EX-10.1



 Exhibit 10.1 

SECOND AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT 

This Second Amendment to Revolving Credit and Security Agreement (this “Second Amendment”) is dated this 2nd day of March, 2017, 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”), 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”), and ASW Steel Inc., an Ontario corporation (“ASW”)(ALS, UES, Alloys, National Roll, the Swedish Borrowers, the UK Borrower, ASW 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 (other than ASW), the Guarantors, the Lenders and the Agent entered into
that certain Revolving Credit and Security Agreement, dated effective as of May 20, 2015, by and among the Borrowers (other than ASW), the Guarantors, the Lenders and the Agent, as amended by that certain First Amendment to Revolving Credit and
Security Agreement, dated October 31, 2016, 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”);
and 
 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. 

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.    The preamble to the Credit Agreement is hereby deleted in its entirety and in its stead is inserted the following:

 Revolving Credit and Security Agreement, dated as of May 18, 2016, to be effective as of the Closing Date, 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”), and ASW Steel Inc., an Ontario corporation (“ASW”) (ALS, UES, Alloys, National Roll, the Swedish Borrowers, the UK Borrower, ASW and each Person joined hereto as a borrower from time to time, are collectively, the
“Borrowers”, and each a “Borrower”), the Guarantors (as defined herein) now or which hereafter become a party hereto, the financial institutions which are now or which hereafter become a party hereto (collectively, the
“Lenders” and each individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”). 

3.    Section 1.2 of the Credit Agreement is hereby amended by inserting the following new definitions in their
appropriate alphabetical order: 
 “Bail-In Action” means the
exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution. 

“Bail-In Legislation” means, 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. 
 “Canadian Anti-Money
Laundering & Anti-Terrorism Legislation” shall mean the Criminal Code, R.S.C. 1985, c. C-46, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act, S.C. 2000, c.
17 and the United Nations Act, R.S.C. 1985, c.U-2 or any similar Canadian legislation, together with all rules, regulations and interpretations thereunder or related thereto including, without limitation, the
Regulations Implementing the 

  
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United Nations Resolutions on the Suppression of Terrorism and the United Nations al-Qaida and Taliban Regulations promulgated under the United Nations
Act. 
 “Canadian Dollar” shall mean the lawful currency of Canada. 

“Canadian Dollar Denominated Advances” shall mean each Advance denominated in Canadian Dollars at the time of
the incurrence thereof. 
 “Canadian Formula Amount” shall have the meaning set forth in Section 2.1(a)(D)
hereof. 
 “Canadian Inventory Advance Rate” shall have the meaning set forth in Section 2.1(a)(D)(y)(ii)
hereof. 
 “Canadian Inventory NOLV Advance Rate” shall have the meaning set forth in Section
2.1(a)(D)(y)(ii) hereof 
 “Canadian Letter of Credit” shall mean a Letter of Credit (other than any Letter
of Credit issued under the US Formula Amount) issued or caused to be issued for the account of ASW. 
 “Canadian
Obligations” shall mean all non-monetary Obligations of ASW and all monetary Obligations of ASW, under or in connection with Advances made by the Lenders or the Agent to ASW or with respect to
intercompany or other transfers in respect of which ASW otherwise acts as a borrower (including, without limitation, any Lender-Provided Foreign Currency Hedge and/or any Lender-Provided Interest Rate Hedge), the amount of which monetary Obligations
of ASW shall be determined by methods reasonably satisfactory to the Agent, which shall include, without limitation, reference to the books and records relating to Advances made by Lenders or the Agent to ASW. 

“Canadian Pension Plan” shall mean each pension plan required to be registered under Canadian federal or
provincial law that is maintained or contributed to by a Loan Party for its employees or former employees, but does not include the Canada Pension Plan as maintained by the Government of Canada. 

“Canadian Pension Termination Event” shall mean (a) the voluntary full or partial wind up of a Canadian
Pension Plan that is a registered pension plan by a Loan Party and only in respect of defined contribution plans, which have a funding deficiency; (b) the institution of proceedings by any Governmental Body to terminate in whole or in part or
have a trustee appointed to administer such a plan and only in respect of defined contribution 

  
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plans, which have a funding deficiency; or (c) any other event or condition which might constitute grounds for the termination of, winding up or partial termination of, winding up or the
appointment of trustee to administer and only in respect of defined contribution plans, which have a funding deficiency. 

“Canadian Receivables Advance Rate” shall have the meaning set forth in Section 2.1(a)(D)(y)(i) hereof. 

