes of this Agreement. 
 “Revolving Commitment Amount” shall mean, (i) as to
any Lender other than a New Lender, the Revolving Commitment amount (if any) set forth below such Lender’s name on the signature page to the Fourth Amendment (or, in the case of any Lender that became party to this Agreement after the Fourth
Amendment Closing Date pursuant to Section 16.3(c) or (d) hereof, the Revolving Commitment amount (if any) of such Lender as set forth in the applicable Commitment Transfer Supplement), and (ii) as to any Lender that is a New Lender,
the Revolving Commitment amount provided for in the joinder signed by such New Lender under Section 2.24(a)(x), in each case as the same may be adjusted upon any increase by such Lender pursuant to Section 2.24 hereof, or any assignment by
or to such Lender pursuant to Section 16.3(c) or (d) hereof. 

  
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 “Revolving Commitment Percentage” shall mean,
    (i) as to any Lender other than a New Lender, the Revolving Commitment Percentage (if any) set forth below such Lender’s name on the signature page to the Fourth Amendment (or, in the case of any Lender that became party
to this Agreement after the Fourth Amendment Closing Date pursuant to Section 16.3(c) or (d) hereof, the Revolving Commitment Percentage (if any) of such Lender as set forth in the applicable Commitment Transfer Supplement), and
(ii) as to any Lender that is a New Lender, the Revolving Commitment Percentage provided for in the joinder signed by such New Lender under Section 2.24(a)(ix), in each case as the same may be adjusted upon any increase in the Maximum
Revolving Advance Amount pursuant to Section 2.24 hereof, or any assignment by or to such Lender pursuant to Section 16.3(c) or (d) hereof. 

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the
write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in
the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to
cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person
or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that
Bail-In Legislation that are related to or ancillary to any of those powers. 
 5. Clause
(i) of the definition of “Eligible Domestic Receivables” in Section 1.2 of the Credit Agreement is hereby deleted in its entirety and in its stead is inserted the following: 

(i) the Customer is the United States of America, any state or any department, agency or instrumentality of any of them, unless
the applicable Borrower assigns its right to payment of such Receivable to Agent pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. Sub-Section 3727 et seq. and 41 U.S.C. Sub-Section 15 et seq.) or has otherwise complied with other applicable statutes or ordinances, Receivables that, but for compliance with this subsection (i), are otherwise Eligible Domestic Receivables, shall be
deemed to be Eligible Domestic Receivables to the extent that the amount of all such Receivables with respect to all such Customers does not exceed One Million and 00/100 Dollars ($1,000,000.00), singularly or in the aggregate, at any time;


  
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 6. Each of: (1) clause (v) of Section 2.1(a)(A)(y); (2) clause (v) of
Section 2.1(a)(B)(y); (3) clause (iv) of Section 2.1(a)(C)(y); and (4) clause (iv) of Section 2.1(a)(D)(y) is hereby amended to delete therefrom the reference to “reserves” and, in each case, to insert therein the
reference to “reserves (including, without limitation, the Fourth Amendment Reserve)”. 
 7. Clause (b) of Section 2.8
of the Credit Agreement is hereby deleted in its entirety and in its stead is inserted the following: 
 (b) Each Borrower
recognizes that the amounts evidenced by checks, notes, drafts or any other items of payment relating to and/or proceeds of Collateral may not be collectible by Agent on the date received by Agent. Agent shall conditionally credit Borrowers’
Account for each item of payment on the next Business Day after the Business Day on which such item of payment is received by Agent (and the Business Day on which each such item of payment is so credited shall be referred to, with respect to such
item, as the “Application Date”). Agent is not, however, required to credit Borrowers’ Account for the amount of any item of payment which is unsatisfactory to Agent and Agent may charge Borrowers’ Account for the amount of any
item of payment which is returned, for any reason whatsoever, to Agent unpaid. Subject to the foregoing, Borrowers agree that for purposes of computing the interest charges under this Agreement, each item of payment received by Agent shall be deemed
applied by Agent on account of the Obligations on its respective Application Date. Borrowers further agree that there is a monthly float charge payable to Agent for Agent’s sole benefit, in an amount equal to (y) the face amount of all
items of payment received during the prior month (including items of payment received by Agent as a wire transfer or electronic depository check) multiplied by (z) the Revolving Interest Rate with respect to Domestic Rate Loans for one
(1) Business Day. All proceeds received by Agent shall be applied to the Obligations in accordance with Section 4.8(h). 
 8.
Section 3.8 of the Credit Agreement is hereby deleted in its entirety and in its stead is inserted the following: 
 3.8 Alternate Rate
of Interest. 
 3.8.1 Interest Rate Inadequate or Unfair. 

In the event that Agent or any Lender shall have determined that: 

  
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 (a) reasonable means do not exist for ascertaining the LIBOR Rate for any
Interest Period; 
 (b) Dollar deposits in the relevant amount and for the relevant maturity are not available in the London
interbank LIBOR market, with respect to an outstanding LIBOR Rate Loan, a proposed LIBOR Rate Loan, or a proposed conversion of a Domestic Rate Loan into a LIBOR Rate Loan; 

(c) the making, maintenance or funding of any LIBOR Rate Loan has been made impracticable or unlawful by compliance by Agent or
such Lender in good faith with any Applicable Law or any interpretation or application thereof by any Governmental Body or with any request or directive of any such Governmental Body (whether or not having the force of law); or 

(d) the LIBOR Rate will not adequately and fairly reflect the cost to such Lender of the establishment or maintenance of any
LIBOR Rate Loan, 
 then Agent shall give Borrowing Agent prompt written or telephonic notice of such determination in
accordance with the terms and provisions of Section 16.6 hereof. If such notice is given prior to a Benchmark Replacement Date (as defined below), (i) any such requested LIBOR Rate Loan shall be made as a Domestic Rate Loan, unless Borrowing
Agent shall notify Agent no later than 1:00 p.m. two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of LIBOR Rate Loan, (ii) any Domestic
Rate Loan or LIBOR Rate Loan which was to have been converted to an affected type of LIBOR Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. two
(2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of LIBOR Rate Loan, and (iii) any outstanding affected LIBOR Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent
shall notify Agent, no later than 1:00 p.m. two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected LIBOR Rate Loan, shall be converted into an unaffected type of LIBOR Rate Loan, on
the last Business Day of the then current Interest Period for such affected LIBOR Rate Loans (or sooner, if any Lender cannot continue to lawfully maintain such affected LIBOR Rate Loan). Until such notice has been withdrawn, Lenders shall have no
obligation to make an affected type of LIBOR Rate Loan or maintain outstanding affected LIBOR Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of LIBOR Rate Loan into an affected type of LIBOR
Rate Loan. 

  
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 3.8.2 Successor LIBOR Rate Index. 

(a) Benchmark Replacement. Notwithstanding anything to the contrary herein or in the Other Documents, if the
Agent determines that a Benchmark Transition Event or an Early Opt-in Event has occurred with respect to any LIBOR Quoted Currency or any other Optional Currency, as applicable, the Agent and the Borrowers may
amend this Agreement to replace the applicable LIBOR Rate with a Benchmark Replacement; and any such amendment will become effective at 5:00 p.m. New York City time on the fifth (5th) Business Day
after the Agent has provided such proposed amendment to all Lenders, so long as the Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders. Until the applicable Benchmark
Replacement with respect to any LIBOR Quoted Currency or any other Optional Currency, as applicable, is effective, each advance, conversion and renewal of a LIBOR Rate Loan with respect to such LIBOR Quoted Currency or such other Optional Currency,
as applicable, will continue to bear interest with reference to the applicable LIBOR Rate; provided, however, during a Benchmark Unavailability Period with respect to any LIBOR Quoted Currency or any other Optional Currency, as applicable,
(i) any pending selection of, conversion to or renewal of a LIBOR Rate Loan with respect to any LIBOR Quoted Currency or any other Optional Currency, as applicable, that has not yet gone into effect shall be deemed to be a selection of,
conversion to or renewal of a Domestic Rate Loan in the Dollar Equivalent amount of such Loan, (ii) all outstanding LIBOR Rate Loans with respect to such LIBOR Quoted Currency or such other Optional Currency, as applicable, shall automatically
be converted to Domestic Rate Loans in the Dollar Equivalent amount of such Loan at the expiration of the existing Interest Period (or sooner, if Agent cannot continue to lawfully maintain such affected LIBOR Rate Loan) and, as applicable,
(iii) the component of the Alternate Base Rate based upon the LIBOR Rate will not be used in any determination of the Alternate Base Rate. 

(b) Benchmark Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement,
the Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in the Other Documents, any amendments implementing such Benchmark Replacement Conforming
Changes will become effective without any further action or consent of any other party to this Agreement. 

  
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 (c) Notices; Standards for Decisions and Determinations. The
Agent will promptly notify the Borrower and the Lenders of (i) the implementation of any Benchmark Replacement, (ii) the effectiveness of any Benchmark Replacement Conforming Changes and (iii) the commencement of any Benchmark
Unavailability Period. Any determination, decision or election that may be made by the Agent or Lenders pursuant to this Section 3.8.2 including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and
without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 3.8.2. 

(d) Certain Defined Terms. As used in this Section 3.8.2: 

“Benchmark Replacement” means, with respect to any LIBOR Quoted Currency or any other Optional
Currency, as applicable, the sum of: (a) the alternate benchmark rate that has been selected by the Agent and the Borrowers giving due consideration to (i) any selection or recommendation of a replacement rate or the mechanism for
determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a rate of interest as a replacement to the LIBOR Rate with respect to any LIBOR Quoted Currency or any other
Optional Currency, as applicable, for (A) with respect to Dollar Loans, U.S. dollar-denominated credit facilities or (B) with respect to Optional Currency Loans, U.S. credit facilities providing for loans in such Optional Currency and
(b) the Benchmark Replacement Adjustment; provided that, if the Benchmark Replacement as so determined would be less than three-quarters of one percent (.75%), the Benchmark Replacement will be deemed to be three-quarters of one percent (.75%)
for the purposes of this Agreement. 
 “Benchmark Replacement Adjustment” means, with respect to
any replacement of the LIBOR Rate with respect to any LIBOR Quoted Currency or any other Optional Currency, as applicable, with an alternate benchmark rate for each applicable Interest Period, the spread adjustment, or method for calculating or
determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Agent and the Borrower (a) giving due consideration to (i) any selection or recommendation of a spread adjustment, or
method for calculating or determining such spread adjustment, for the replacement of the LIBOR Rate with respect to such LIBOR Quoted Currency or such 

  
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other Optional Currency, as applicable, with the applicable Benchmark Replacement (excluding such spread adjustment) by the Relevant Governmental Body or (ii) any evolving or then-prevailing
market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for such replacement of the LIBOR Rate for (A) with respect to Dollar Loans, U.S. dollar-denominated credit facilities or
(B) with respect to Optional Currency Loans, U.S. credit facilities providing for loans in such Optional Currency and (b) which may also reflect adjustments to account for (i) the effects of the transition from the LIBOR Rate with
respect to such LIBOR Quoted Currency or such other Optional Currency, as applicable, to the Benchmark Replacement and (ii) yield- or risk-based differences between the LIBOR Rate with respect to such LIBOR Quoted Currency or such other
Optional Currency, as applicable, and the Benchmark Replacement. 
 “Benchmark Replacement Conforming
Changes” means, with respect to any applicable Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Interest Period,”
timing and frequency of determining rates and making payments of interest and other administrative matters) that the Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the
administration thereof by the Agent in a manner substantially consistent with market practice (or, if the Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Agent determines that no market
practice for the administration of the Benchmark Replacement exists, in such other manner of administration as the Agent decides is reasonably necessary in connection with the administration of this Agreement). 

“Benchmark Replacement Date” means the earlier to occur of the following events with respect to the
LIBOR Rate with respect to any LIBOR Quoted Currency or any other Optional Currency, as applicable: 
 (1) in the case of
clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the
applicable LIBOR Rate permanently or indefinitely ceases to provide the such LIBOR Rate; or 

  
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 (2) in the case of clause (3) of the definition of “Benchmark
Transition Event,” the date of the public statement or publication of information referenced therein. 

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect
to the applicable LIBOR Rate: 
 (1) a public statement or publication of information by or on behalf of the administrator of
the LIBOR Rate with respect to such LIBOR Quoted Currency or such other Optional Currency, as applicable, announcing that such administrator has ceased or will cease to provide the applicable LIBOR Rate with respect to such LIBOR Quoted Currency or
such other Optional Currency, as applicable, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the LIBOR Rate with respect to such LIBOR Quoted
Currency or such other Optional Currency, as applicable; 
 (2) a public statement or publication of information by a
Governmental Body having jurisdiction over the Agent, the regulatory supervisor for the administrator of the LIBOR Rate with respect to such LIBOR Quoted Currency or such other Optional Currency, as applicable, the U.S. Federal Reserve System, an
insolvency official with jurisdiction over the administrator for the LIBOR Rate with respect to such LIBOR Quoted Currency or such other Optional Currency, as applicable, a resolution authority with jurisdiction over the administrator for the LIBOR
Rate with respect to such LIBOR Quoted Currency or such other Optional Currency, as applicable, or a court or an entity with similar insolvency or resolution authority over the administrator for the LIBOR Rate with respect to such LIBOR Quoted
Currency or such other Optional Currency, as applicable, which states that the administrator of the LIBOR Rate with respect to such LIBOR Quoted Currency or such other Optional Currency, as applicable, has ceased or will cease to provide the LIBOR
Rate with respect to such LIBOR Quoted Currency or such other Optional Currency, as applicable, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to
provide the LIBOR Rate with respect to such LIBOR Quoted Currency or such other Optional Currency, as applicable; or 
 (3) a
public statement or publication of information by the regulatory supervisor for the administrator of the LIBOR Rate with respect to such LIBOR Quoted Currency or such other Optional Currency, as applicable, or a Governmental Body having jurisdiction
over the Agent announcing that the LIBOR Rate with respect to such LIBOR Quoted Currency or such other Optional Currency, as applicable, is no longer representative. 

  
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 “Benchmark Unavailability Period” means, if a
Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the LIBOR Rate with respect to such LIBOR Quoted Currency or such other Optional Currency, as applicable, and solely to the extent that the LIBOR
Rate with respect to such LIBOR Quoted Currency or such other Optional Currency, as applicable, has not been replaced with a Benchmark Replacement, the period (x) beginning at the time that such Benchmark Replacement Date has occurred if, at
such time, no Benchmark Replacement has replaced the LIBOR Rate with respect to such LIBOR Quoted Currency or such other Optional Currency, as applicable, for all purposes hereunder in accordance with Section 3.8.2 and (y) ending at the
time that a Benchmark Replacement has replaced the LIBOR Rate with respect to such LIBOR Quoted Currency or such other Optional Currency, as applicable, for all purposes hereunder pursuant to Section 3.8.2. 

“Early Opt-in Event” means a determination by the Agent that
(a) with respect to Dollar LIBOR Rate Loans, U.S. dollar denominated credit facilities being executed at such time, or that include language similar to that contained in this Section 3.8.2, are being executed or amended, as applicable, to
incorporate or adopt a new benchmark interest rate to replace the LIBOR Rate for Dollar Libor Rate Loans or (b) with respect to any Optional Currency LIBOR Rate Loans, U.S. credit facilities providing for loans in such Optional Currency being
executed at such time, or that include language similar to that contained in this Section 3.8.2, are being executed or amended, as applicable, to incorporate or adopt a new benchmark interest rate to replace the LIBOR Rate for such Optional
Currency LIBOR Rate Loans. 
 “Relevant Governmental Body” means (a) the Federal Reserve Board
and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto and (b) with respect to any Optional Currency Loans,
in addition to the Persons named in clause (a) of this definition, the comparable Governmental Body or other applicable Person for loans in such Optional Currency as determined by the Agent in its sole discretion. 

  
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 9. Section 4.6 of the Credit Agreement is hereby deleted in its entirety and in its stead is
inserted the following: 
 4.6 Inspection of Premises. 

At all reasonable times and from time to time as often as Agent shall elect in its sole discretion, exercised in a commercially
reasonable manner, (but, in any event, not less frequently than one (1) time per fiscal year), Agent and each Lender shall have full access to and the right to audit, check, inspect and make abstracts and copies from each Loan Party’s
books, records, audits, correspondence and all other papers relating to the Collateral and the operation of each Loan Party’s business. Agent, any Lender and their agents may enter upon any premises of any Loan Party at any time during business
hours and at any other reasonable time, and from time to time as often as Agent shall elect in its sole discretion, for the purpose of inspecting the Collateral and any and all records pertaining thereto and the operation of such Loan Party’s
business. 
 10. Section 4.7 of the Credit Agreement is hereby deleted in its entirety and in its stead is inserted the following: 

4.7 Appraisals. 

Agent may, in its sole discretion, exercised in a commercially reasonable manner, at any time after the Closing Date and from
time to time (but, in any event, not less frequently than one (1) time per fiscal year), engage the services of an independent appraisal firm or firms of reputable standing, satisfactory to Agent, for the purpose of appraising the then current
values of Loan Parties’ assets. In the event the value of Borrowers’ Inventory and/or equipment, as so determined pursuant to such appraisal, is less than anticipated by Agent or Lenders, such that the Revolving Advances are in excess of
such Advances permitted hereunder, then, promptly upon Agent’s demand for same, Borrowers shall make mandatory prepayments of the then outstanding Revolving Advances so as to eliminate the excess Advances. 