“Canadian Security Documents” shall mean each of the: (i) General Security Agreement, made by ASW to the
Agent for itself and the benefit of the Lenders; (ii) Assignment of Insurance, made by ASW to the Agent for itself and the benefit of the Lenders; (iii) Irrevocable Direction Regarding Insurance, made by ASW for the benefit of the Agent
(for itself and on behalf of the Lenders); and (iv) Pledge Agreement granted by Ampco UES with respect to sixty-five percent (65%) of the Equity Interests of ASW, to the Agent for itself and the benefit of the Lenders. 

“Canadian Sublimit” shall mean a Dollar Equivalent amount equal to Fifteen Million and 00/100 Dollars
($15,000,000.00); provided that such amount may, at the option of the Borrowers, be increased proportionately with any increase in the Maximum Revolving Advance Amount in accordance with Section 2.24 or decreased proportionately with any
permanent reduction in the Maximum Revolving Advance Amount in accordance with Section 2.2(f). 
 “Canadian Swing
Loans” shall mean Swing Loans made to ASW. 
 “EEA Financial Institution” means (a) any credit
institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause
(a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with
its parent. 
 “EEA Member Country” means any of the member states of the European Union, Iceland,
Liechtenstein, and Norway. 
 “EEA Resolution Authority” means any public administrative authority or any
person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution. 

  
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 “Eligible Canadian Inventory” shall mean and include Inventory
of ASW, valued at the lower of cost or market value, determined on a first-in-first-out basis, which is not, in Agent’s
opinion, obsolete, slow moving or unmerchantable and which Agent, in its Permitted Discretion, shall not deem ineligible Inventory, based on such considerations as Agent may from time to time deem appropriate including whether the Inventory is
subject to a perfected, first priority security interest in favor of Agent and no other Lien (other than a Permitted Encumbrance). In addition, Inventory shall not be Eligible Canadian Inventory if it: (a) does not conform to all standards
imposed by any Governmental Body which has regulatory authority over such goods or the use or sale thereof; (b) is in-transit within Canada or the United States unless such Inventory is in transit from a
Canadian or a United States location owned by a Borrower or a Canadian or a United States location identified on Schedule 4.4 (as such Schedule may be updated from time to time) to a Canadian or a United States location owned by a Borrower or
a Canadian or a United States location identified on Schedule 4.4 (as such Schedule may be updated on fifteen (15) days’ prior written notice from time to time) provided that Agent has registered a first (subject to Permitted
Encumbrances) priority Lien in each applicable jurisdiction including the jurisdiction of origination and destination for Inventory in transit or is located at a third party processor located in Canada and where the Agent has registered a first
(subject to Permitted Encumbrances) priority Lien and such third party processor has executed in favor of Agent a Lien Waiver Agreement (or Agent shall agree otherwise in its sole discretion after establishing reserves against the Canadian Formula
Amount with respect thereto as Agent shall deem appropriate in its sole discretion); (c) is located outside Canada or at a location that is not otherwise in compliance with this Agreement unless such Inventory is in transit from a Canadian or a
United States location owned by a Borrower or a Canadian or a United States location identified on Schedule 4.4 (as such Schedule may be updated on fifteen (15) days’ prior written notice from time to time) to a third party
processor located in the United States and where the Agent has registered a first (subject to Permitted Encumbrances) priority Lien and such third party processor has executed in favor of Agent a Lien Waiver Agreement (or Agent shall agree otherwise
in its sole discretion after establishing reserves against the Canadian Formula Amount with respect thereto as Agent shall deem appropriate in its sole discretion) and then only to the extent that: (i) Agent has received assurances satisfactory
to it that all of the original Documents evidencing such Inventory (all of which 

  
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Documents shall be Negotiable Documents) have been issued by the applicable carrier and have been forwarded to an Eligible Customs Broker (and, if such Documents are not actually received by an
Eligible Customs Broker within ten (10) days after the sending thereof, such Inventory shall thereupon cease to be Eligible Canadian Inventory), or, if required by Agent in the exercise of its sole discretion, all of such original Documents are
in the possession, in the United States, of Agent or an Eligible Customs Broker (as specified by Agent); (ii) such Inventory is fully insured by marine cargo or other similar insurance, in such amounts, with such insurance companies and subject to
such deductibles as are satisfactory to Agent and in respect of which Agent has been named as lender loss payee; and (iii) Agent has received an executed freight forwarder agreement with respect to such Inventory from an Eligible Customs
Broker; (d) constitutes Consigned Inventory unless a waiver has been obtained from the holder of such Inventory (other than Consigned Inventory not in excess of the Dollar Equivalent amount of (A) Five Hundred Thousand and 00/100 Dollars
($500,000.00) in any one location at any one point and (B) One Million and 00/100 Dollars in the aggregate in all locations at any one point); (e) is the subject of an Intellectual Property Claim; (f) is subject to a License Agreement that
limits, conditions or restricts ASW’s or Agent’s right to sell or otherwise dispose of such Inventory, unless Agent is a party to a Licensor/Agent Agreement with the Licensor under such License Agreement (or Agent shall agree otherwise in
its sole discretion after establishing reserves against the Canadian Formula Amount with respect thereto as Agent shall deem appropriate in its sole discretion); (g) is situated at a location not owned by ASW unless the owner or occupier of such
location has executed in favor of Agent a Lien Waiver Agreement (or Agent shall agree otherwise in its sole discretion after establishing reserves against the Canadian Formula Amount with respect thereto as Agent shall deem appropriate in its sole
discretion); or (h) or if the sale of such Inventory would result in an ineligible Receivable. 
 “Eligible
Canadian Receivables” shall mean and include, each Receivable of ASW arising in the Ordinary Course of Business and which Agent, in its sole credit judgment, shall deem to be an Eligible Canadian Receivable, based on such considerations as
Agent may from time to time deem appropriate. A Receivable shall not be deemed eligible unless such Receivable is subject to Agent’s first priority perfected security interest and no other Lien (other than Permitted Encumbrances), and is
evidenced by an invoice or other documentary evidence satisfactory to Agent. In addition, no Receivable shall be an Eligible Canadian Receivable if: 

(a)    it arises out of a sale made by ASW to an Affiliate of any Borrower or to a Person controlled by an
Affiliate of any Borrower; 

  
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 (b)    it is due or unpaid more than ninety (90) days
after the original invoice date or sixty (60) days after the original due date; 
 (c)    fifty
percent (50%) or more of the Receivables from such Customer are not deemed Eligible Canadian Receivables hereunder; 

(d)    any covenant, representation or warranty contained in this Agreement with respect to such Receivable
has been breached; 
 (e)    an Insolvency Event shall have occurred with respect to such Customer; 

(f)    the sale is to a Customer outside the continental United States of America or a province or
territory of Canada that has not adopted the PPSA, unless the sale is on letter of credit, guaranty or acceptance terms, in each case acceptable to Agent in its sole discretion; 

(g)    [Reserved]; 

(h)    Agent believes, in its sole judgment, that collection of such Receivable is insecure or that such
Receivable may not be paid by reason of the Customer’s financial inability to pay; 
 (i)    the
Customer is the Her Majesty in right of Canada or any Provincial or local Governmental Body, or any ministry, unless ASW assigns its right to payment of such Receivable to the Agent in compliance with the particular provisions of the Financial
Administration Act, R.S.C. 185, c.F 11, as amended, or any similar applicable federal, provincial or local law, regulation or requirement; and such assignment is enforceable against such Governmental Body; 

(j)    the goods giving rise to such Receivable have not been delivered to and accepted by the Customer or
the services giving rise to such Receivable have not been performed by ASW and accepted by the Customer or the Receivable otherwise does not represent a final sale; 

  
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 (k)    the Receivables of the Customer exceed a credit limit
determined by Agent, in its sole discretion, to the extent such Receivable exceeds such limit; 

(l)    the Receivable is subject to any offset, deduction, defense, dispute, credits or counterclaim (but
such Receivable shall only be ineligible to the extent of such offset, deduction, defense or counterclaim), the Customer is also a creditor or supplier of a Borrower or the Receivable is contingent in any respect or for any reason; 

(m)    ASW has made any agreement with any Customer for any deduction therefrom, except for discounts or
allowances made in the Ordinary Course of Business for prompt payment, all of which discounts or allowances are reflected in the calculation of the face value of each respective invoice related thereto; 

(n)    any return, rejection or repossession of the merchandise has occurred or the rendition of services
has been disputed; 
 (o)    such Receivable is not payable to ASW; or 

(p)    such Receivable is not otherwise satisfactory to Agent as determined in good faith by Agent in the
exercise of its discretion in a reasonable manner. 
 “EU Bail-In Legislation
Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time. 

“FCEP” shall mean FCEP Delaware LLC, a Delaware limited liability company, and shall extend to all permitted
successors and assigns of such Person. 
 “FSCO” shall mean The Financial Services Commission of Ontario or
like body in Canada or in any other province or territory or jurisdiction of Canada with whom a Canadian Pension Plan is required to be registered in accordance with Applicable Law and any other Governmental Body succeeding to the functions thereof.