11. Clause (d) of Section 4.8 of the Credit Agreement is hereby deleted in its entirety and in its stead is inserted the following:

 (d) Loan Parties shall instruct their Customers to deliver all remittances upon Receivables (whether paid by check or by
wire transfer of funds) to such Blocked Account(s) and/or Depository Accounts (and any associated lockboxes) as Agent shall designate from time to time as contemplated by Section 4.8(h) or as otherwise agreed to from time to time by Agent. To
the extent any Loan Party directly receives any remittances upon Receivables, such Loan Party shall, at such Loan Party’s sole cost 

  
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and expense, but on Agent’s behalf and for Agent’s account, collect as Agent’s property and in trust for Agent all amounts received on Receivables, and shall not commingle such
collections with any Loan Party’s funds or use the same except to pay Obligations, and shall as soon as possible and in any event no later than one (1) Business Day after the receipt thereof (i) in the case of remittances paid by
check, deposit all such remittances in their original form (after supplying any necessary endorsements) and (ii) in the case of remittances paid by wire transfer of funds, transfer all such remittances, in each case, into such Blocked
Accounts(s) and/or Depository Account(s). Each Loan Party shall deposit in the Blocked Account and/or Depository Account or, upon request by Agent, deliver to Agent, in original form and on the date of receipt thereof, all checks, drafts, notes,
money orders, acceptances, cash and other evidences of Indebtedness. Each of the UK Borrower and/or the Swedish Borrowers, as applicable, shall instruct the Customers with respect to such Receivables to deliver all remittances upon such Receivables
upon Receivables (whether paid by check or by wire transfer of funds) to such Blocked Account(s) and/or Depository Accounts (and any associated lockboxes) as Agent shall designate from time to time as contemplated by Section 4.8(h) or as
otherwise agreed to from time to time by Agent and (ii) to the extent any Loan Party directly receives any remittances upon Receivables, such Loan Party shall, at such Loan Party’s sole cost and expense, but on Agent’s behalf and for
Agent’s account, collect as Agent’s property and in trust for Agent all amounts received on Receivables, and shall not commingle such collections with any Loan Party’s funds or use the same except to pay Obligations, and shall as soon
as possible and in any event no later than one (1) Business Day after the receipt thereof (y) in the case of remittances paid by check, deposit all such remittances in their original form (after supplying any necessary endorsements) and
(z) in the case of remittances paid by wire transfer of funds, transfer all such remittances, in each case, into such Blocked Accounts(s) and/or Depository Account(s). 

12. Clause (h) of Section 4.8 of the Credit Agreement is hereby deleted in its entirety and in its stead is inserted the following:

 (h) All proceeds of Collateral shall be deposited by Loan Parties into either (i) a lockbox account, dominion account
or such other “blocked account” (“Blocked Accounts”) established at a bank or banks (each such bank, a “Blocked Account Bank”) pursuant to an arrangement with such Blocked Account Bank as may be acceptable to Agent or
(ii) depository accounts (“Depository Accounts”) established at Agent for the deposit of such proceeds. Each applicable Loan Party, Agent and each Blocked Account Bank shall enter into a deposit account control


  
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agreement in form and substance satisfactory to Agent that is sufficient to give Agent “control” (for purposes of Articles 8 and 9 of the Uniform Commercial Code) over such account and
which directs such Blocked Account Bank to transfer such funds so deposited on a daily basis or at other times acceptable to Agent to Agent, either to any account maintained by Agent at said Blocked Account Bank or by wire transfer to appropriate
account(s) at Agent. All funds deposited in such Blocked Accounts or Depository Accounts shall immediately become subject to the security interest of Agent for its own benefit and the ratable benefit of Issuer, Lenders and all other holders of the
Obligations, and Borrowing Agent shall obtain the agreement by such Blocked Account Bank to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any responsibility for such blocked account arrangement,
including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. Agent shall apply all funds received by it from the Blocked Accounts and/or Depository Accounts to the satisfaction
of the Obligations (including the cash collateralization of the Letters of Credit) in such order as Agent shall determine in its sole discretion, provided that, in the absence of any Event of Default, Agent shall apply all such funds representing
collection of Receivables first to the prepayment of the principal amount of the Swing Loans, if any, and then to the Revolving Advances. All proceeds of Collateral comprised of assets of the UK Borrower and/or the Swedish Borrowers, as applicable,
shall be deposited by applicable Loan Parties into either (i) a Blocked Account established at a Blocked Account Bank pursuant to an arrangement with such Blocked Account Bank as may be acceptable to Agent or (ii) Depository Accounts
established at Agent for the deposit of such proceeds. 
 13. Clause (i) of Section 4.8 of the Credit Agreement is hereby deleted
in its entirety and in its stead is inserted the following: 
 (i) [Reserved]. 

14. Section 6.5 of the Credit Agreement is hereby deleted in its entirety and in its stead is inserted the following: 

6.5 Financial Covenants. 

(a) [Reserved]. 

(b) Minimum Undrawn Availability. As of and at all times after the Fourth Amendment Closing Date, maintain at all times
Undrawn Availability of not less than the greater of (a) Twelve Million Five Hundred Thousand and 00/100 Dollars ($12,500,000.00) and (b) twelve and one-half of one percent (12.5%) of the Maximum
Revolving Advance Amount. 

  
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 15. Section 9.2 of the Credit Agreement is hereby deleted in its entirety and in its stead
is inserted the following: 
 9.2 Schedules. 

Deliver to Agent, on or before the twentieth (20th) day of each month as and for the prior month, (a) accounts receivable
ageings inclusive of reconciliations to the general ledger, (b) accounts payable schedules inclusive of reconciliations to the general ledger and the status of all accruals and payments of Priority Payables, and (c) Inventory reports.
Within three (3) Business Days after each calendar week, a sales report/roll forward for the prior week shall be furnished to the Agent and the Lenders based on the most recently ended calendar week. In addition, each Loan Party will deliver to
Agent at such intervals as Agent may require: (i) confirmatory assignment schedules; (ii) copies of Customer’s invoices; (iii) evidence of shipment or delivery; and (iv) such further schedules, documents and/or information
regarding the Collateral as Agent may require including trial balances and test verifications. Agent shall have the right to confirm and verify all Receivables by any manner and through any medium it considers advisable and do whatever it may deem
reasonably necessary to protect its interests hereunder. The items to be provided under this Section are to be in form satisfactory to Agent and executed by each Loan Party and delivered to Agent from time to time solely for Agent’s convenience
in maintaining records of the Collateral, and any Loan Party’s failure to deliver any of such items to Agent shall not affect, terminate, modify or otherwise limit Agent’s Lien with respect to the Collateral. Unless otherwise agreed to by
Agent, the items to be provided under this Section 9.2 shall be delivered to Agent by the specific method of Approved Electronic Communication designated by Agent. 

16. Section 9.10 of the Credit Agreement is hereby deleted in its entirety and in its stead is inserted the following: 

9.10 Borrowing Certificates. 

Within three (3) Business Days after each calendar week, a Borrowing Base Certificate, in form and substance satisfactory
to Agent, shall be furnished to the Agent and the Lenders based on the most recently ended calendar week. 
 17. Section 13.1 of the Credit
Agreement is hereby deleted in its entirety and in its stead is inserted the following: 

  
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 13.1 Term. 

This Agreement, which shall inure to the benefit of and shall be binding upon the respective successors and permitted assigns
of each Loan Party, Agent and each Lender, shall become effective on the date hereof and shall continue in full force and effect until May 20, 2022 (the “Term”) unless sooner terminated as herein provided. Loan Parties may terminate
this Agreement at any time upon thirty (30) days prior written notice to Agent upon payment in full of the Obligations. 
 18. Section
16.20 of the Credit Agreement is hereby deleted in its entirety and in its stead is inserted the following: 
 16.20.
Acknowledgment and Consent to Bail-In of EEA Financial Institutions – Contractual Recognition of Bail-In. 

Notwithstanding anything to the contrary in this Agreement, any Other Document or in any other agreement, arrangement or
understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under this Agreement or any Other Document, to the extent such liability is unsecured, may be subject to the
write-down and conversion powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: 

(i) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities
arising hereunder which may be payable to it by any Lender that is an Affected Financial Institution; and 
 (ii) the
effects of any Bail-in Action on any such liability, including, if applicable: 

(A) a reduction in full or in part or cancellation of any such liability; 

(B) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected
Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any
such liability under this Agreement or any Other Document; or 
 (C) the variation of the terms of such liability in
connection with the exercise of the write-down and conversion powers of the applicable Resolution Authority. 

  
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 19. Article XVI of the Credit Agreement is hereby amended by adding thereto as a new
Section 16.22 the following: 
 16.22 Acknowledgment Regarding any Supported QFCs. 

To the extent that the Agreement or any Other Document provides support, through a guarantee or otherwise, for Hedge
Liabilities or any agreement or instrument otherwise that is a QFC (such support, “QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the
resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the
“U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that this Agreement and/or any Other Document and any Supported QFC may in fact be
stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States): 

(a) In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject
to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in
property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit
Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding
under a U.S. Special Resolution Regime, Default Rights under this Agreement and/or any Other Document that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be
exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC, this Agreement and/or any Other Document were governed by the laws of the United States or a state of the
United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or
any QFC Credit Support. 

  
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 (b) As used in this Section 16.22, the following terms have the
following meanings: 
 “BHC Act Affiliate” of a party means an “affiliate” (as such term is
defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party. 
 “Covered Entity”
means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b), (ii) a “covered bank” as that term is defined in, and interpreted in accordance
with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). 

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12
C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. 
 “QFC” has the meaning assigned to the term
“qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D). 
 20. Schedules
1.1, 1.1(S)(2), 4.4, 5.2(a), 5.2(b), 5.4, 5.8(b)(1), 5.8(d), 5.9, 5.14, 5.24, 5.27 and 7.3 to the Credit Agreement are hereby deleted in their entirety and replaced by Schedules 1.1, 1.1(S)(2), 4.4, 5.2(a), 5.2(b), 5.4, 5.8(b)(1), 5.8(d),
5.9, 5.14, 5.24, 5.27 and 7.3 respectively, to the Credit Agreement attached hereto and made a part hereof as Exhibit B. 
 21.
Exhibits 1.2 and 1.2(a) to the Credit Agreement are hereby deleted in their entirety and replaced by Exhibits 1.2 and 1.2(a), respectively, to the Credit Agreement attached hereto and made a part hereof as Exhibit C. 

22. The provisions of Sections 2 through 21 and Sections 23 through 25 of this Fourth Amendment shall not become effective until the Agent
shall have received: 
 (a) this Fourth Amendment, duly executed by the Borrowers, the Guarantors, the Required Lenders
and the Agent; 
 (b) the documents and conditions listed in the Preliminary Closing Agenda attached hereto and made a
part hereof as Exhibit A; 
 (c) payment of (a) the fees due and payable under the Fee Letter and (b) all
fees and expenses owed to the Agent, and the Agent’s counsel in connection with this Fourth Amendment and the Credit Agreement (including, without limitation, any such fees and expenses payable pursuant to any fee letter entered into between
the Borrowers and the Agent in connection herewith); and 
 (d) such other documents in connection with such
transactions as the Agent or said counsel may reasonably request. 

  
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 23. As of the Fourth Amendment Closing Date, the parties hereby agree (i) that the
Revolving Commitment Amounts and Revolving Commitment Percentages shall, as applicable, be reallocated and shall be as set forth below each applicable Lender’s name on the applicable signature page hereof, (ii) that the requisite
assignments shall be deemed to be made in such amounts among the Lenders (including the Exiting Lender) and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Commitment Transfer
Supplements, (iii) to the non-pro rata repayment of Advances to the Exiting Lender as set forth in this Fourth Amendment and (iv) to any adjustments to be made to the Register to effectuate such
reallocations and assignments. Notwithstanding anything to the contrary in Section 16.3 of the Credit Agreement or any Other Document, no other documents or instruments, including any Commitment Transfer Supplement, shall be executed in
connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by a Commitment Transfer
Supplement. On the Fourth Amendment Closing Date, to the extent necessary, the Lenders shall make full cash settlement with each other through the Agent (including in the form of non-pro rata funding by
M&T Bank as a new Lender with respect to its new Revolving Commitment Amount, including, without limitation, in an aggregate amount equal to the outstanding Advances of the Exiting Lender), as the Agent may direct or approve, with respect to all
assignments, reallocations and other changes in Revolving Commitment Amounts such that after giving effect to such settlements each Lender’s Revolving Commitment Percentage, as applicable, shall be as set forth below such applicable
Lender’s name on the applicable signature page hereof. 
 24. By its execution of this Fourth Amendment, each of the parties signatory
hereto acknowledges and agrees that, upon the occurrence of the Fourth Amendment Closing Date, (a) the Exiting Lender shall cease to be a Lender under the Credit Agreement and (b) the Exiting Lender shall have no further rights or
obligations as a Lender under the Credit Agreement, except to the extent of rights and obligations that survive a Lender’s assignment of its commitments pursuant to Section 16.3 of the Credit Agreement. The Exiting Lender is a party to
this Fourth Amendment solely for the purpose of evidencing its agreement to Section 23 and this Section 24. 
 25. By its
execution of this Fourth Amendment, M&T Bank, as a new Lender, hereby: (i) confirms that it has received a copy of the Credit Agreement, together with copies of such financial statements and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into this Fourth Amendment; (ii) confirms that it will, independently and without reliance upon Agent or any other Lenders and based on such documents and information as
it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes Agent to take such action as agent on its behalf and to exercise such
powers under the Credit Agreement as are delegated to Agent by the terms thereof; (iv) agrees that it will perform all of its respective obligations as set forth in the Credit Agreement to be performed by it as a Lender; and (v) represents
and warrants to Lenders, Agent and the Borrowers that it is either (x) entitled to the benefits of an income tax treaty with the United States of America that provides for an exemption from the United States withholding tax on interest and
other payments made by Loan Parties under the Credit Agreement and the Other Documents or (y) is engaged in trade or business within the United States of America. 

  
 -27- 













 26. Each Loan Party hereby reconfirms and reaffirms all representations and warranties,
agreements and covenants made by it pursuant to the terms and conditions of the Credit Agreement, except as such representations and warranties, agreements and covenants may have heretofore been amended, modified or waived in writing in accordance
with the Credit Agreement, and except any such representations or warranties made as of a specific date or time, which shall have been true and correct in all material respects as of such date or time. 

27. Each Loan Party acknowledges and agrees that each and every document, instrument or agreement, which secured the Obligations immediately
prior to the entering into of this Fourth Amendment, continues to secure the Obligations, as amended from time to time, including, without limitation, by way of this Fourth Amendment. 

28. Each Loan Party represents and warrants to the Agent and each of the Lenders as follows: (i) such Loan Party has the full power to
enter into, execute, deliver and carry out this Fourth Amendment and all such actions have been duly authorized by all necessary proceedings on its part, (ii) neither the execution and delivery of this Fourth Amendment by such Loan Party nor
the consummation of the transactions herein contemplated or compliance with the terms and provisions hereof by any of them will conflict with, constitute a default under or result in any breach of (a) the terms and conditions of the certificate
or articles of incorporation, bylaws or other organizational documents of such Loan Party or (b) any material Law or any material agreement or instrument or order, writ, judgment, injunction or decree to which such Loan Party is a party or by
which it is bound or to which it is subject, or result in the creation or enforcement of any Lien, charge or encumbrance whatsoever upon any property (now or hereafter acquired) of such Loan Party, and (iii) this Fourth Amendment has been duly
and validly executed and delivered by such Loan Party and constitutes the legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, except to the extent that enforceability of this
Fourth Amendment may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforceability of creditors’ rights generally or limiting the right of specific performance and general concepts of
equity. 
 29. To induce the Agent and the Lenders to enter into this Fourth Amendment, each Loan Party hereby releases, acquits and forever
discharges the Agent and the Lenders, and all officers, directors, agents, employees, successors and assigns of the Agent and the Lenders, from any and all liabilities, claims, demands, actions or causes of action of any kind or nature (if there be
any), whether absolute or contingent, disputed or undisputed, at law or in equity, or known or unknown, that such Loan Party now has or ever had against the Agent and the Lenders arising under or in connection with any of the Loan Documents or
otherwise, in each case arising prior to the date hereof. Each Loan Party represents and warrants to the Agent and the Lenders that such Loan Party has not transferred or assigned to any Person any such claim that such Loan Party ever had or claimed
to have against the Agent and the Lenders. 
 30. Each Loan Party represents and warrants that (i) no Default or Event of Default
exists under the Credit Agreement, nor will any occur as a result of the execution and delivery of this Fourth Amendment or the performance or observance of any provision hereof or any transaction completed hereby, and (ii) the schedules
attached to and made a part of the Credit Agreement, are true and correct in all material respects as of the date hereof, except as such schedules may have heretofore been amended or modified in writing in accordance with the Credit Agreement or
pursuant to this Fourth Amendment. 