 “Insolvency Laws” shall mean the Bankruptcy and Insolvency Act (Canada), the
Companies’ Creditors Arrangement Act (Canada), the Winding Up and Restructuring Act (Canada) and any applicable governing corporate statute providing for arrangements, each as now and heareafter in effect, any successor statutes, and any other
applicable bankruptcy laws including any Applicable Laws permitting a debtor to obtain a stay of proceedings or a reorganization or arrangement or a compromise of its debts. 

  
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 “PPSA” shall mean the Personal Property Security Act (Ontario),
or any other applicable Canadian federal or provincial statute pertaining to the granting, perfecting, priority or ranking of security interests, liens, hypothecs on personal property, and any successor statutes, together with any regulations
thereunder, in each case as in effect from time to time. References to sections of the PPSA shall be construed to also refer to any successor sections. 

“Priority Payables” shall mean (a) the full amount of the obligations, liabilities or indebtedness
of ASW which (i) has a trust, deemed trust or statutory lien imposed to provide for payment or a Lien, choate or inchoate, ranking or capable of ranking senior to or pari passu with Liens securing the Canadian Obligations on any
Collateral under any Applicable Law or (ii) have a right imposed to provide for payment ranking or capable of ranking senior to or pari passu with the Canadian Obligations under any Applicable Law, including, but not limited to, claims
for unremitted and/or accelerated rents, utilities, taxes (including sales taxes and goods and services taxes and harmonized sales taxes and withholding taxes), amounts payable to an insolvency administrator, wages, employee withholdings or
deductions and vacation pay, severance and termination pay, including pursuant to the Wage Earner Protection Program Act (Canada), government royalties and pension fund obligations (including any amounts representing any unfunded liability, solvency
deficiency or wind-up deficiency with respect to a Canadian Pension Plan) and (b) the the amount equal to the aggregate value of the right of a supplier to repossess goods pursuant to
Section 81.1 of the Bankruptcy and Insolvency Act (Canada) or any other Applicable Laws granting revendication or similar rights to unpaid suppliers or any similar laws of Canada or any other applicable jurisdiction. 

“Specified Canadian Pension Plan” means any Canadian Pension Plan which contains a “defined benefit
provision”, as defined in subsection 147.1(1) of the Income Tax Act (Canada). 
 “Second Amendment Closing
Date” shall mean March 2, 2017. 
 “Write-Down and Conversion Powers” means, 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. 

  
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 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: 
 “Advance Rates” shall
have the meaning set forth in Section 2.1(a)(D)(y)(ii) hereof. 
 “Akers” shall have the meaning set forth
in the preamble to this Agreement and shall extend to all permitted successors and assigns of any such Person. 

“Akers Sweden” shall mean have the meaning set forth in the preamble to this Agreement and shall extend to all
permitted successors and assigns of any such Person. 
 “Anti-Terrorism Laws” shall mean any Laws relating
to terrorism, trade sanctions programs and embargoes, import/export licensing, money laundering or bribery, and any regulation, order, or directive promulgated, issued or enforced pursuant to such Laws, all as amended, supplemented or replaced from
time to time (including, without limitation, any Canadian Anti-Money Laundering & Anti-Terrorism Legislation). 

“Applicable Law” shall mean all laws, rules and regulations applicable to the Person, conduct, transaction,
covenant, Other Document or contract in question, including all applicable common law and equitable principles, all provisions of all applicable state, provincial (which shall be deemed to include territories), federal and foreign constitutions,
statutes, rules, regulations, treaties, directives and orders of any Governmental Body, and all orders, judgments and decrees of all courts and arbitrators. 

“ASW” shall mean ASW Steel Inc., an Ontario corporation. 

“Business Day” shall mean any day other than Saturday or Sunday or a legal holiday on which commercial banks
are authorized or required by law to be closed for business in Pittsburgh, Pennsylvania or the Province of Ontario, Canada in respect of ASW and any Canadian Dollar Denominated Advances and, if the applicable Business Day relates to any LIBOR Rate
Loans, such day must also be a day on which dealings are carried on in the London interbank market. 
 “Cash
Management Products and Services” shall mean agreements or other arrangements under which Agent or any Lender or any Affiliate of Agent or a Lender provides or arranges for or provides an indemnity or guarantee in respect of the provision
of any of the following products or services to any Loan Party: (a) credit cards; (b) credit card processing services; (c) debit 