  
 -28- 













 31. Each reference to the Credit Agreement that is made in the Credit Agreement or any other
document executed or to be executed in connection therewith shall hereafter be construed as a reference to the Credit Agreement as amended hereby. 

32. The agreements contained in this Fourth Amendment are limited to the specific agreements made herein. Except as expressly set forth
herein, this Fourth Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Agent or the Lenders under the Credit Agreement or any Other Document, and shall not alter,
modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any Other Document, all of which are ratified and affirmed in all respects and shall continue in full force
and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement
or any Other Document in similar or different circumstances. This Fourth Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. This Fourth Amendment amends the Credit
Agreement and is not a novation thereof. Nothing expressed or implied in this Fourth Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Borrower or any Guarantor under the Credit Agreement
or any Other Document from any of its obligations and liabilities thereunder. 
 33. This Fourth Amendment may be executed in any number of
counterparts and by the different parties hereto on separate counterparts each of which, when so executed, shall be deemed to be an original, but all such counterparts shall constitute but one and the same instrument. A signed copy of this Fourth
Amendment delivered by facsimile, email, or other means of electronic transmission will be deemed to have the same legal effect as delivery of an original signed copy of this Fourth Amendment. 

34. This Fourth Amendment shall be governed by, and shall be construed and enforced in accordance with, the Laws of the Commonwealth of
Pennsylvania without regard to the principles of the conflicts of law thereof. Each of the parties hereto irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction and venue of the courts of the Commonwealth
of Pennsylvania sitting in Allegheny County, Pennsylvania and the United States District Court for the Western District of Pennsylvania with respect to any suit arising out of or relating to this Fourth Amendment. 

[INTENTIONALLY LEFT BLANK] 

  
 -29- 













 IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, by their officers
thereunto duly authorized, have executed this Fourth Amendment on the day and year first above written. 
  

					
		 	 BORROWERS:

		
	WITNESS/ATTEST:	 	 AIR & LIQUID SYSTEMS CORPORATION,

a Pennsylvania corporation

			
	_/s/ Melanie L. Sprowson__	 	 By:
	 	_/s/ Rose Hoover___________
	 	 Name:
	 	 Rose Hoover

	 	 Title:
	 	 Executive Vice President

		
	WITNESS/ATTEST:	 	 UNION ELECTRIC STEEL CORPORATION,
 a
Pennsylvania corporation

			
	_/s/ Melanie L. Sprowson__	 	 By:
	 	_/s/ Rose Hoover___________
	 	 Name:
	 	 Rose Hoover

	 	 Title:
	 	 Vice President

		
	WITNESS/ATTEST:	 	 ALLOYS UNLIMITED AND PROCESSING,

LLC, a Pennsylvania limited liability company

			
	_/s/ Melanie L. Sprowson__	 	 By:
	 	_/s/ Rose Hoover___________
	 	 Name:
	 	 Rose Hoover

	 	 Title:
	 	 Vice President

		
	 WITNESS/ATTEST:
	 	 AKERS NATIONAL ROLL COMPANY, a

Delaware corporation

			
	_/s/ Melanie L. Sprowson__	 	 By:
	 	_/s/ Rose Hoover___________
	 	 Name:
	 	 Rose Hoover

	 	 Title:
	 	 Vice President

		
	WITNESS/ATTEST:	 	 AKERS SWEDEN AB, a company duly

incorporated and organized under the laws of Sweden

			
	_/s/ Melanie L. Sprowson__	 	 By:
	 	_/s/ Jörgen Hedström___________
	 	 Name:
	 	 Jörgen Hedström

	 	 Title:
	 	 Managing Director

		
		 	 BORROWERS (continued):















					
	WITNESS/ATTEST:	 	 AKERS AB, a company duly incorporated and organized under

the laws of Sweden

			
	_/s/ Melanie L. Sprowson__	 	 By:
	 	_/s/ Jörgen Hedström___________
	 	 Name:
	 	 Jörgen Hedström

	 	 Title:
	 	Managing Director
		
	WITNESS/ATTEST:	 	UNION ELECTRIC STEEL UK LIMITED, a limited liability company organized under the laws of England and Wales
			
	_/s/ Melanie L. Sprowson__	 	By:	 	/s/ Samuel C. Lyon ___________
	 	Name:	 	 Samuel C. Lyon

	 	Title:	 	Director
		
		 	 GUARANTORS:

		
	WITNESS/ATTEST: 	 	 AMPCO-PITTSBURGH CORPORATION, a

Pennsylvania corporation

			
	_/s/ Melanie L. Sprowson__	 	 By:
	 	_/s/ Rose Hoover___________
		 	 Name:
	 	 Rose Hoover

		 	 Title:
	 	President
		
	WITNESS/ATTEST:	 	 AMPCO-PITTSBURGH SECURITIES V LLC, a Delaware

limited liability company

			
	_/s/ Melanie L. Sprowson__	 	 By:
	 	_/s/ Rose Hoover___________
	 	 Name:
	 	 Rose Hoover

	 	 Title:
	 	President
		
	WITNESS/ATTEST:	 	 AMPCO-PITTSBURGH SECURITIES V

INVESTMENT CORPORATION, a Delaware corporation

			
	_/s/ Melanie L. Sprowson__	 	 By:
	 	_/s/ Rose Hoover___________
	 	 Name:
	 	 Rose Hoover

	 	 Title:
	 	 President

		
		 	 GUARANTORS (continued):

		
	WITNESS/ATTEST:	 	AMPCO UES SUB, INC., a Delaware Corporation


  
 -31- 














					
	WITNESS/ATTEST:	 	AMPCO UES SUB, INC., a Delaware Corporation
			
	_/s/ Melanie L. Sprowson__	 	 By:
	 	_/s/ Rose Hoover___________
	 	 Name:
	 	 Rose Hoover

	 	 Title:
	 	President
		
	WITNESS/ATTEST:	 	 FCEP DELAWARE LLC, a Delaware limited liability company

			
	_/s/ Melanie L. Sprowson__	 	 By:
	 	_/s/ Rose Hoover___________
	 	 Name:
	 	 Rose Hoover

	 	 Title:
	 	Executive Vice President
		
	WITNESS/ATTEST:	 	 THE DAVY ROLL COMPANY LIMITED, a limited

liability company organized under the laws of England and Wales

			
	_/s/ Melanie L. Sprowson__	 	 By:
	 	_/s/ Rose Hoover___________
	 	 Name:
	 	 Rose Hoover

	 	 Title:
	 	Director
		
	WITNESS/ATTEST:	 	 ROLLS TECHNOLOGY INC., a Delaware corporation

			
	_/s/ Melanie L. Sprowson__	 	 By:
	 	_/s/ Rose Hoover___________
	 	 Name:
	 	 Rose Hoover

	 	Title:	 	Vice President
		 		 	
		 	AGENT AND LENDERS:
		
		 	 PNC BANK, NATIONAL ASSOCIATION,

As a Lender and as Agent

			
		 	By:	 	_/s/ Todd Milenius_________
			
		 	Name:	 	 Todd Milenius

			
		 	 Title:
	 	 Senior Vice President


  

  
 -32- 













 
			
	
	 The Tower at PNC Plaza

	 300 Fifth Avenue

	 Pittsburgh, PA 15222

	
	 Revolving Commitment Percentage: 46.0%

	Revolving Commitment Amount $42,500,000.00



  
 -33- 













 
			
	
	FIRST NATIONAL BANK OF PENNSYLVANIA, As a Lender
		
	By:	 	 __/s/ Angèle Stoebener_________

	Name:	 	 Angèle Stoebener

	 Title:
	 	 Vice President

	
	 One North Shore Center, Suite 500

	 12 Federal Street

	Pittsburgh, PA 15212
	
	 Revolving Commitment Percentage: 37.8%

	 Revolving Commitment Amount $35,000,000.00



  

  
 -34- 













 
			
	
	 M&T BANK, As a Lender

		
	By:	 	 _/s/ Robert J. Tiskus_______

	Name:	 	 Robert J. Tiskus

	 Title:
	 	 Vice President, Market Executive

	
	 _____________________

	 _____________________

	
	 Revolving Commitment Percentage: 16.2%

	 Revolving Commitment Amount $15,000,000.00



  

  
 -35- 













 
			
	
	 CITIZENS BANK, N.A., As the Exiting Lender

		
	By:	 	 _/s/ Donald P. Haddad_________

	Name:	 	 Donald P. Haddad

	 Title:
	 	 Senior Vice President

	
	 525 William Penn Place

	 Pittsburgh, Pennsylvania 15219

	
	 Revolving Commitment Percentage: 0.00%

	Revolving Commitment Amount $0.00



  
 -36- 













 EXHIBIT A 

PRELIMINARY CLOSING AGENDA 

(See Attached) 

  
 -37- 













 PRELIMINARY CLOSING AGENDA 

This preliminary closing agenda contains the documents to be delivered in connection with a fourth amendment to the Ninety-Two Million Five Hundred Thousand and 00/100 Dollars ($92,500,000.00) credit facility provided to AIR & LIQUID SYSTEMS CORPORATION, a Pennsylvania corporation (“ALS”), UNION ELECTRIC
STEEL CORPORATION, a Pennsylvania corporation (“UES Corp.”), ALLOYS UNLIMITED AND PROCESSING, LLC, a Pennsylvania limited liability company (“Alloys”), AKERS NATIONAL ROLL COMPANY, a Delaware corporation
(“National Roll” and together with ALS, UES Corp. and Alloys, each a “US Borrower” and collectively, the “US Borrowers”), AKERS SWEDEN AB, a company duly incorporated and organized under the laws of
Sweden with registration number 556031-8080 (“Akers Sweden”), AKERS AB, a company duly incorporated and organized under the laws of Sweden with registration number 556153-4792 (“Akers AB”) (Akers Sweden and Akers AB
are, each a “Swedish Borrower” and collectively, the “Swedish Borrowers”) and UNION ELECTRIC STEEL UK LIMITED, a limited liability company organized under the laws of England and Wales (the “UK
Borrower” and together with the US Borrowers and the Swedish Borrowers, each a “Borrower” and collectively, the “Borrowers”), by PNC BANK, NATIONAL ASSOCIATION (“PNC”), and various other
financial institutions from time to time (PNC and such other financial institutions are each, a “Lender” and collectively, the “Lenders”), PNC BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in
such capacity, the “Agent”) and PNC CAPITAL MARKETS LLC, a Pennsylvania limited liability company, as Sole Lead Arranger and Sole Bookrunner. 
  

							
	 No.
	  	LOAN DOCUMENTS	  	 Responsible Party

	 1.
	  	Fourth Amendment to Revolving Credit and Security Agreement, by and among the Borrowers, AMPCO-PITTSBURGH CORPORATION, a Pennsylvania corporation (“Ampco-Pitt Corp.”), AMPCO-PITTSBURGH SECURITIES V LLC,
a Delaware limited liability company (“Ampco Securities”), AMPCO-PITTSBURGH SECURITIES V INVESTMENT CORPORATION, a Delaware corporation (“Ampco Investment”), AMPCO UES SUB, INC., a Delaware corporation
(“Ampco UES”), and ROLLS TECHNOLOGY INC., a Delaware corporation (“RollTech”), THE DAVY ROLL COMPANY LIMITED, a limited liability company organized under the laws of England and Wales (“Davy Roll”)
and FCEP DELAWARE LLC, a Delaware limited liability company (“FCEP” and together with Ampco-Pitt Corp., Ampco Securities, Ampco Investment, Ampco UES, RollTech and Davy Roll, each a “Guarantor” and collectively, the
“Guarantors”) (the Borrowers and the Guarantors are each a “Loan Party” and collectively, the “Loan Parties”), the Lenders and the Agent (the “Fourth Amendment”).	  	Agent
	 2.
	  	Revised Schedules to the Credit Agreement (as necessary and appropriate):	  	
		  	 a. Schedule 1.1 – Existing Letters of Credit.
	  	Agent
		  	 b. Schedule 1.1(S)(1) – Excluded Domestic Subsidiaries.
	  	Borrowers
		  	 c. Schedule 1.1(S)(2) – Excluded Foreign Subsidiaries.
	  	Borrowers


  
 -38- 














					
		  	 d. Schedule 1.2 – Permitted Encumbrances.
	  	Borrowers
		  	 e. Schedule 1.3 – Permitted Loans
	  	Borrowers
		  	 f. Schedule 3.10 – Tax Gross-up and Indemnities for UK Borrower.
	  	Agent
		  	 g. Schedule 4.4 – Collateral Locations; Place of Business, Chief Executive Office, Real
Property.
	  	Borrowers
		  	 h. Schedule 5.1 – Consents.
	  	Borrowers
		  	 i. Schedule 5.2(a) – States of Qualification and Good Standing.
	  	Borrowers
		  	 j. Schedule 5.2(b) – Subsidiaries.
	  	Borrowers
		  	 k. Schedule 5.4 – Federal Tax Identification Number.
	  	Borrowers
		  	 l. Schedule 5.6 – Prior Names.
	  	Borrowers
		  	 m. Schedule 5.7 – Environmental.
	  	Borrowers
		  	 n. Schedule 5.8(b)(i) – Litigation.
	  	Borrowers
		  	 o. Schedule 5.8(b)(ii) – Indebtedness.
	  	Borrowers
		  	 p. Schedule 5.8(d) – Plans.
	  	Borrowers
		  	 q. Schedule 5.9 – Intellectual Property, Source Code Escrow Agreements
	  	Borrowers
		  	 r. Schedule 5.10 – Licenses and Permits.
	  	Borrowers
		  	 s. Schedule 5.14 – Labor Disputes.
	  	Borrowers
		  	 t. Schedule 5.24 – Equity Interests.
	  	Borrowers
		  	 u. Schedule 5.25 – Commercial Tort Claims.
	  	Borrowers
		  	 v. Schedule 5.26 – Letter of Credit Rights.
	  	Borrowers
		  	 w. Schedule 5.27 – Material Contracts.
	  	Borrowers
		  	 x. Schedule 7.3 – Guarantees.
	  	Borrowers
	 3.
	  	Revised/Amended Exhibits to the Credit Agreement:	  	
		  	 a. Exhibit 1.2 – Borrowing Base Certificate.
	  	Agent
		  	 b. Exhibit 1.2(a) – Compliance Certificate.
	  	Agent
		  	 c. Exhibit 2.1(a) – Revolving Credit Note.
	  	Agent


  
 -39- 














							
		  	 d. Exhibit 2.4(a) – Swing Loan Note.
	  	Agent
		  	 e. Exhibit 7.12(a) – Borrower Joinder.
	  	Agent
		  	 f. Exhibit 7.12(b) – Guarantor Joinder.
	  	Agent
		  	 g. Exhibit 8.1(c) – Financial Condition Certificate
	  	Agent
		  	 h. Exhibit 16.3 – Commitment Transfer Supplement.
	  	Agent
	 4.
	  	Second Amended and Restated Revolving Credit Note, made by the UK Borrower to PNC in the principal Dollar Equivalent (as defined in the Credit Agreement) amount not to exceed Six Million Nine Hundred Thousand and 00/100
Dollars ($6,900,000.00).	  	Agent
	 5.
	  	Second Amended and Restated Revolving Credit Note, made by the UK Borrower to First National Bank of Pennsylvania in the principal Dollar Equivalent amount not to exceed Five Million Six Hundred Seventy Thousand and
00/100 Dollars ($5,670,000.00).	  	Agent
	 6.
	  	Second Amended and Restated Revolving Credit Note, made by the Swedish Borrowers to PNC in the principal Dollar Equivalent amount not to exceed Six Million Nine Hundred Thousand and 00/100 Dollars ($6,900,000.00).	  	Agent
	 7.
	  	Second Amended and Restated Revolving Credit Note, made by the Swedish Borrowers to First National Bank of Pennsylvania in the principal Dollar Equivalent amount not to exceed Five Million Six Hundred Seventy Thousand
and 00/100 Dollars ($5,670,000.00).	  	Agent
	 8.
	  	Revolving Credit Note, made by the US Borrowers to M&T Bank in the principal amount not to exceed Fifteen Million and 00/100 Dollars ($15,000,000.00).	  	Agent
	 9.
	  	Revolving Credit Note, made by the UK Borrower to M&T Bank in the principal Dollar Equivalent amount not to exceed Two Million Four Hundred Thirty Thousand and 00/100 Dollars ($2,430,000.00).	  	Agent
	 10.
	  	Revolving Credit Note, made by the Swedish Borrowers to M&T Bank in the principal Dollar Equivalent amount not to exceed Two Million Four Hundred Thirty Thousand and 00/100 Dollars ($2,430,000.00).	  	Agent


  
 -40- 














					
			
	 11.
	  	Lien Waiver Agreements made by each landlord for the benefit of the Agent with respect to all real property leased by any Loan Party, in form and substance satisfactory to the Agent, to the extent not previously
delivered.	  	Borrowers
			
		  	ORGANIZATIONAL DOCUMENTS	  	
			
		  	ALS	  	
			
	 12.
	  	Good Standing Certificates of ALS from the Department of State of the Commonwealth of Pennsylvania, and each jurisdiction in which it is registered to do business as a foreign corporation, if any.	  	Borrowers
			
	 13.
	  	Certificate of the Secretary of ALS as to (i) resolutions of its Board of Directors authorizing ALS to enter into the Fourth Amendment and all related documents, (ii) incumbency, and (iii) no amendments to its
Articles of Incorporation and Bylaws, exact legal name or list of all fictitious or trade names.	  	Borrowers
			
		  	UES Corp.	  	
			
	 14.
	  	Good Standing Certificates of UES Corp. from the Department of State of the Commonwealth of Pennsylvania, and each jurisdiction in which it is registered to do business as a foreign corporation, if any.	  	Borrowers
			
	 15.
	  	Certificate of the Secretary of UES Corp. as to (i) resolutions of its Board of Directors authorizing UES Corp. to enter into the Fourth Amendment and all related documents, (ii) incumbency, and (iii) no amendments to
its Articles of Incorporation and Bylaws, exact legal name or list of all fictitious or trade names.	  	Borrowers
			
		  	Alloys	  	
			
	 16.
	  	Good Standing Certificates of Alloys from the Secretary of State of the Commonwealth of Pennsylvania, and each jurisdiction in which it is registered to do business as a foreign limited liability company, if any.	  	Borrowers
			
	 17.
	  	Certificate of an Officer of Alloys as to (i) resolutions of its Board of Managers authorizing Alloys to enter into the Fourth Amendment and all related documents, (ii) incumbency, and (iii) no amendments to its
Certificate of Organization and Operating Agreement, exact legal name or list of all fictitious or trade names.	  	Borrowers


  
 -41- 














					
			
		  	RollTech	  	
			
	 18.
	  	Long-Form Good Standing Certificate of RollTech from the Secretary of State of the State of Delaware, and each jurisdiction in which it is registered to do business as a foreign corporation, if any.	  	Borrowers
			
	 19.
	  	Certificate of the Secretary of RollTech as to (i) resolutions of its Board of Directors authorizing RollTech to enter into the Fourth Amendment and all related documents, (ii) incumbency, and (iii) no amendments to
its Certificate of Incorporation and Bylaws, exact legal name or list of all fictitious or trade names.	  	Borrowers
			
		  	National Roll	  	
			
	 20.
	  	Long-Form Good Standing Certificate of National Roll from the Secretary of State of the State of Delaware, and each jurisdiction in which it is registered to do business as a foreign corporation, if any.	  	Borrowers
			
	 21.
	  	Certificate of the Secretary of National Roll as to (i) resolutions of its Board of Directors authorizing National Roll to enter into the Fourth Amendment and all related documents, (ii) incumbency, and (iii) no
amendments to its Certificate of Incorporation and Bylaws, exact legal name or list of all fictitious or trade names.	  	Borrowers
			
		  	Akers AB	  	
			
	 22.
	  	Copy of a unanimous resolution of the Board of Directors authorizing Akers AB to enter into the Fourth Amendment and all related documents and authorizing a specified person or persons to sign and execute the Fourth Amendment and
all related documents on behalf of Akers AB.	  	Borrowers
			
	 23.
	  	Certificate of an authorized signatory of Akers AB as to (i) resolutions of its Board of Directors authorizing Akers AB to enter into the Credit Facility and all related documents and authorizing a specified person or persons
to sign and execute the Fourth Amendment and all related documents on behalf of Akers AB, (ii) incumbency, and (iii) no amendments to its Certificate of Registration and Articles of Association or list of all fictitious or trade
names.	  	Borrowers
			
	 24.
	  	Certified passport copies of the authorized persons and the members of the Board of Directors of Akers AB	  	Borrowers


  
 -42- 














					
			
		  	Akers Sweden	  	
			
	 25.
	  	Copy of a unanimous resolution of the Board of Directors authorizing Akers Sweden to enter into the Fourth Amendment and all related documents and authorizing a specified person or persons to sign and execute the Fourth Amendment
and all related documents on behalf of Akers Sweden.	  	Borrowers
			
	 26.
	  	Certificate of an authorized signatory of Akers Sweden as to (i) resolutions of its Board of Directors authorizing Akers Sweden to enter into the Fourth Amendment and all related documents and authorizing a specified person or
persons to sign and execute the Fourth Amendment and all related documents on behalf of Akers Sweden, (ii) incumbency, and (iii) no amendments to its Certificate of Registration and Articles of Association or list of all fictitious or
trade names.	  	Borrowers
			
	 27.
	  	Certified passport copies of the authorized persons and the members of the Board of Directors of Akers Sweden.	  	Borrowers
			
		  	UK Borrower	  	
			
	 28.
	  	Certificate of good standing from Companies House.	  	Borrowers
			
	 29.
	  	Certificate of a director of the UK Borrower as to (i) resolutions of its Board of Directors authorizing UK Borrower to enter into the Fourth Amendment and all related documents, (ii) resolutions of the shareholders of the
UK Borrower approving entry into the Fourth Amendment, (iii) incumbency, and (iv) solvency.	  	Borrowers
			
		  	Ampco-Pitt Corp.	  	
			
	 30.
	  	Good Standing Certificates of Ampco-Pitt Corp. from the Department of State of the Commonwealth of Pennsylvania, and each jurisdiction in which it is registered to do business as a foreign corporation, if any.	  	Borrowers
			
	 31.
	  	Certificate of the Secretary of Ampco-Pitt Corp. as to (i) resolutions of its Board of Directors authorizing Ampco-Pitt Corp. to enter into the Fourth Amendment and all related documents, (ii) incumbency, and (iii) no
amendments to its Articles of Incorporation and Bylaws, exact legal name or list of all fictitious or trade names.	  	Borrowers
			
		  	Ampco Securities	  	
			
	 32.
	  	Long-Form Good Standing Certificate of Ampco Securities from the Secretary of State of the State of Delaware, and each jurisdiction in which it is registered to do business as a foreign limited liability company, if any.	  	Borrowers


  
 -43- 














					
			
	 33.
	  	Certificate of an Officer of Ampco Securities as to (i) resolutions of its Board of Managers authorizing Ampco Securities to enter into the Fourth Amendment and all related documents, (ii) incumbency, and (iii) no
amendments to its Certificate of Formation and Operating Agreement, exact legal name or list of all fictitious or trade names.	  	Borrowers
			
		  	Ampco Investment	  	
			
	 34.
	  	Long-Form Good Standing Certificate of Ampco Investment from the Secretary of State of the State of Delaware, and each jurisdiction in which it is registered to do business as a foreign corporation, if any.	  	Borrowers
			
	 35.
	  	Certificate of the Secretary of Ampco Investment as to (i) resolutions of its Board of Directors authorizing Ampco Investment to enter into the Fourth Amendment and all related documents, (ii) incumbency, and (iii) no
amendments to its Certificate of Incorporation and Bylaws, exact legal name or list of all fictitious or trade names.	  	Borrowers
			
		  	Ampco UES	  	
			
	 36.
	  	Long-Form Good Standing Certificate of Ampco UES from the Secretary of State of the State of Delaware, and each jurisdiction in which it is registered to do business as a foreign corporation, if any.	  	Borrowers
			
	 37.
	  	Certificate of the Secretary of Ampco UES as to (i) resolutions of its Board of Directors authorizing Ampco UES to enter into the Fourth Amendment and all related documents, (ii) incumbency, and (iii) no amendments to
its Certificate of Incorporation and Bylaws, exact legal name or list of all fictitious or trade names.	  	Borrowers
			
		  	Davy Roll	  	
			
	 38.
	  	Certificate of good standing from Companies House.	  	Borrowers
			
	 39.
	  	Certificate of a director of Davy Roll as to (i) resolutions of its Board of Directors authorizing Davy Roll to enter into the Fourth Amendment and all related documents, (ii) resolutions of the shareholders of Davy Roll
approving entry into the Fourth Amendment, (iii) incumbency, and (iv) solvency.	  	Borrowers
			
		  	FCEP	  	
			
	 40.
	  	Long-Form Good Standing Certificate of FCEP from the Secretary of State of the State of Delaware, and each jurisdiction in which it is registered to do business as a foreign limited liability company, if any.	  	Borrowers


  
 -44- 














					
			
	 41.
	  	Certificate of an Officer of FCEP as to (i) resolutions of its Board of Managers authorizing FCEP to enter into the Fourth Amendment and all related documents, (ii) incumbency, and (iii) no amendments to its
Certificate of Formation and Operating Agreement, exact legal name or list of all fictitious or trade names.	  	Borrowers
			
		  	RELATED DOCUMENTS	  	
			
	 42.
	  	(i) UCC Lien Searches and comparable searches in the United Kingdom and Sweden with respect to each Loan Party (at the state level only) in its jurisdiction of organization and (ii) judgment searches (at the county level) and
tax lien searches (at the state and county levels) and any comparable, judgment and tax lien searches in the United Kingdom and Sweden with respect to each Loan Party in its jurisdiction of organization and at each of its locations (collectively,
the “Lien Searches”).	  	Borrowers
			
	 43.
	  	Fully executed copies of the UCC-3 Termination Statements and any other releases that may be necessary to satisfy any and all existing liens on the assets of any Loan Party or disclosed by the
Lien Searches that are not permitted under the Credit Agreement (including payoff letters or releases, as applicable), in form and substance satisfactory to the Agent.	  	Agent/Borrowers
			
	 44.
	  	Winding up searches in respect of Davy Roll, the UK Borrower, and any other Loan Party with assets or operations in England and Wales.	  	Agent/Borrowers
			
	 45.
	  	Evidence of Hazard and Liability Insurance of the Loan Parties at each of their locations in accordance with the terms of the Credit Agreement, along with endorsements naming the Agent as additional insured and lender loss payee,
to the extent not previously delivered.	  	Borrowers
			
	 46.
	  	Second Amended and Restated Agent’s Fee Letter.	  	Agent
			
	 47.
	  	Side Letter (if necessary).	  	Agent
			
		  	RELATED DILIGENCE	  	
			
	 48.
	  	Fully executed copies of all (i) leases of real property to which any Loan Party is a party and (ii) those leases of personal property to which any Loan Party is a party with respect to which liens are identified on the
Lien Searches to include assets in addition to specific equipment and the proceeds thereof, to the extent not previously delivered.	  	Borrowers


  
 -45- 














					
			
	 49.
	  	Fully executed copies of all warehouse agreements to which any Loan Party is a party and other similar agreements with respect to the inventory of the Loan Parties, to the extent not previously delivered.	  	Borrowers
			
	 50.
	  	Copies of all material contracts of the Loan Parties, including, but not limited to, (i) indentures and related documents, if any, (ii) purchase and sale agreements including related documentation specifying
representations and warranties, (iii) union contracts, (iv) vendor supply agreements, (v) employment contracts of key management and (vi) loan documents, to the extent not previously delivered.	  	Borrowers
			
	 51.
	  	Certificate of Beneficial Ownership and compliance with each Lender’s beneficial ownership and/or Know-Your-Customer review process, to the extent not previously delivered.	  	Borrowers/Agent


  
 -46- 













 EXHIBIT B 

SCHEDULES 
 (See
Attached) 

  
 -47- 













 SCHEDULE 1.1 

EXISTING LETTERS OF CREDIT 
  

													
	Standby LCs Outstanding – PNC
	Issue Date	  	Letter of Credit Ref. No.	  	Customer Reference	  	Expiry Date	  	Beneficiary	  	Transaction Currency Outstanding Amount	  	Bank Currency Outstanding Amount
	 Applicant
Name: AEROFIN CORPORATION, C/O AMPCO

	 Transaction
Currency: USD

	 01 Aug 2003
	  	
00258639
	  	
00258639
	  	
31 Jul 2021
	  	THE BANK OF NEW YORK	  	2,102,857.00 USD	  	2,102,857.00 USD
	Transaction Currency Total Outstanding: 2,102,857.00 USD
	Applicant Total Outstanding: 2,102,857.00 USD
	 Applicant
Name: AEROFIN DIVISION OF AIR AND LIQUID

	 Transaction
Currency: USD

	 09 Dec 2014
	  	
18122368
	  	
IEC

Performance
	  	
30 Nov 2020
	  	ISRAEL ELECTRIC CORPORATION	  	322,499.20 USD	  	322,499.20 USD
	Transaction Currency Total Outstanding: 322,499.20 USD
	Applicant Total Outstanding: 322,499.20 USD
	 Applicant
Name: AMPCO-PITTSBURGH CORPORATION

	 Transaction
Currency: USD

	 23 Jul 2003
	  	
00259318
	  	
00259318
	  	
23 Jul 2020
	  	CHAIR, WORKERS’ COMPENSATION	  	
250,000 USD
	  	
250,000 USD

	 02 Sep 2003
	  	
00260360
	  	
00260360
	  	
02 Sep 2021
	  	DIRECTOR, DEPARTMENT OF	  	
50,000 USD
	  	
50,000 USD

	 03 Jul 2003
	  	
00258845
	  	
00258845
	  	
18 Jul 2020
	  	SELF- INSURANCE DIVISION	  	
400,000 USD
	  	
400,000 USD

	 08 Feb 2016
	  	
18125223
	  	
Sentry

Insurance A
	  	
31 Jan 2021
	  	SENTRY INSURANCE A	  	
2,000,000 USD
	  	
2,000,000 USD

	 30 Jan 2004
	  	
00263862
	  	
00263862
	  	
31 Jan 2021
	  	THE TRAVELERS INDEMNITY	  	
232,000 USD
	  	
232,000 USD

	Transaction Currency Total Outstanding: 2,932,000 USD
	Applicant Total Outstanding: 2,932,000 USD
	 Applicant
Name: UNION ELECTRIC STEEL CORPORATION

	 Transaction
Currency: USD

	 01 Aug 2003
	  	
00258637
	  	
00258637
	  	
31 Jul 2020
	  	THE BANK OF NEW YORK	  	
4,175,310 USD
	  	
4,175,310 USD

	 31 Jul 2014
	  	
18122044
	  	PU-145 1018-01	  	
30 Jul 2020
	  	AXIS BANK LTD	  	
14,421.70 USD
	  	
14,421.70 USD

	 24 Jun 2005
	  	
18101851
	  	
18101851
	  	
31 Jul 2021
	  	THE BANK OF NEW YORK	  	
7,287,954 USD
	  	
7,287,954 USD

	Transaction Currency Outstanding: 11,477,685.70
	Applicant Total Outstanding: 11,477,685.70
	Grand Total Outstanding: 16,835,041.90


  
 -48- 













 SCHEDULE 1.1(S)(2) 

EXCLUDED FOREIGN SUBSIDIARIES 
  

					
	Entity	 	Jurisdiction of Organization	 	Owner
	3048568 Nova Scotia Company	 	Ontario	 	Union Electric Steel Corporation
	Union Electric Steel (Hong Kong) Limited	 	Hong Kong	 	Union Electric Steel Corporation
	Masteel Gongchang Roll Co., Ltd.	 	China	 	Union Electric Steel (Hong Kong) Limited (33%)
	Aerofin Canada Services, Inc.	 	British Columbia	 	Air & Liquid Systems Corporation
	Jiangsu Gong-Chang Roll Company Limited	 	China	 	Union Electric Steel UK Limited (24.0174%)
	Fast. Åkers Styckebruk KB	 	Sweden	 	Åkers Sweden AB
	Åkers Specialty Rolls AB, Soderfors	 	Sweden	 	Åkers Sweden AB
	Shanxi Åkers TISCO Roll Co. Ltd., Taiyuan	 	China	 	Åkers AB (60%)
	Åkers Brazil Ltda	 	Brazil	 	Åkers AB
	Åkers Germany GmbH	 	Germany	 	Åkers AB
	Åkers Cairo LLC.	 	Egypt	 	Åkers AB
	Åkers Istanbul Ltd.	 	Turkey	 	Åkers AB
	Åkers Trading (Shanghai) Co., Ltd.	 	China	 	Åkers AB
	FCEP Holdings C.V.	 	The Netherlands	 	Ampco UES Sub., Inc.
	FCEP Europe B.V.	 	The Netherlands	 	FCEP Holdings C.V.