  
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cards and stored value cards; (d) commercial cards; (e) ACH transactions; and (f) cash management and treasury management services and products, including without limitation
controlled disbursement accounts or services, lockboxes, blocked accounts, automated clearinghouse transactions, overdrafts, interstate depository network services. The indebtedness, obligations and liabilities of any Loan Party to the provider of
any Cash Management Products and Services (including all obligations and liabilities owing to such provider in respect of any returned items deposited with such provider) (the “Cash Management Liabilities”) shall be “Obligations”
hereunder, guaranteed obligations under the Guaranty and secured obligations under any Guarantor Security Agreement, as applicable, and otherwise treated as Obligations for purposes of each of the Other Documents. 

“Collateral” shall mean and include the collateral under the Canadian Security Documents, the UK Security
Documents, the Swedish Security Documents and all right, title and interest of each Loan Party (other than ASW, the UK Borrower, Davy Roll or the Swedish Borrowers) in all of the following property and assets of such Loan Party (other than ASW, the
UK Borrower, Davy Roll or the Swedish Borrowers), in each case whether now existing or hereafter arising or created and whether now owned or hereafter acquired and wherever located: 

(a)    all Receivables and all supporting obligations relating thereto; 

(b)    all equipment and fixtures; 

(c)    all general intangibles (including all payment intangibles and all software) and all supporting
obligations related thereto; 
 (d)    all Inventory; 

(e)    all Subsidiary Stock, securities, investment property, and financial assets; 

(f)    all contract rights, rights of payment which have been earned under a contract rights, chattel paper
(including electronic chattel paper and tangible chattel paper), commercial tort claims (whether now existing or hereafter arising); documents (including all warehouse receipts and bills of lading), deposit accounts, goods, instruments (including
promissory notes), letters of credit (whether or not the respective letter of credit is evidenced by a writing) and letter-of-credit rights, cash, certificates of
deposit, insurance proceeds (including hazard, flood and credit 

  
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insurance), security agreements, eminent domain proceeds, condemnation proceeds, tort claim proceeds and all supporting obligations; 

(g)    all ledger sheets, ledger cards, files, correspondence, records, books of account, business papers,
computers, computer software (owned by any Loan Party (other than ASW, the UK Borrower, Davy Roll or the Swedish Borrowers) or in which it has an interest), computer programs, tapes, disks and documents, including all of such property relating to
the property described in clauses (a) through (h) of this definition; 
 (h)    all proceeds and
products of the property described in clauses (a) through (i) of this definition, in whatever form. It is the intention of the parties that if Agent shall fail to have a perfected Lien in any particular property or assets of any Loan Party
(other than ASW, the UK Borrower, Davy Roll or the Swedish Borrowers) for any reason whatsoever, but the provisions of this Agreement and/or of the Other Documents, together with all financing statements and other public filings relating to Liens
filed or recorded by Agent against Loan Parties (other than ASW, the UK Borrower, Davy Roll or the Swedish Borrowers), would be sufficient to create a perfected Lien in any property or assets that such Loan Party (other than ASW, the UK Borrower,
Davy Roll or the Swedish Borrowers) may receive upon the sale, lease, license, exchange, transfer or disposition of such particular property or assets, then all such “proceeds” of such particular property or assets shall be included in the
Collateral as original collateral that is the subject of a direct and original grant of a security interest as provided for herein and in the Other Documents (and not merely as proceeds (as defined in Article 9 of the Uniform Commercial Code) in
which a security interest is created or arises solely pursuant to Section 9-315 of the Uniform Commercial Code); and 

(i)    any cash collateral referred to in the definition of Cash Collateralize or in Section 3.2(b) hereof.

 Notwithstanding the foregoing, Collateral shall not include any Excluded Property. 

“Defaulting Lender” shall mean any Lender that: (a) has failed, within two (2) Business Days of the
date required to be funded or paid, to (i) fund any portion of its Revolving Commitment Percentage of Advances, (ii) if applicable, fund any portion of its Participation Commitment in Letters of Credit or Swing Loans or (iii) pay over
to Agent, Issuer, Swing Loan Lender or any Lender any other amount required to be paid by it 

  
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hereunder, unless, in the case of clause (i) above, such Lender notifies Agent in writing that such failure is the result of such Lender’s good faith determination that a condition
precedent to funding (specifically identified and including a particular Default or Event of Default, if any) has not been satisfied; (b) has notified Borrowers or Agent in writing, or has made a public statement to the effect, that it does not
intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent
(specifically identified and including a particular Default or Event of Default, if any) to funding a loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit; (c) has failed,
within two (2) Business Days after request by Agent, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such
obligations) to fund prospective Advances and, if applicable, participations in then outstanding Letters of Credit and Swing Loans under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause
(c) upon Agent’s receipt of such certification in form and substance satisfactory to the Agent; (d) has become the subject of (i) an Insolvency Event or (ii) a Bail-In Action; or
(e) has failed at any time to comply with the provisions of Section 2.6(e) with respect to purchasing participations from the other Lenders, whereby such Lender’s share of any payment received, whether by setoff or otherwise, is in excess
of its pro rata share of such payments due and payable to all of the Lenders. 
 “EBITDA” shall mean, for
any period, the sum of (a) net income (or loss) for such period (excluding extraordinary gains and extraordinary losses), plus (b) all interest expense for such period, plus (c) all charges against income for such period
for federal, state, provincial (which shall be deemed to include territories) and local taxes, plus (d) depreciation expenses for such period, plus (e) amortization expenses for such period, plus (f) fees, costs
and expenses directly incurred in connection with and paid within sixty (60) days after the closing of any applicable Permitted Acquisition to the extent expensed but not capitalized during such period in an aggregate amount not to exceed Five
Million and 00/100 Dollars ($5,000,000.00) for any such period, plus (g) solely with respect to any applicable Permitted Acquisition where the purchase price payable in connection therewith may be increased as a result of a mark-to-market adjustment in the share value of Ampco-Pitt Corp., an amount equal to the increase (but in no event any decrease) in the applicable purchase price payable by
Ampco-Pitt Corp. or any other applicable Loan Party, as 

  
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applicable, as a result of such mark-to-market adjustment (with each calculation of any such increase to be
determined on terms and conditions and evidenced in form and substance reasonably acceptable to the Agent) to the extent such increase amount has been deducted in the determination of net income for such period, plus (h) any non-cash losses or non-cash net loss impairment reflected in net income as a result of inclusion of the proportionate share of financial results of: (1) Union Electric
Steel MG Roll Company Limited, an entity existing under the laws of the Peoples’ Republic of China; and/or (2) Shani Akers TISCO Roll Co. Ltd., Taiyan, an entity existing under the laws of the Peoples’ Republic of China, in each case,
in the determination of net income, plus (i) the non-cash effects of inclusion of purchase accounting in connection with Permitted Acquisitions, plus (j) restructuring expenses and integration
costs in connection with and paid within three hundred sixty-five (365) days of the closing of any applicable Permitted Acquisition to the extent expensed but not capitalized during such period in an aggregate amount not to exceed Five Million
and 00/100 Dollars ($5,000,000.00) in any fiscal year, plus (k) pension and other post-retirement benefit expense to the extent expensed but not capitalized during such period, plus
(l) non-cash asbestos-related charges and credits to the extent expensed but not capitalized during such period, plus (m) debt-related financing costs to the extent expensed but not
capitalized during such period in an aggregate amount not to exceed Five Hundred Thousand and 00/100 Dollars ($500,000.00) for such period, plus (n) non-cash charges to intangible assets, non-cash impairments of plant, property and equipment and impairment of goodwill, in each case for the Loan Parties and their Subsidiaries on a consolidated basis in accordance with GAAP. 

“Eligible Customs Broker” shall mean a customs broker that has its principal assets and place of business in
the United States or Canada and which is acceptable to Agent and with which Agent has entered into a freight forwarder agreement, in form and substance acceptable to the Agent. 

“Eligible Swedish Insured Foreign Receivable or Receivables” shall mean Receivables of the Swedish Borrowers
that meet the requirements of Eligible Swedish Receivables, except clause (f) of such definition, provided that such Receivable is credit insured (the insurance carrier, amount and terms of such insurance shall be reasonably acceptable to Agent
and shall name Agent as beneficiary or loss payee, as applicable). 
 “Eligible Swedish Inventory” shall
mean and include Inventory of Swedish Borrowers, valued at the lower of cost or market value, determined on a first-in-first-out
basis, which is not, 