  
 -49- 













 SCHEDULE 4.4 

COLLATERAL LOCATIONS: PLACE OF BUSINESS, 

CHIEF EXECUTIVE OFFICE, REAL PROPERTY 

(b)(i) Inventory Locations 
  

			
	 Company and Location
	  	
	 FORGED AND CAST ENGINEERED PRODUCT
SEGMENT
	  	
	 Union Electric Steel
Corporation
	  	
	 Route 18

Burgettstown, PA 15021
	  	
	 726 Bell Avenue

Carnegie, PA 15106
	  	
	 U.S. Highway 30

Valparaiso, IN 46383
	  	
	 1712 Greengarden Road

Erie, PA 16501
	  	
	 Union Electric Steel UK Limited

Coulthards Lane

Gateshead, NE8 3DX England
	  	
	 Specialty Services Inc

14895 Cannons Mill Road

East Liverpool, OH 43920
	  	
	 Independent Maritime Terminal

Mannheimweg, Belgium

Quay 242, Hansa Dock, 2030

Antwerpen, Belgium
	  	
	 Independent Maritime Terminal (ICL
USA)
 Penn Terminals Inc

1 Saville Avenue

Eddystone, PA 19022
	  	
	 International Titanium Corp.

93 Front St.

New Brighton, PA 15066
	  	
	 KMX International

2nd and Grand Streets

Hamburg, PA 19526
	  	
	 Hilti Inc.

902 North Cedar Street

New Castle, PA 16102
	  	
	 Harbor Freight Transport Corp

301 Craneway St.

Port Neward, NJ 07114
	  	


  
 -50- 














			
	Company and Location	 	 
	 Independent Container Line –
Antwerp
 Antwerp Container Terminal NVACOT

Antwerpsebaan 57

Kaai 730 – Delwaidedok

2040 Antwerpen, Belgium
	 	
	 Independent Container Line – Southampton,
UK
 DP World Southampton

Western Docks

Southampton, GB

SO15 1DA
	 	
	 Maxwell Welding and Machine

11 Starck Dr.

Burgettstown, PA 15021
	 	
	
USS-POSCO

900 Loveridge Road

Pittsburg, CA 94565
	 	
	 Washington Tool and Machine

Baird Avenue

Washington, PA 15301
	 	
	 Whemco

601 West 7th Ave.

Homestead, PA 15120
	 	
	 XTEK

11451 Reading Road

Cincinnati, OH 45241
	 	
	 Union Electric Steel UK
Limited
	 	
	 Coulthards Lane

Gateshead, NE8 3DX England
	 	
	 Andritz Herr-Vosco Stamco Inc (RCI
Chesterton)
 1079 Lot #1 Industry Drive

Chesterton, IN 46304
	 	
	 Andritz Herr-Vosco Stamco Inc (RCI
Ambridge)
 2790 Duss Avenue

Ambridge, PA 15003
	 	
	 LV Valenback

Bailey Industrial Estate

Ellison Street, Jarrow

Tyne and Wear, NE32 3JU

England
	 	
	 Stadium Export Services Ltd.

Longrigg, Swalwell

Gateshead, NE8 3DX

Tyne & Wear

England
	 	


  
 -51- 














			
	 Company and Location
	  	
	 The Storage Place Ltd. 

Brewery Lane, Felling

Gateshead, NEl0 0EY

Tyne & Wear

England
	  	
	 Washington Tool and Machine

Baird Avenue

Washington, PA 15301
	  	
	 Åkers Sweden AB and Åkers
AB
	  	
	 Bruksallen 14
SE-647 51
 Åkers Styckebruk, Sweden
	  	
	 Andritz Herr-Vosco Stamco Inc (RCI
Chesterton)
 1079 Lot #1 Industry Drive

Chesterton, IN 46304
	  	
	 Andritz Herr-Vosco Stamco Inc (RCI
Ambridge)
 2790 Duss Avenue

Ambridge, PA 15003
	  	
	 Outokumpu Stainless OY

Terastie 1 Tomio Finland

95490
	  	
	 J&S Transport och Speditions AB

Terminalvägen 42

72136 Västerås

Sweden
	  	
	 Mimab AB

Stilla Havet, Port 4

418 34 Göteborgs hamn

Sweden
	  	
	 Washington Tool and Machine

Baird Avenue

Washington, PA 15301
	  	
	 Alloys Unlimited and Processing,
LLC
	  	
	 3760 Oakwood Avenue

Austintown, Ohio 44515
	  	
	 Commercial Steel Treating

1394 East 39th Street

Cleveland, OH 44114
	  	
	 HMC Machine Technologies, Inc.

947 Summit Avenue

Niles, OH 44446
	  	
	 P&L Heat Treating

313 E. Wood Street

Youngstown, OH 44503
	  	


  
 -52- 














			
	 Company and Location
	 	
	 P&L Precision Grinding

948 Poland Avenue

Youngstown, OH 44502
	 	
	 Commercial Fluid Power

11663 McKinney Street

Titusville, PA 16534
	 	
	 AIR AND LIQUID PROCESSING
SEGMENT
	 	
	 Air &
Liquid Systems Corporation
	 	
	 Aerofin Division
	 	
	 4621 Murray Place

Lynchburg, VA 24502
	 	
	 Wilson Welding & Fab

1142 Seamster Rd. Gladys, VA
	 	
	 Heresite Protective Coatings

822 South 14th St

Manitowoc, WI 54220
	 	
	 Luvata Electrofin

1423 W. Ormsby Ave

Louisville, KY 40210
	 	
	 Buffalo Air Handling
Division
	 	
	 467 Zane Snead Drive

Amherst, VA 24521
	 	
	 Buffalo Pumps Division
	 	
	 874 Oliver Street

N. Tonawanda, NY 14120
	 	
	 FORGED AND CAST ENGINEERED PRODUCT
SEGMENT
	 	
	 Union Electric Steel
Corporation
	 	
	 Route 18

Burgettstown, PA 15021
	 	
	 726 Bell Avenue

Carnegie, PA 15106
	 	
	 U.S. Highway 30

Valparaiso, IN 46383
	 	
	 1712 Greengarden Road

Erie, PA 16501
	 	
	 Union Electric Steel UK Limited
	 	
	 Coulthards Lane

Gateshead, NE8 3DX England
	 	
	 Åkers Sweden AB
	 	
	 Bruksallen 14
SE-647 51
 Åkers Styckebruk, Sweden
	 	


  
 -53- 














			
	 Company and Location
	 	
	 Alloys Unlimited and Processing,
LLC
	 	
	 3760 Oakwood Avenue

Austintown, Ohio 44515
	 	
	 AIR AND LIQUID PROCESSING
SEGMENT
	 	
	 Air & Liquid Systems
Corporation
	 	
	 Aerofin Division
	 	
	 4621 Murray Place

Lynchburg, VA 24502
	 	
	 Buffalo Air Handling Division
	 	
	 467 Zane Snead Drive

Amherst, VA 24521
	 	
	 Buffalo Pumps Division
	 	
	 874 Oliver Street

N. Tonawanda, NY 14120
	 	

 (b)(ii) Inventory Storage Warehouses of Loan Parties 

 

			
	 Loan Part(ies)
	  	
Warehouse Address

	 Union Electric Steel Corporation Alloys

Unlimited and Processing, LLC
	  	
726 Bell Avenue

Carnegie, PA 15106

	 Union Electric Steel Corporation
	  	
Route 18

Burgettstown, PA 15021
  

U.S. Highway 30

Valparaiso, IN 46383
  

1712 Greengarden Rd

Erie, PA 16501

	 Buffalo Pumps, division of Air &
Liquid Systems Corporation
	  	
874 Oliver Street

N. Tonawanda, NY 14120

	 Buffalo Air Handling, division of
Air & Liquid Systems Corporation
	  	
467 Zane Snead Drive

Amherst, VA 24521

	 Aerofin, division of Air & Liquid
Systems Corporation
	  	
4621 Murray Place

Lynchburg, VA 24502

	 Aerofin, division of Air & Liquid
Systems Corporation
	  	
Wilson Welding & Fab 1142 Seamster Rd.

Gladys, VA

	 Aerofin, division of Air & Liquid
Systems Corporation
	  	
Heresite Protective Coatings

822 South 14th St

Manitowoc, WI 54220

	 Aerofin, division of Air & Liquid
Systems Corporation
	  	
Luvata Electrofin

1423 W. Ormsby Ave

Louisville, KY 40210



  
 -54- 














			
	 Loan Part(ies)
	  	
Warehouse Address

	 Åkers AB

Åkers Sweden AB
	  	
Bruksallen 14 SE-647 51

Åkers Styckebruk, Sweden

	 Åkers AB
	  	
Outokumpu Stainless OY Terastie 1Tomio

Finland

95490

	 Åkers AB

Åkers Sweden AB

Union Electric Steel UK Limited
	  	
Andritz Herr-Vosco Stamco Inc (RCI Chesterton)

1079 Lot #1 Industry Drive

Chesterton, IN 46304

	 Åkers AB

Åkers Sweden AB

Union Electric Steel UK Limited
	  	
Andritz Herr-Vosco Stamco Inc (RCI Ambridge)

2790 Duss Avenue

Ambridge, PA 15003

	 Åkers AB

Åkers Sweden AB
	  	
J&S Transport och Speditions AB

Terminalvägen 42

72136 Västerås

Sweden

	 Åkers AB

Åkers Sweden AB
	  	
Mimab AB

Stilla Havet, Port 4

418 34 Göteborgs hamn

Sweden

	 Åkers Sweden AB
	  	
Washington Tool and Machine

Baird Avenue

Washington, PA 15301

	 Union Electric Steel UK Limited
	  	
Coulthards Lane Gateshead, NE8 3DX Tyne & Wear

England

	 Union Electric Steel UK Limited
	  	
LV Valenback

Bailey Industrial Estate

Ellison Street, Jarrow

Tyne and Wear, NE32 3JU

England

	 Union Electric Steel UK Limited
	  	
Stadium Export Services Ltd.

Longrigg, Swalwell Gateshead, NE8 3DX

Tyne & Wear

England

	 Union Electric Steel UK Limited
	  	
The Storage Place Ltd. Brewery Lane,

Felling Gateshead, NEl0 0EY Tyne & Wear

England



  
 -55- 














			
	Loan Part(ies)	  	Warehouse Address
	 Union Electric Steel UK Limited
	  	
Washington Tool and Machine Co. Baird Avenue

Washington, PA 15301

	 Alloys Unlimited and Processing, LLC

Union Electric Steel Corporation
	  	
Austintown Oakwood LLC

3760 Oakwood Avenue

Austintown, OH 44515

	 Alloys Unlimited and Processing, LLC
	  	
P&L Heat Treating

313 E Wood St

Youngstown, OH 44503

	 Alloys Unlimited and Processing, LLC
	  	
Commercial Steel Treating

1394 East 39th Street

Cleveland, OH 44114

	 Alloys Unlimited and Processing, LLC
	  	
Commercial Fluid Power

11663 McKinney St

Titusville, PA 16354

	 Alloys Unlimited and Processing, LLC
	  	
HMC Machine Technologies, Inc.

947 Summit Avenue

Niles, OH 44446

	 Alloys Unlimited and Processing, LLC
	  	
P&L Precision Grinding

948 Poland Avenue

Youngstown, OH 44502

	 Union Electric Steel Corporation
	  	
Route 18

Burgettstown, PA 15021

	 Union Electric Steel Corporation
	  	
U.S. Highway 30

Valparaiso, IN 46383

	 Union Electric Steel Corporation
	  	
1712 Greengarden Road

Erie, PA 16501

	 Union Electric Steel Corporation
	  	
Union Electric Steel UK Limited Coulthards Lane

Gateshead, NE8 3DX

England

	 Union Electric Steel Corporation
	  	Specialty Services Inc. 14895 Cannons Mill Road East Liverpool, OH 43920
	 Union Electric Steel
	  	
Independent Container Line – Antwerp

Antwerp Container Terminal NVACOT

Antwerpsebaan 57

Kaai 730 – Delwaidedok

2040 Antwerpen, Belgium

	 Union Electric Steel
	  	
Independent Container Line – Southampton, UK

DP World Southampton

Western Docks

Southampton, GB

SO15 1DA

	 Union Electric Steel
	  	
Independent Maritime Terminal (ICL USA)

Penn Terminals Inc

1 Saville Avenue

Eddystone, PA 19022

	 Union Electric Steel Corporation
	  	
Independent Maritime Terminal Mannheimweg, Belgium

Quay 242, Hansa Dock, 2030

Antwerpen, Belgium



  
 -56- 














			
	Loan Part(ies)	  	
Warehouse Address

	 Union Electric Steel Corporation
	  	
KMX International

2nd and Grand Streets

Hamburg, PA 19526

	 Union Electric Steel Corporation
	  	
Hilti Inc.

902 North Cedar Street

New Castle, PA 16102

	 Union Electric Steel Corporation
	  	
Harbor Freight Transport Corp.

301 Craneway St.

Port Newark, NJ 07114

	 Union Electric Steel Corporation
	  	
International Titanium Corp.

93 Front St.

New Brighton, PA 15066

	 Union Electric Steel Corporation
	  	
Maxwell Welding and Machine

11 Starck Dr.

Burgettstown, PA 15021

	 Union Electric Steel Corporation
	  	
USS-POSCO Industries

900 Loveridge Road

Pittsburg, CA 94565

	 Union Electric Steel Corporation
	  	
WHEMCO

601 West 7th Ave Homestead, PA 15120

	 Union Electric Steel Corporation
	  	
XTEK Incorporated

11451 Reading Road

Cincinnati, OH 45241


 (b)(iii) Place of Business and Chief Executive Office of Loan Parties 

 

					
	 Loan Party
	 	
Place of Business
	 	
Chief Executive Office

	
Borrowers

	 Air & Liquid Systems
Corporation
	 	
4621 Murray Place

Lynchburg, VA 24502
  

467 Zane Snead Drive

Amherst, VA 24521
  

874 Oliver Street

N. Tonawanda, NY 14120
	 	
726 Bell Avenue, Suite 302

Carnegie, PA 15106



  
 -57- 














					
	 Loan Party
	 	
Place of Business
	 	
Chief Executive Office

	
Borrowers

	 Union Electric Steel Corporation
	 	
Route 18

Burgettstown, PA 15021
  

726 Bell Avenue

Carnegie, PA 15106
  

U.S. Highway 30

Valparaiso, IN 46383
  

1712 Greengarden Road

Erie, PA 16501
	 	
726 Bell Avenue

Carnegie, PA 15106

	 Alloys Unlimited and Processing, LLC
	 	
726 Bell Avenue

Carnegie, PA 15106
  

3760 Oakwood Avenue

Austintown, OH 44515
	 	
726 Bell Avenue

Carnegie, PA 15106

	 Åkers Sweden AB
	 	Bruksallen 14 SE-647 51 Åkers Styckebruk, Sweden	 	
Bruksallen 14 SE-647 51

Åkers Styckebruk, Sweden

	 Union Electric Steel UK Limited
	 	
Coulthards Lane

Gateshead, NE8 3DX England
	 	
Coulthards Lane

Gateshead, NE8 3DX England

	 Åkers AB
	 	 Bruksallen 14 SE-647 51 Åkers Styckebruk
 Sweden
	 	
Bruksallen 14 SE-647 51

Åkers Styckebruk, Sweden

	
Guarantors

	 Ampco-Pittsburgh Corporation
	 	
726 Bell Avenue, Suite 301

Carnegie, PA 15106
	 	
726 Bell Avenue, Suite 301

Carnegie, PA 15106

	 Ampco-Pittsburgh Securities V LLC
	 	
103 Foulk Road, Suite 202

Wilmington, DE 19803
	 	
103 Foulk Road, Suite 202

Wilmington, DE 19803

	Ampco-Pittsburgh Securities V Investment Corporation	 	
103 Foulk Road, Suite 202

Wilmington, DE 19803
	 	
103 Foulk Road, Suite 202

Wilmington, DE 19803

	 Ampco UES Sub, Inc.
	 	
103 Foulk Road, Suite 202

Wilmington, DE 19803
	 	
103 Foulk Road, Suite 202

Wilmington, DE 19803

	 The Davy Roll Company Limited
	 	
Coulthards Lane

Gateshead, NE8 3DX

England
	 	
Coulthards Lane

Gateshead, NE8 3DX England

	 Rolls Technology Inc.
	 	
726 Bell Avenue, Suite 301

Carnegie, PA 15106
	 	
726 Bell Avenue, Suite 301

Carnegie, PA 15106

	 FCEP Delaware LLC
	 	
103 Foulk Road, Suite 202

Wilmington, DE 19803
	 	
103 Foulk Road, Suite 202

Wilmington, DE 19803



  
 -58- 













 (b)(iv) Location of All Real Property Owned or Leased 

 

					
	 Company and Location
	 	
Owned or Leased
	 	
Landlord Address (if applicable)

	 FORGED AND
CAST ENGINEERED PRODUCT SEGMENT

	 Union
Electric Steel Corporation

	 Route 18

Burgettstown, PA 15021
	 	
Leased
	 	 Store Capital
Acquisitions, LLC
 8377 E. Hartford Drive, Suite 100 Scottsdale, Arizona 85255

	 726 Bell Avenue

Carnegie, PA 15106
	 	
Leased
	 	
Store Capital Acquisitions, LLC

8377 E. Hartford Drive, Suite 100 Scottsdale, Arizona 85255

	 U.S. Highway 30

Valparaiso, IN 46383
	 	
Leased
	 	
Store Capital Acquisitions, LLC

8377 E. Hartford Drive, Suite 100 Scottsdale, Arizona 85255

	 1712 Greengarden Road

Erie, PA 16501
	 	
Leased
	 	
Transportation Investment Group

7005 W. Pine Gate Road

Fairview, PA 16415

	 Union
Electric Steel UK Limited

	 Coulthards Lane

Gateshead, NE8 3DX England
	 	
Owned
	 	 
	 Åkers
Sweden AB

	 Bruksallen 14
SE-647
 51 Åkers Styckebruk, Sweden
	 	
Owned
	 	
N/A

	 Alloys
Unlimited and Processing, LLC

	 3760 Oakwood Avenue

Austintown, Ohio 44515
	 	
Leased
	 	
Austintown Oakwood, LLC

3760 Oakwood Avenue

Austintown, OH 44515

	 AIR AND
LIQUID PROCESSING SEGMENT

	
Air & Liquid Systems Corporation

	 Aerofin
Division

	 4621 Murray Place

Lynchburg, VA 24506
	 	
Owned
	 	
N/A

	 Buffalo Air
Handling Division

	 467 Zane Snead Drive

Amherst, VA 24531
	 	
Owned
	 	
N/A

	 Buffalo Pumps
Division

	 874 Oliver Street

N. Tonawanda, NY 14120
	 	
Owned
	 	
N/A



  
 -59- 













 SCHEDULE 5.2(a) 

STATES OF QUALIFICATION AND GOOD STANDING 
  

					
	 	 	 
	Entity	  	Jurisdiction of Organization	  	Jurisdictions of Qualification
	 
	
Borrowers

	 	 	 
	
Air & Liquid Systems Corporation
	  	 Pennsylvania
	  	 New
York
 Virginia

Illinois

	 	 	 
	
Union Electric Steel Corporation
	  	 Pennsylvania
	  	
Indiana

Missouri

Texas

	 	 	 
	
Alloys Unlimited and Processing, LLC
	  	 Pennsylvania
	  	
Ohio

	 	 	 
	
Rolls Technology Inc.
	  	 Delaware
	  	
None

	 	 	 
	
Akers National Roll Company
	  	 Delaware
	  	
Pennsylvania

West Virginia

	 	 	 
	
Åkers Sweden AB
	  	 Sweden
	  	
None

	 	 	 
	
Union Electric Steel UK Limited
	  	 England and Wales
	  	
None

	 	 	 
	
Åkers AB
	  	 Sweden
	  	European Union (VAT registration in France and Slovenia)
	 
	
Guarantors

	 	 	 
	
Ampco-Pittsburgh Corporation
	  	 Pennsylvania
	  	
Texas

	 	 	 
	
Ampco-Pittsburgh Securities V LLC
	  	 Delaware
	  	
None

	 	 	 
	
Ampco-Pittsburgh Securities V Investment Corporation
	  	 Delaware
	  	
None

	 	 	 
	
Ampco UES Sub, Inc.
	  	 Delaware
	  	
None

	 	 	 
	
The Davy Roll Company Limited
	  	 England and Wales
	  	
None

	 	 	 
	
FCEP Delaware LLC
	  	 Delaware
	  	
None



  
 -60- 













 SCHEDULE 5.2(b) 

SUBSIDIARIES 
  

			
	 	 
	Loan Party	  	Subsidiaries
	 	 
	
Ampco-Pittsburgh Corporation
	  	
Ampco-Pittsburgh Securities V LLC

	  	
Air & Liquid Systems Corporation

	 	 
	
Air & Liquid Systems Corporation
	  	 No
Subsidiaries

	 	 
	
Ampco-Pittsburgh Securities V LLC
	  	
Union Electric Steel Corporation

	  	
Ampco-Pittsburgh Securities V Investment Corporation

	 	 
	
Ampco-Pittsburgh Securities V Investment Corporation
	  	 No
Subsidiaries

	 	 
	
Union Electric Steel Corporation
	  	
Ampco UES Sub, Inc.

	  	
Alloys Unlimited and Processing, LLC

	 	 
	
Alloys Unlimited and Processing, LLC
	  	 No
Subsidiaries

	 	 
	
Ampco UES Sub, Inc.
	  	
Rolls Technology Inc.

	  	
FCEP Delaware LLC

	 	 
	
The Davy Roll Company Limited
	  	
Union Electric Steel UK Limited

	 	 
	
Union Electric Steel UK Limited
	  	 No
Subsidiaries

	 	 
	
Åkers Sweden AB
	  	 No
Subsidiaries

	 	 
	
Rolls Technology Inc.
	  	
Akers National Roll Company

	 	 
	
Akers National Roll Company
	  	 No
Subsidiaries

	 	 
	
Åkers AB
	  	 No
Subsidiaries

	 	 
	
FCEP Delaware LLC
	  	 No
Subsidiaries



  
 -61- 













 SCHEDULE 5.4 

FEDERAL TAX IDENTIFICATION NUMBER 
  

			
	 	 
	Entity	  	Federal Tax Identification Number or VAT Registration Number or
Equivalent
	 
	
Borrowers

	 	 
	
Air & Liquid Systems Corporation
	  	 27-1374558

	 	 
	
Union Electric Steel Corporation
	  	 25-0847900

	 	 
	
Alloys Unlimited and Processing, LLC
	  	 47-4472586

	 	 
	
Rolls Technology Inc.
	  	 25-1553954

	 	 
	
Akers National Roll Company
	  	 25-1571666

	 	 
	
Åkers Sweden AB
	  	
SE556031808001 (VAT registration number)

	 	 
	
Union Electric Steel UK Limited
	  	 452
12150 44119 A 23 A 22/01 (UK tax identification number)

	 	 
	
Åkers AB
	  	
SE556153479201 (VAT registration number)

	 
	
Guarantors

	 	 
	
Ampco-Pittsburgh Corporation
	  	 25-1117717

	 	 
	
Ampco-Pittsburgh Securities V LLC
	  	 25-1431512

	 	 
	
Ampco-Pittsburgh Securities V Investment Corporation
	  	 27-1450392

	 	 
	
Ampco UES Sub, Inc.
	  	 51-0319219

	 	 
	
The Davy Roll Company Limited
	  	 508
15589 16436 A 25 A 16/01 (UK tax identification number)

	 	 
	
FCEP Delaware LLC
	  	 81-4517241



  
 -62- 













 SCHEDULE 5.8(b)(i) 

LITIGATION 
 Asbestos Litigation

 Claims have been asserted alleging personal injury from exposure to asbestos-containing components historically used in some products manufactured by
predecessors of ALS (“Asbestos Liability”). ALS, and in some cases Ampco-Pitt Corp., are defendants (among a number of defendants, often in excess of 50) in cases filed in various state and federal courts. 

Asbestos Claims 
 The following table reflects approximate
information about the claims for Asbestos Liability against the subsidiaries and Ampco-Pitt Corp. for the three months ended March 31, 2020 and 2019: 
  

									
	 	  	Three Months
Ended March 31	 
	 (dollars in thousands)
	  	2020	 	 	2019	 
	 Total claims pending at the beginning of the period
	  	 	6,102	 	 	 	6,772	 
	 New claims served
	  	 	273	 	 	 	333	 
	 Claims dismissed
	  	 	(86	) 	 	 	(90	) 
	 Claims settled
	  	 	(108	) 	 	 	(56	) 
	 Total claims pending at the end of the period (1)
	  	 	6,181	 	 	 	6,959	 
	 Gross settlement and defense costs (in 000’s) (2)
	  	$	6,206	 	 	$	2,789	 
	 Average gross settlement and defense costs per claim resolved (in 000’s)
	  	$	31.99	 	 	$	19.10	 

  

	 	(1)	 Included as “open claims” are approximately 749 and 666 claims in 2020 and 2019, respectively,
classified in various jurisdictions as “inactive” or transferred to a state or federal judicial panel on multi-district litigation, commonly referred to as MDL. 



	 	(2)	 Increase in first quarter of 2020 over prior period is principally due to a high volume of settlement documents
received in 2020 for cases settled in 2019 but paid in first quarter of 2020. 


 A substantial majority of the settlement and defense
costs reflected in the above table was reported and paid by insurers. Because claims are often filed and can be settled or dismissed in large groups, the amount and timing of settlements, as well as the number of open claims, can fluctuate
significantly from period to period. 

  
 -63- 













 SCHEDULE 5.8(d) 

PLANS 
 UES, Ampco-Pitt Corp., and
ALS Plans 
  

	 	1.	 Ampco-Pitt Corp. Retirement Plan 



 

	 	2.	 Ampco-Pitt Corp. Retirement Savings Plan (401(k) Plan) 



 

	 	3.	 Ampco-Pitt Corp. Group Insurance Program (Health and Welfare Plan) 



 

	 	a.	 Medical Carrier—Aetna 



	 	b.	 Dental Carrier—Delta Dental 



	 	c.	 Vision Carrier—EyeMed 



	 	d.	 Life and AD&D Insurance—Lincoln Financial Group 



	 	e.	 Short Term Disability—Lincoln Financial Group 



	 	f.	 Long Term Disability—Lincoln Financial Group 



	 	g.	 Stop Loss—Aetna 



	 	h.	 Group Travel Accident – Chubb 



	 	i.	 Voluntary Accident Plan – Aetna 



	 	j.	 Termination Allowance Plan 



 

	 	4.	 Ampco-Pitt Corp. Retiree Welfare Benefits Plan 



 

	 	5.	 IAM National Pension Fund (multiemployer plan for the UES Valparaiso Union) 



 

	 	6.	 Steelworkers Health & Welfare (Carnegie Highmark medical, United Concordia dental)



  

	 	7.	 District No. 9 I.A.M.A.W. Welfare Plan (UES Valparaiso Union) 



National Roll Plans 
  

	 	1.	 National Roll Pension Plan for Hourly Rated EES At Avonmore 



 

	 	2.	 USWA Savings Program/National Roll 40l(K) Plan 



UK Borrower Plans 
  

	 	1.	 Pension Scheme Company contributes 3% and Employees must contribute 3% mm1mum 



 

	 	2.	 Death in Service—3x Salary/annual earnings 



 

	 	3.	 For a limited number of staff 



	 	a.	 Health Insurance—applies to 17 staff (covers employee and partner) 



	 	b.	 Company Cars—applies to 6 staff 



	 	c.	 Travel Insurance—applies to 17 staff (covers business and personal travel) 



  
 -64- 













 Åkers Sweden Plans 
  

	 	1.	 Kollektivavtal (tjanstemannaavtalet) 



 

	 	2.	 Kollektivavtal IF Metall/Stal och Metall 



 

	 	3.	 Local agreement about production bonus 



 

	 	4.	 Local agreements about benefits for workers: 



 

	 	a.	 “Fritidsfond” 0.7% of total workers salary. 2017 < 400KKr 



	 	b.	 “Sjukfond” 0.5% of total workers salary. 2017 < 330Kkr 



	 	c.	 “Tandfond” 0.2% of total workers salary. 2017 < ll0Kkr 



  
 -65- 













 SCHEDULE 5.9 

INTELLECTUAL PROPERTY, SOURCE CODE ESCROW AGREEMENTS 

Patents: 
  

							
	 Application/Patent No.

 
	  	Status	  	Chain of Title/Assignments	  	Notes
	 US 09/838,347

US 6,868,689
	  	Filed

4/20/2001Issued
3/22/2005
	  	 Inventors to Buffalo Air Handling
Company
 Executed 4/2001
 Recorded 4/20/2001

 
 Merger: Aerofin Corporation/Buffalo Pumps, Inc. into Air & Liquid Systems
Corporation
 Executed 12/23/2009
 Recorded 2/5/2010

 
 CURRENT OWNER: Air & Liquid Systems Corporation
	  	11.5 Year Maintenance Fee Window Opens 3/22/2016; Last day to pay: 3/22/2017
	 US 09/614,404

US 6,315,530
	  	Filed

7/12/2000Issued
11/13/2001
	  	 Inventors to Buffalo Pumps, Inc.

Executed 6/2000 and 7/2000
 Recorded 7/12/2000

 
 Merger: Aerofin Corporation/Buffalo Pumps, Inc. into Air & Liquid Systems
Corporation
 Executed 12/23/2009
 Recorded 2/5/2010

 
 CURRENT OWNER: Air & Liquid Systems Corporation
	  	 11.5 Year
Maintenance Fee paid: 5/1/2013
  
 Provisional Application No. 60/157,732 filed
10/5/1999 (expired)

	 US 10/161,663

US 6,617,731
	  	Filed

6/5/2002Issued
9/9/2003
	  	 Inventors to Buffalo Pumps, Inc.

Executed 5/2002
 Recorded 6/5/2002

 
 Merger: Aerofin Corporation/Buffalo Pumps, Inc. into Air & Liquid Systems
Corporation
 Executed 12/23/2009
 Recorded 2/5/2010

 
 CURRENT OWNER: Air & Liquid Systems Corporation
	  	11.5 Year Maintenance Fee paid: 2/19/2015


  
 -66- 














							
	 Application/Patent No.

 
	  	Status	  	Chain of Title/Assignments	  	Notes
	 US 10/094,982

US 6,626,578
	  	Filed

3/12/2002Issued
9/30/2003
	  	 Inventors to Buffalo Pumps, Inc.

Executed 3/2002
 Recorded 3/12/2002

 
 Merger: Aerofin Corporation/Buffalo Pumps, Inc. into Air & Liquid Systems
Corporation
 Executed 12/23/2009
 Recorded 2/5/2010

 
 CURRENT OWNER: Air & Liquid Systems Corporation
	  	11.5 Year Maintenance Fee paid: 2/19/2015

  

																									
	Brann Ref.	 	Country	 	
Application
Date

(dd/mm/yyyy)
	 	Application
No.	 	Reg. Date	 	Reg. No	 	Duration	 	Status	 	Applicant	 	Catchword	 	Application
Type	 	Team	 	Comments
	 P11057ATEP
	 	Austria	 	04/03/2011	 	11156907.5	 	11/09/2013	 	2495340	 	04/03/2031	 	Granted	 	Åkers
AB	 	A forged
roll meeting
the
requirements
of the cold
rolling
industry and
a method for
production
of such
a
roll	 	Designated
after EPC	 	Barry
Franks	 	 
	 P11057AU00
	 	Australia	 	04/03/2011	 	2011361937	 	14/01/2016	 	2011361937	 	 	 	Granted	 	Åkers
AB	 	A forged
roll meeting
the
requirements
of the cold
rolling
industry and
a method for
production
of such
a
roll	 	PCT
Based
without
Priority	 	Barry
Franks	 	 
	 P11057BEEP
	 	Belgium	 	04/03/2011	 	11156907.5	 	11/09/2013	 	2495340	 	04/03/2031	 	Granted	 	Åkers
AB	 	A forged
roll meeting
the
requirements
of the cold
rolling
industry and
a method for
production
of such
a
roll	 	Designated
after EPC	 	Barry
Franks	 	 


  
 -67- 














																									
	Brann Ref.	 	Country	 	
Application
Date

(dd/mm/yyyy)
	 	Application
No.	 	Reg. Date	 	Reg. No	 	Duration	 	Status	 	Applicant	 	Catchword	 	Application
Type	 	Team	 	Comments
	 P11057BR00
	 	Brazil	 	04/03/2011	 	PI1101419-9	 	 	 	 	 	 	 	Pending	 	Åkers
AB	 	A forged
roll meeting
the
requirements
of the cold
rolling
industry and
a method for
production
of such
a
roll	 	Priority
Founding	 	Barry
Franks	 	Request for
examination
has been
filed but
there is a
“huge”
backlog at
the
BR
patent
office.
	 P11057CA00
	 	Canada	 	04/03/2011	 	2828894	 	09/05/2017	 	2828894	 	 	 	Granted	 	Åkers
AB	 	A forged
roll meeting
the
requirements
of the cold
rolling
industry and
a method for
production
of such
a
roll	 	PCT
Based
without
Priority	 	Barry
Franks	 	 
	 P11057CHEP
	 	Switzerland	 	04/03/2011	 	11156907.5	 	11/09/2013	 	2495340	 	04/03/2031	 	Granted	 	Åkers
AB	 	A forged
roll meeting
the
requirements
of the cold
rolling
industry and
a method for
production
of such
a
roll	 	Designated
after EPC	 	Barry
Franks	 	 
	 P11057CN00
	 	China	 	04/03/2011	 	201180000136.7	 	 	 	 	 	 	 	Accepted
for grant.	 	Åkers
AB	 	A forged
roll meeting
the
requirements
of the cold
rolling
industry and
a method for
production
of such
a
roll	 	PCT
Based
without
Priority	 	Barry
Franks	 	The
registration
fees have
been paid.
Awaiting
issuance of
the Letters
patent.