  
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in Agent’s opinion, obsolete, slow moving or unmerchantable and which Agent, in its Permitted Discretion, shall not deem ineligible Inventory, based on such considerations as Agent may from
time to time deem appropriate including whether the Inventory is subject to a perfected, first priority security interest in favor of Agent and no other Lien (other than a Permitted Encumbrance). In addition, Inventory shall not be Eligible Swedish
Inventory if it: (a) does not conform to all standards imposed by any Governmental Body which has regulatory authority over such goods or the use or sale thereof; (b) is in-transit within Sweden
unless such Inventory is in transit from a Swedish location owned by a Borrower or a Swedish location identified on Schedule 4.4 (as such Schedule may be updated from time to time) to a Swedish location owned by a Borrower or a Swedish
location identified on Schedule 4.4 (as such Schedule may be updated from time to time) or is located at a third party processor located in Sweden and where such third party processor has executed in favor of Agent a Lien Waiver Agreement (or
Agent shall agree otherwise in its sole discretion after establishing reserves against the Swedish Formula Amount with respect thereto as Agent shall deem appropriate in its sole discretion); (c) is located outside Sweden or at a location that is
not otherwise in compliance with this Agreement unless such Inventory is in transit from a Swedish location owned by a Borrower or a Swedish location identified on Schedule 4.4 (as such Schedule may be updated from time to time) to a third
party processor located in the United States and where such third party processor has executed in favor of Agent a Lien Waiver Agreement (or Agent shall agree otherwise in its sole discretion after establishing reserves against the Swedish Formula
Amount with respect thereto as Agent shall deem appropriate in its sole discretion) and then only to the extent that: (i) Agent has received assurances satisfactory to it that all of the original Documents evidencing such Inventory (all of
which Documents shall be Negotiable Documents) have been issued by the applicable carrier and have been forwarded to an Eligible Customs Broker (and, if such Documents are not actually received by an Eligible Customs Broker within ten (10) days
after the sending thereof, such Inventory shall thereupon cease to be Eligible Swedish Inventory), or, if required by Agent in the exercise of its sole discretion, all of such original Documents are in the possession, in the United States, of Agent
or an Eligible Customs Broker (as specified by Agent); (ii) such Inventory is fully insured by marine cargo or other similar insurance, in such amounts, with such insurance companies and subject to such deductibles as are satisfactory to Agent
and in respect of which Agent has been named as lender loss payee; and (iii) Agent has received an executed freight forwarder agreement with respect to such Inventory from an Eligible Customs Broker; (d) constitutes Consigned Inventory
unless a 

  
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waiver has been obtained from the holder of such Inventory (other than Consigned Inventory not in excess of the Dollar Equivalent amount of (A) Five Hundred Thousand and 00/100 Dollars
($500,000.00) in any one location at any one point and (B) One Million and 00/100 Dollars in the aggregate in all locations at any one point); (e) is the subject of an Intellectual Property Claim; (f) is subject to a License Agreement that
limits, conditions or restricts the applicable Swedish Borrower’s or Agent’s right to sell or otherwise dispose of such Inventory, unless Agent is a party to a Licensor/Agent Agreement with the Licensor under such License Agreement (or
Agent shall agree otherwise in its sole discretion after establishing reserves against the Swedish Formula Amount with respect thereto as Agent shall deem appropriate in its sole discretion); (g) is situated at a location not owned by a Swedish
Borrower unless the owner or occupier of such location has executed in favor of Agent a Lien Waiver Agreement (or Agent shall agree otherwise in its sole discretion after establishing reserves against the Swedish Formula Amount with respect thereto
as Agent shall deem appropriate in its sole discretion); or (h) or if the sale of such Inventory would result in an ineligible Receivable. 

“Eligible Swedish Receivables” shall mean and include, each Receivable of a Swedish Borrower arising in the
Ordinary Course of Business and which Agent, in its sole credit judgment, shall deem to be an Eligible Swedish Receivable, based on such considerations as Agent may from time to time deem appropriate. A Receivable shall not be deemed eligible unless
such Receivable is subject to Agent’s first priority perfected security interest and no other Lien (other than Permitted Encumbrances), and is evidenced by an invoice or other documentary evidence satisfactory to Agent. In addition, no
Receivable shall be an Eligible Swedish Receivable if: 
 (a)    it arises out of a sale made by a
Swedish Borrower to an Affiliate of any Borrower or to a Person controlled by an Affiliate of any Borrower; 

(b)    it is due or unpaid more than ninety (90) days after the original invoice date or sixty
(60) days after the original due date; provided, however, Receivables that, but for compliance with this subsection (b), are otherwise Eligible Swedish Receivables, due and payable by Designated Customers and not due or unpaid more than one
hundred twenty (120) days after the original invoice date or sixty (60) days after the original due date shall be deemed to be Eligible Swedish Receivables to the extent that the Dollar Equivalent amount of any such Receivables, together
with the Dollar Equivalent amount of any Receivables comprising Eligible UK Receivables under subpart (b) of the 