  
 -68- 














																									
	Brann Ref.	 	Country	 	
Application
Date

(dd/mm/yyyy)
	 	Application
No.	 	Reg. Date	 	Reg. No	 	Duration	 	Status	 	Applicant	 	Catchword	 	Application
Type	 	Team	 	Comments
	 P11057CZEP
	 	Czech
Republic	 	04/03/2011	 	11156907.5	 	11/09/2013	 	2495340	 	04/03/2031	 	Granted	 	Åkers
AB	 	A forged
roll meeting
the
requirements
of the cold
rolling
industry and
a method for
production
of such
a
roll	 	Designated
after EPC	 	Barry
Franks	 	 
	 P11057DEEP
	 	Germany	 	04/03/2011	 	11156907.5	 	11/09/2013	 	2495340	 	04/03/2031	 	Granted	 	Åkers
AB	 	A forged
roll meeting
the
requirements
of the cold
rolling
industry and
a method for
production
of such
a
roll	 	Designated
after EPC	 	Barry
Franks	 	 
	 P11057ESEP
	 	Spain	 	04/03/2011	 	11156907.5	 	11/09/2013	 	2495340	 	04/03/2031	 	Granted	 	Åkers
AB	 	A forged
roll meeting
the
requirements
of the cold
rolling
industry and
a method for
production
of such
a
roll	 	Designated
after EPC	 	Barry
Franks	 	 
	 P11057FIEP
	 	Finland	 	04/03/2011	 	11156907.5	 	11/09/2013	 	2495340	 	04/03/2031	 	Granted	 	Åkers
AB	 	A forged
roll meeting
the
requirements
of the cold
rolling
industry and
a method for
production
of such
a
roll	 	Designated
after EPC	 	Barry
Franks	 	 
	 P11057FREP
	 	France	 	04/03/2011	 	11156907.5	 	11/09/2013	 	2495340	 	04/03/2031	 	Granted	 	Åkers
AB	 	A forged
roll meeting
the
requirements
of the cold
rolling
industry and
a method for
production
of such
a
roll	 	Designated
after EPC	 	Barry
Franks	 	 
	 P11057GBEP
	 	United
Kingdom	 	04/03/2011	 	11156907.5	 	11/09/2013	 	2495340	 	04/03/2031	 	Granted	 	Åkers
AB	 	A forged
roll meeting
the
requirements
of the cold
rolling
industry and
a method for
production
of such
a
roll	 	Designated
after EPC	 	Barry
Franks	 	 


  
 -69- 














																									
	Brann Ref.	 	Country	 	
Application
Date

(dd/mm/yyyy)
	 	Application
No.	 	Reg. Date	 	Reg. No	 	Duration	 	Status	 	Applicant	 	Catchword	 	Application
Type	 	Team	 	Comments
	 P11057HREP
	 	Croatia	 	04/03/2011	 	11156907.5	 	11/09/2013	 	2495340	 	04/03/2031	 	Granted	 	Åkers
AB	 	A forged
roll meeting
the
requirements
of the cold
rolling
industry and
a method for
production
of such
a
roll	 	Designated
after EPC	 	Barry
Franks	 	 
	 P11057IN00
	 	India	 	04/09/2013	 	1673/MUMNP/
2013	 	 	 	 	 	 	 	Pending	 	Åkers
AB	 	A forged
roll meeting
the
requirements
of the cold
rolling
industry and
a method for
production
of such
a
roll	 	PCT
Based
without
Priority	 	Barry
Franks	 	According
to
publically
available
databases
the national
filing date
is

04/09/2013.Request for
examination
filed but no
examination
report has
been
received yet

	 P11057ITEP
	 	Italy	 	04/03/2011	 	11156907.5	 	11/09/2013	 	2495340	 	04/03/2031	 	Granted	 	Åkers
AB	 	A forged
roll meeting
the
requirements
of the cold
rolling
industry and
a method for
production
of such
a
roll	 	Designated
after EPC	 	Barry
Franks	 	 
	 P11057JP01
	 	Japan	 	22/11/2013	 	2013-241411	 	24/03/2017	 	6114682	 	 	 	Granted	 	Åkers
AB	 	A forged
roll meeting
the
requirements
of the cold
rolling
industry and
a method for
production
of such
a
roll	 	Divisional	 	Barry
Franks	 	 
	 P11057KR00
	 	South
Korea	 	04/03/2011	 	10-2011-
0019698	 	02/09/2013	 	10-1305410	 	04/03/2031	 	Granted	 	Åkers
AB	 	A forged
roll meeting
the
requirements
of the cold
rolling
industry and
a method for
production
of such
a
roll	 	Priority
Founding	 	Barry
Franks	 	 


  
 -70- 














																									
	Brann Ref.	 	Country	 	
Application
Date

(dd/mm/yyyy)
	 	Application
No.	 	Reg. Date	 	Reg. No	 	Duration	 	Status	 	Applicant	 	Catchword	 	Application
Type	 	Team	 	Comments
	 P11057LUEP
	 	Luxembourg	 	04/03/2011	 	11156907.5	 	11/09/2013	 	2495340	 	04/03/2031	 	Granted	 	Åkers
AB	 	A forged
roll meeting
the
requirements
of the cold
rolling
industry and
a method for
production
of such
a
roll	 	Designated
after EPC	 	Barry
Franks	 	 
	 P11057NLEP
	 	Netherlands	 	04/03/2011	 	11156907.5	 	11/09/2013	 	2495340	 	04/03/2031	 	Granted	 	Åkers
AB	 	A forged
roll meeting
the
requirements
of the cold
rolling
industry and
a method for
production
of such
a
roll	 	Designated
after EPC	 	Barry
Franks	 	 
	 P11057PLEP
	 	Poland	 	04/03/2011	 	11156907.5	 	11/09/2013	 	2495340	 	04/03/2031	 	Granted	 	Åkers
AB	 	A forged
roll meeting
the
requirements
of the cold
rolling
industry and
a method for
production
of such
a
roll	 	Designated
after EPC	 	Barry
Franks	 	 
	 P11057ROEP
	 	Romania	 	04/03/2011	 	11156907.5	 	11/09/2013	 	2495340	 	04/03/2031	 	Granted	 	Åkers
AB	 	A forged
roll meeting
the
requirements
of the cold
rolling
industry and
a method for
production
of such
a
roll	 	Designated
after EPC	 	Barry
Franks	 	 
	 P11057RU00
	 	Russian	 	04/03/2011	 	2013142706	 	Issue Date
- January
10, 2016	 	Patent
No. 2572269
C2	 	04/03/2031	 	Granted	 	Åkers
AB	 	A forged
roll meeting
the
requirements
of the cold
rolling
industry and
a method for
production
of such
a
roll	 	PCT
Based
without
Priority	 	Barry
Franks	 	 


  
 -71- 














																									
	Brann Ref.	 	Country	 	
Application
Date

(dd/mm/yyyy)
	 	Application
No.	 	Reg. Date	 	Reg. No	 	Duration	 	Status	 	Applicant	 	Catchword	 	Application
Type	 	Team	 	Comments
	 P11057SEEP
	 	Sweden	 	04/03/2011	 	11156907.5	 	11/09/2013	 	2495340	 	04/03/2031	 	Granted	 	Åkers
AB	 	A forged
roll meeting
the
requirements
of the cold
rolling
industry and
a method for
production
of such
a
roll	 	Designated
after EPC	 	Barry
Franks	 	 
	 P11057SIEP
	 	Slovenia	 	04/03/2011	 	11156907.5	 	11/09/2013	 	2495340	 	04/03/2031	 	Granted	 	Åkers
AB	 	A forged
roll meeting
the
requirements
of the cold
rolling
industry and
a method for
production
of such
a
roll	 	Designated
after EPC	 	Barry
Franks	 	 
	 P11057SKEP
	 	Slovakia	 	04/03/2011	 	11156907.5	 	11/09/2013	 	2495340	 	04/03/2031	 	Granted	 	Åkers
AB	 	A forged
roll meeting
the
requirements
of the cold
rolling
industry and
a method for
production
of such
a
roll	 	Designated
after EPC	 	Barry
Franks	 	 
	 P11057TREP
	 	Turkey	 	04/03/2011	 	11156907.5	 	11/09/2013	 	2495340	 	04/03/2031	 	Granted	 	Åkers
AB	 	A forged
roll meeting
the
requirements
of the cold
rolling
industry and
a method for
production
of such
a
roll	 	Designated
after EPC	 	Barry
Franks	 	 


  
 -72- 














																									
	Brann Ref.	 	Country	 	
Application
Date

(dd/mm/yyyy)
	 	Application
No.	 	Reg. Date	 	Reg. No	 	Duration	 	Status	 	Applicant	 	Catchword	 	Application
Type	 	Team	 	Comments
	 P11057TW00
	 	Taiwan	 	04/03/2011	 	100107296	 	01/02/2015	 	I471420	 	04/03/2031	 	Granted	 	Åkers
AB	 	A forged
roll meeting
the
requirements
of the cold
rolling
industry and
a method for
production
of such
a
roll	 	Priority
Founding	 	Barry
Franks	 	According
to
publically
available
databases
there is not
any owner
registered
for this

patent.According
to the
Taiwanese
attorneys,
this was
corrected to
“Åkers
AB” in the
patent
Gazette
of
08/08/2015.

	 P11057US00
	 	USA	 	04/03/2011	 	13/040327	 	30/12/2014	 	8920296	 	22/03/2033	 	Granted	 	Åkers
AB	 	Forged roll
meeting the
requirements
of the cold
rolling
industry and
a method for
production
of such
a
roll	 	Priority
Founding	 	Barry
Franks	 	This patent
benefits
from 749
extra days
of validity
due to
patent term
adjustments
(PTA).


  
 -73- 













 Trademarks: 
  

													
	 	 	 	 	 	 	 
	Country	 	Serial No.	 	Reg. No.	 	Trademark	 	Status	 	Class	 	Owner Name
	 	 	 	 	 	 	 
	US	 	77/701,234	 	3,804,367	 	SPRAYGUARD	 	Registered	 	11	 	Air & Liquid Systems Corporation
	 	 	 	 	 	 	 
	US	 	76/311,192	 	2,578,540	 	AEROFIN	 	Registered	 	11	 	Air & Liquid Systems Corporation
	 	 	 	 	 	 	 
	US	 	76/227,153	 	2,668,131	 	AEROMIX	 	Registered	 	11	 	Air & Liquid Systems Corporation
	 	 	 	 	 	 	 
	US	 	75/668,294	 	2,377,091	 	ENERGY FLOW	 	Registered	 	11	 	Air & Liquid Systems Corporation
	 	 	 	 	 	 	 
	US	 	72/248,964	 	0,833,291	 	THRUST-O-MATIC	 	Registered	 	7 (US Class) 23	 	Air & Liquid Systems Corporation
	 	 	 	 	 	 	 
	US	 	72/207,562	 	0,799,481	 	CAN-O-MATIC	 	Registered	 	7 (US Class) 23	 	Air & Liquid Systems Corporation
	 	 	 	 	 	 	 
	US	 	85/330,517	 	4,335,451	 	SPLIT-FIT	 	Registered	 	7	 	Air & Liquid Systems Corporation
	 	 	 	 	 	 	 
	US	 	87/011,883	 	5,282,182	 	UNION ELECTRIC ÅKERS	 	Registered	 	7	 	Ampco UES Sub, Inc.
	 	 	 	 	 	 	 
	US	 	87/011,882	 	5,247,437	 	 




 Roll Design
	 	Registered	 	7	 	Ampco UES Sub, Inc.
	 	 	 	 	 	 	 
	EU	 	15936602	 	15936602	 	UNION ELECTRIC ÅKERS	 	Registered	 	7	 	Ampco UES Sub, Inc.
	 	 	 	 	 	 	 
	EU	 	15936628	 	 	 	 




 Roll Design
	 	Abandoned	 	7	 	Ampco UES Sub, Inc.
	 	 	 	 	 	 	 
	China	 	4096623	 	4096623	 	UNION ELECTRIC STEEL	 	Registered	 	 7

Forged hardened steel rolls
	 	Union Electric Steel Corporation
	 	 	 	 	 	 	 
	China	 	3353884	 	3353884	 	UNION ELECTRIC STEEL	 	Expired	 	 7

Forged hardened steel rolls
	 	Union Electric Steel Corporation
	 	 	 	 	 	 	 
	US	 	87/708,039	 	 	 	TWINALLOY	 	Pending	 	6, 7	 	Union Electric Steel Corporation
	 	 	 	 	 	 	 
	US	 	 	 	 	 	VICTURA	 	Pending	 	7	 	Union Electric Steel Corporation
	 	 	 	 	 	 	 
	EU	 	17883968	 	17883968	 	VICTURA	 	Registered	 	7	 	Union Electric Steel Corporation
	 	 	 	 	 	 	 
	EU	 	 	 	 	 	TWINALLOY	 	Pending	 	6, 7	 	Union Electric Steel Corporation


  
 -74- 














													
	 	 	 	 	 	 	 
	Country	 	Serial No.	 	Reg. No.	 	Trademark	 	Status	 	Class	 	Owner Name
	 	 	 	 	 	 	 
	International Register	 	1408765	 	1408765	 	VICTURA	 	Registered	 	7	 	Union Electric Steel Corporation
	 	 	 	 	 	 	 
	International Register	 	1410576	 	1410576	 	TWINALLOY	 	Registered	 	6, 7	 	Union Electric Steel Corporation
	 	 	 	 	 	 	 
	India	 	334986	 	 	 	AMPCO	 	 Registered

Renewed 3/27/06
 Expiry Date: 3/27/16
	 	 6

Non-precious metal alloys
	 	 AMPCO-PETTSBURGH CORPORATION[149935] Trading As :
AMPCO-PETTSBURGH CORPORATI0N. Body Incorporate
 700, PORTER BUILDING , PITTSBURGH, PENNSYLVANIA, UNITED STATES OF AMERICA.

US (UNITED STATES OF AMERICA)

	 	 	 	 	 	 	 
	India	 	334985	 	 	 	AMPCOLOY	 	 Registered

Renewed 3/27/92
 Expiry Date: 3/27/99
	 	 6

Non-precious metal alloys
	 	 AMPCO-PETTSBURGH CORPORATION[149935]

700, PORTER BUILDING , PITTSBURGH, PENNSYLVANIA, UNITED STATES OF AMERICA.

US (UNITED STATES OF AMERICA))

	 	 	 	 	 	 	 
	India	 	334987	 	 	 	AMPCO-WELD	 	 Registered

Renewed 3/27/92
 Expiry Date: 3/27/99
	 	 9

Resistance welding electrodes
	 	 AMPCO-PETTSBURGH CORPORATION[149935]

700, PORTER BUILDING , PITTSBURGH, PENNSYLVANIA, UNITED STATES OF AMERICA.

US (UNITED STATES OF AMERICA)


  

																									
	Brann
ref.	 	Applicant	 	Status	 	Trademark	 	Application
Date	  	App. No	  	Reg. date	  	Reg. no	  	Renewal
Date	  	Clases	  	Country	  	Designated
countries	  	Comments
	B597WW00	 	 	 	Ongoing
watch	 	INVICTA	 	 	  	 	  	 	  	 	  	30/06/2016	  	 	  	World Wide	  	 	  	 
	B598WW00	 	 	 	Ongoing
watch	 	ÅKERS	 	 	  	 	  	 	  	 	  	30/06/2016	  	06, 07	  	World Wide	  	 	  	 
	V25794BR07	 	Åkers AB	 	Pending	 	ÅKERS	 	29/12/2004	  	827044496	  	 	  	 	  	 	  	07	  	Brazil	  	 	  	Pending application.


  
 -75- 














																									
	Brann
ref.	 	Applicant	 	Status	 	Trademark	 	Application
Date	  	App. No	  	Reg. date	  	Reg. no	  	Renewal
Date	  	Clases	  	Country	  	Designated
countries	  	Comments
	V25794EU00	 	Åkers AB	 	Granted	 	ÅKERS	 	03/11/2004	  	004105251	  	16/12/2005	  	004105251	  	03/11/2024	  	06, 07, 40	  	European
Community	  	Austria, Belgium, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland,
Italy, Latvia, Lithuania, Luxembourg, Malta, Netherlands, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden, United Kingdom	  	 
	V25794ID06	 	Åkers AB	 	Granted	 	ÅKERS	 	03/02/2012	  	D00201204787	  	10/10/2014	  	IDM000427985	  	03/02/2022	  	06	  	Indonesia	  	 	  	Registered on 10/10/2014 – We have not received any Certificate of registration.
	V25794ID07	 	Åkers AB	 	Granted	 	ÅKERS	 	03/02/2012	  	D00201204786	  	10/10/2014	  	IDM000428492	  	03/02/2022	  	07	  	Indonesia	  	 	  	Registered on 10/10/2014 – We have not received any Certificate of registration
	 V25794IN00
	 	
Åkers AB
	 	Granted	 	ÅKERS	 	17/12/2004	  	1326540	  	17/12/2004	  	
1326540
	  	17/12/2024	  	07	  	India	  	 	  	 


  
 -76- 














																									
	Brann
ref.	 	Applicant	 	Status	 	Trademark	 	Application
Date	  	App. No	  	Reg. date	  	Reg. no	  	Renewal
Date	  	Clases	  	Country	  	Designated
countries	  	Comments
	V25794IP00	 	Åkers AB	 	Granted	 	ÅKERS	 	09/12/2004	  	844922A	  	09/12/2004	  	844922	  	09/12/2024	  	06, 07	  	International Protocol (Madrid)	  	Australia, China, Egypt, Japan (all goods in class 7 and class 6 limited), Kazakhstan, Morocco, Russian Federation, Turkey,
Ukraine	  	The designation for Japan only covers class 6.
	V25794IP01	 	Åkers AB	 	Granted	 	ÅKERS	 	09/12/2004	  	844922	  	09/12/2004	  	844922A	  	09/12/2024	  	06, 07	  	International Protocol (Madrid)	  	Egypt, Kazakhstan, Morocco, South Korea	  	Egypt, Kazakhstan and Morocco is included in the above registration no. 844922
	V25794US00	 	Åkers AB	 	Granted	 	ÅKERS	 	02/05/2005	  	78/620774	  	05/12/2006	  	3179530	  	05/12/2016	  	06, 07	  	USA	  	 	  	Declaration of use should be filed on 05/12/2016
	V25794ZA07	 	Åkers AB	 	Granted	 	ÅKERS	 	10/12/2004	  	2004/22404	  	05/03/2008	  	2004/22404	  	10/12/2024	  	07	  	South Africa	  	 	  	Granted
	V26765CN06	 	Åkers AB	 	Granted	 	ÅKERS
 i
lokala
tecken
	 	03/11/2006	  	5700635	  	28/07/2009	  	5700635	  	27/07/2019	  	06	  	China	  	 	  	 
	V26765CN07	 	Åkers AB	 	Granted	 	ÅKERS
 i
lokala
tecken
	 	03/11/2006	  	5700636	  	28/07/2009	  	5700636	  	27/07/2019	  	07	  	China	  	 	  	 
	V30705BR00	 	Åkers AB	 	Pending	 	INVICTA	 	11/05/2011	  	831026995	  	 	  	 	  	 	  	07	  	Brazil	  	 	  	 


  
 -77- 














																									
	Brann
ref.	 	Applicant	 	Status	 	Trademark	 	Application
Date	  	App. No	  	Reg. date	  	Reg. no	  	Renewal
Date	  	Clases	  	Country	  	Designated
countries	  	Comments
	 V30705EU00
	 	Åkers
AB	 	Granted	 	INVICTA	 	02/03/2011	  	009778549	  	10/08/2011	  	009778549	  	02/03/2021	  	07	  	European Community	  	Austria, Belgium, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, 
Germany, Greece, Hungary,
Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, Netherlands, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden, United Kingdom	  	 
	 V30705IP00
	 	Åkers
AB	 	Granted	 	INVICTA	 	07/03/2011	  	1084155	  	07/03/2011	  	1084155	  	07/03/2021	  	07	  	International Protocol (Madrid)	  	China, Japan, Kazakhstan, Russian Federation, South Korea, Turkey, USA	  	Declaration of use should be filed in USA on 28/02/2018
	 	 	Åkers
AB	 	Registered	 	INVICTA	 	07/03/2011	  	79/100,102	  	28/02/2012	  	4,103,884	  	07/03/2021	  	7	  	US	  	 	  	 


  
 -78- 













 SCHEDULE 5.14 

LABOR DISPUTES 
  

							
	 Facility
	  	
Name of union
	  	
Expiration date of contract
	  	
Labor disputes

	 	 	 	 
	Carnegie, PA	  	USW Local 14034-47	  	10/14/2023	  	None
	 	 	 	 
	Burgettstown, PA	  	USW Local 14034-49	  	3/23/2021	  	None
	 	 	 	 
	Valparaiso, IN	  	IAM Dist. 90, Local 2018	  	5/31/2022	  	None
	 	 	 	 
	Gateshead, UK Hourly	  	GMB /Unite	  	Annual- December	  	None
	 	 	 	 
	Gateshead, UK Salaried	  	Unite	  	Annual- December	  	None
	 	 	 	 
	Styckebruk, Sweden (Blue Collar Employees)	  	Steel and Metal Employers Association / Industrifacket Metall (employee organisation)	  	10/31/2020	  	None
	 	 	 	 
	 Styckebruk,
Sweden
 (White Collar Employees)
	  	 Steel and Metal Employers Association / Unionen, the Swedish
Association of Graduate Engineers and Ledama (employee
 organisations)
	  	10/31/2020	  	None
	 	 	 	 
	Buffalo Pumps Division of Air & Liquid Systems Corporation	  	Local #9436-4 (USW, AFL-CIO)	  	9/14/2020	  	None













 SCHEDULE 5.24 

EQUITY INTERESTS 
  

	 	(a)	 Authorized and Outstanding Equity Interests 



 

									
	 Entity
	  	
Jurisdiction of Organization
	  	Authorized Capital Stock/Share Capital	  	Issued and Outstanding Shares of Capital Stock	  	Holders of Issued and Outstanding Shares of Capital Stock
	Borrowers	  	 	  	 
	Air & Liquid Systems Corporation	  	Pennsylvania	  	100 shares of common stock, par value $1.00 per share	  	100 shares of common stock, par value $1.00 per share	  	 Ampco-Pittsburgh
Corporation owns 100% of the issued and outstanding
 capital stock of Air & Liquid Systems Corporation

	Union Electric Steel Corporation	  	Pennsylvania	  	 4,000,000

shares of common stock, par value $1.25 per share
	  	1,508,665 shares of common stock, par value $1.25 per share	  	 Ampco-Pittsburgh
Securities V LLC owns 100% of the issued and outstanding
 capital stock of Union Electric Steel Corporation

	Alloys Unlimited and Processing, LLC	  	Pennsylvania	  	100 limited liability company units	  	100 limited liability company units	  	 Union Electric Steel
Corporation owns 100% of the issued and outstanding membership interests of Alloys Unlimited and
 Processing, LLC

	Akers National Roll Company	  	Delaware	  	1,000 shares of common stock, par value $1.00 per share	  	1,000 shares of common stock, par value $1.00 per share	  	 Rolls Technology
Inc. owns 100% of the issued and outstanding capital stock of Akers National
 Roll Company



  
 -80- 














									
	Entity	  	
Jurisdiction of Organization
	  	
Authorized Capital Stock/Share

Capital
	  	 Issued
and Outstanding Shares of
 Capital Stock
	  	Holders of Issued and Outstanding Shares of Capital Stock
	Åkers Sweden AB	  	Sweden	  	SEK 100,000,000	  	1,000,000 shares	  	 FCEP Europe

B.V. owns 100% of the issued and outstanding capital stock of

Åkers Sweden AB

	Union Electric Steel UK Limited	  	England and Wales	  	 GBP 60,000

60,000 shares
	  	60,000 shares	  	 The Davy Roll
Company Limited owns 100% of the issued and outstanding capital stock of Union Electric
 Steel UK Limited

	Åkers AB	  	Sweden	  	SEK 10,000,000	  	1,400,000 shares	  	 FCEP Europe

B.V. owns 100% of the issued and outstanding capital stock of

Åkers AB

	Guarantors (other than Ampco-Pitt Corp.)	  	 	  	 
	Ampco-Pittsburgh Securities V LLC	  	Delaware	  	 100

membership interests
	  	100 membership interests	  	 Ampco-Pittsburgh
Corporation owns 100% of the issued and outstanding membership interests of Ampco-Pittsburgh
 Securities V LLC



  
 -81- 














									
	Entity	  	
Jurisdiction of Organization
	  	Authorized Capital Stock/Share Capital	  	Issued and Outstanding Shares of Capital Stock	  	Holders of Issued and Outstanding Shares of Capital
Stock
	 Ampco-Pittsburgh

Securities V Investment Corporation
	  	 Delaware
	  	 100 shares of

common stock, par value $1.00
 per share
	  	 100 shares of

common stock, par value $1.00 per share
	  	 Ampco-

Pittsburgh Securities V LLC owns 100% of the
 issued and

outstanding
 capital stock of

Ampco-Pittsburgh
 Securities V

Investment
 Corporation

	 Ampco UES Sub, Inc.
	  	 Delaware
	  	 1,000 shares

of common stock, par
 value $1.00

per share
	  	 10 shares of common stock,

par value $1.00
 per share
	  	 Union Electric Steel
Corporation
 owns 100% of the
 issued and

outstanding
 capital stock of

Ampco UES Sub,
 Inc.

	 The Davy Roll

Company Limited
	  	 England and

Wales
	  	 GBP

1,000,000
 1,000,000

shares
	  	 1,000,000 shares
	  	 FCEP Europe

B.V. owns 100%
 of the issued and

outstanding
 capital stock of

The Davy Roll
 Company Limited

	 Rolls Technology

Inc.
	  	 Delaware
	  	 3,000 shares

of common
 stock, no par value
	  	 3,000 shares of

common stock, no par value
	  	 Ampco UES Sub,

Inc. owns 100% of the issued and
 outstanding

capital stock of
 Rolls Technology

Inc.

	 FCEP Delaware LLC
	  	 Delaware
	  	 100

membership
 interests
	  	 100 membership interests
	  	 Ampco UES Sub, Inc.
owns 100%
 of the issued and
 outstanding

capital stock of
 FCEP Delaware

LLC



  
 -82- 














	 	(b)	 None. For Ampco-Pitt. Corp., refer to Form 10-K and 2020 Proxy
Statement for description of options and restricted stock units 


  

	 	(c)	 None 



  
 -83- 













 SCHEDULE 5.27 

MATERIAL CONTRACTS 
  

	 	1.	 1988 Supplemental Executive Retirement Plan, as amended and restated December 17, 2008, and further amended on
July 1, 2015. 


  

	 	2.	 Ampco-Pittsburgh Corporation 2008 Omnibus Incentive Plan. 



 

	 	3.	 Ampco-Pittsburgh Corporation 2011 Omnibus Incentive Plan. 



 

	 	4.	 Ampco-Pittsburgh Corporation 2016 Omnibus Incentive Plan. 



 

	 	5.	 Amendment No. 1 to Amended and Restated Union Electric Steel Corporation Retirement Restoration Plan for
Robert G. Carothers, effective as of July 1, 2015. 


  

	 	6.	 Amended and Restated Change in Control Agreement, dated as of November 4, 2015, by and between Ampco-Pittsburgh
Corporation and Rose Hoover. 


  

	 	7.	 Amended and Restated Change in Control Agreement, dated as of November 4, 2015, by and between
Ampco-Pittsburgh Corporation and Dee Ann Johnson. 


  

	 	8.	 Amended and Restated Change in Control Agreement, dated as of November 4, 2015, by and among Ampco-Pittsburgh
Corporation, Air & Liquid Systems Corporation, and Terrence W. Kenny. 


  

	 	9.	 Share Sale and Purchase Agreement, dated as of December 2, 2015, by and between, inter alia, Åkers
Holdings AB and Ampco-Pittsburgh Corporation. 


  

	 	10.	 Addendum to Share Sale and Purchase Agreement, dated March 1, 2016, among Ampco Pittsburgh Corporation, Ampco
UES Sub, Inc., Altor Fund II GP Limited, and Åkers Holding AB. 


  

	 	11.	 Second Addendum to Share Sale and Purchase Agreement, dated March 3, 2016, among Ampco-Pittsburgh Corporation,
Ampco UES Sub, Inc., Altor Fund II GP Limited, and Åkers Holding AB. 


  

	 	12.	 Shareholder Support Agreement, dated March 3, 2016, by and between Ampco-Pittsburgh Corporation and Altor
Fund II GP Limited. 


  

	 	13.	 Purchase Agreement by and among Ampco UES Sub, Inc., ASW Steel Inc., and CK Pearl Fund, Ltd. and CK Pearl Fund
LP and White Oak Strategic Master Fund, L.P. dated as of November 1, 2016. 



  
 -84- 














	 	14.	 Change in Control Agreement between Ampco-Pittsburgh Corporation and Michael G. McAuley dated April 25,
2016. 


  

	 	15.	 Retirement and Consulting Agreement effective May 1, 2016 by and between Union Electric Steel Corporation
and Robert G. Carothers, as amended effective June 1, 2017 and as further amended January 1, 2019. 


  

	 	16.	 Change in Control Agreement between Ampco-Pittsburgh Corporation and J. Brett McBrayer, dated July 1, 2018
as amended December 20, 2019. 


  

	 	17.	 Offer Letter between Ampco-Pittsburgh Corporation and J. Brett McBrayer dated June 16, 2018.



  

	 	18.	 Ampco-Pittsburgh Corporation Executive Severance Plan, effective June 21, 2018. 



 

	 	19.	 Share Purchase Agreement dated September 30, 2019 by and among Ampco UES Sub, Inc., ASW Steel Inc.,
Valbruna Canada, Ltd. and Ampco-Pittsburgh Corporation 


  

	 	20.	 Master Lease Agreement between Union Electric Steel Corporation and Store Capital Acquisitions, LLC dated
September 28, 2019 


  

	 	21.	 Change in Control Agreement among Ampco-Pittsburgh Corporation, Union Electric Steel Corporation and Samuel C.
Lyon, dated March 6, 2019. 


  

	 	22.	 Unconditional Guaranty of Payment and Performance between Ampco-Pittsburgh Corporation and Store Capital
Acquisitions, LLC dated September 28, 2018 


  

	 	23.	 Form of Notice of Grant of Restricted Stock Unit Award (Time Vesting) 



 

	 	24.	 Form of Notice of Grant of Restricted Stock Unit Award (Performance Vesting) 



  
 -85- 













 SCHEDULE 7.3 

GUARANTEES 
  

	 	1.	 Letter of support from Union Electric Steel Corporation to Union Electric Steel (Hong Kong) Limited to enable
it to meet its liabilities to vendors for goods and services and to satisfy its tax obligations as and when they become due. 


  

	 	2.	 PRI Pension guarantee: Ampco-Pitt Corp. has guaranteed, as for its own debt, the due fulfillment of all
obligations of Åkers Sweden AB’s credit insurance regarding commitments for retirement pension (Total outstanding amount SEK 24,400,000).1 



 

	 	3.	 PRI Pension guarantee: Ampco-Pitt Corp. has guaranteed, as for its own debt, the due fulfillment of all
obligations of Åkers AB’s credit insurance regarding commitments for retirement pension (Total outstanding amount SEK 9,500,000).2 



 

	 	4.	 Guarantee dated January 5, 2017 and subsequently signed by new CEO J. Brett McBrayer on January 15,
2019, issued by Ampco-Pittsburgh Corporation to Nordea Bank in connection with the bank account opened by Åkers AB, to cover exposures regarding advance payment, guarantees, letters of credit, car financings and credit cards (in the amount of
SEK 13,000,000 and subsequently increased to SEK 15,000,000 by the replacement Guarantee dated January 15, 2019).3 



 

	 	5.	 Guarantee dated January 5, 2017 and subsequently signed by new CEO J. Brett McBrayer on January 15, 2019,
issued by Ampco-Pittsburgh Corporation to Nordea Bank in connection with the bank account opened by Åkers Sweden AB, to cover exposures regarding advance payment, guarantees, letters of credit, car financings and credit cards (in the amount of
SEK 3,000,000 and subsequently reduced to SEK 1,000,000 by the replacement Guarantee dated January 15, 2019).4 



  

 
 1 Note: The figure is based on the assumption that the guarantees were redeemed on December 31, 2015. 

2 Note: The figure is based on the assumption that the guarantees were redeemed on
December 31, 2015. 
 3 Note: The SEK amount changes are merely reallocations from the
previously scheduled amounts and do not reflect an overall increase in the previously scheduled guarantees. 

4 Note: The SEK amount changes are merely reallocations from the previously scheduled amounts and
do not reflect an overall increase in the previously scheduled guarantees. 

  
 -86-