  
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definition thereof, does not exceed Two Million Five Hundred Thousand and 00/100 Dollars ($2,500,000.00), singularly or in the aggregate, at any time; 

(c)    fifty percent (50%) or more of the Receivables from such Customer are not deemed Eligible Swedish
Receivables hereunder; 
 (d)    any covenant, representation or warranty contained in this Agreement
with respect to such Receivable has been breached; 
 (e)    an Insolvency Event shall have occurred with
respect to such Customer; 
 (f)    the sale is to a Customer outside Sweden, unless the sale is on
letter of credit, guaranty or acceptance terms, in each case acceptable to Agent in its sole discretion; provided, however, Receivables that, but for compliance with this subsection (f), are otherwise Eligible Swedish Receivables, due and payable by
Designated Customers or Eligible Swedish Insured Foreign Receivables shall be deemed to be Eligible Swedish Receivables to the extent that the Dollar Equivalent amount of any such Receivables, together with the Dollar Equivalent amount of any
Receivables comprising Eligible UK Receivables under subpart (f) of the definition thereof, does not exceed Five Million and 00/100 Dollars ($5,000,000.00), singularly or in the aggregate, at any time; 

(g)    the invoice or other documentary evidence with respect to such Receivable does not contain a notice
and direction to the applicable Customer in form and substance sufficient to cause the Agent’s fixed charge security interest to be perfected against such Receivable; 

(h)    Agent believes, in its sole judgment, that collection of such Receivable is insecure or that such
Receivable may not be paid by reason of the Customer’s financial inability to pay; 

(i)    Intentionally deleted; 

(j)    the goods giving rise to such Receivable have not been delivered to and accepted by the Customer or
the services giving rise to such Receivable have not been performed by a Swedish Borrower and accepted by the Customer or the Receivable otherwise does not represent a final sale; 

  
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 (k)    the Receivables of the Customer exceed a credit limit
determined by Agent, in its sole discretion, to the extent such Receivable exceeds such limit; 

(l)    the Receivable is subject to any offset, deduction, defense, dispute, credits or counterclaim (but
such Receivable shall only be ineligible to the extent of such offset, deduction, defense or counterclaim), the Customer is also a creditor or supplier of a Borrower or the Receivable is contingent in any respect or for any reason; 

(m)    a Swedish Borrower has made any agreement with any Customer for any deduction therefrom, except for
discounts or allowances made in the Ordinary Course of Business for prompt payment, all of which discounts or allowances are reflected in the calculation of the face value of each respective invoice related thereto; 

(n)    any return, rejection or repossession of the merchandise has occurred or the rendition of services
has been disputed; 
 (o)    such Receivable is not payable to a Swedish Borrower; or 

(p)    such Receivable is not otherwise satisfactory to Agent as determined in good faith by Agent in the
exercise of its discretion in a reasonable manner. 
 “Environmental Laws” shall mean all federal, state,
local, provincial (which shall be deemed to include territories), country or international environmental, land use, zoning, health, chemical use, safety and sanitation laws, statutes, ordinances and codes as well as common laws, relating to the
protection of the environment, human health and/or governing the use, storage, treatment, generation, transportation, processing, handling, production or disposal of Hazardous Materials and the rules, regulations, policies, guidelines,
interpretations, decisions, orders and directives of federal, state, provincial (which shall be deemed to include territories), international and local governmental agencies and authorities with respect thereto 

“Equity Interests” shall mean, with respect to any Person, any and all shares, rights to purchase, options,
warrants, general, limited or limited liability partnership interests, member interests, participation or other equivalents of or interest in (regardless of how designated) equity of such Person, whether voting or nonvoting, including common stock,
preferred stock, convertible 

  
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securities or any other “equity security” (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the SEC
under the Exchange Act), including in each case all of the following rights relating to such Equity Interests, whether arising under the Organizational Documents of the Person issuing such Equity Interests (the “issuer”) or under the
applicable laws of such issuer’s jurisdiction of organization relating to the formation, existence and governance of corporations, limited liability companies, unlimited liability company, or partnerships or business trusts or other legal
entities, as the case may be: (i) all economic rights (including all rights to receive dividends and distributions) relating to such Equity Interests; (ii) all voting rights and rights to consent to any particular action(s) by the
applicable issuer; (iii) all management rights with respect to such issuer; (iv) in the case of any Equity Interests consisting of a general partner interest in a partnership, all powers and rights as a general partner with respect to the
management, operations and control of the business and affairs of the applicable issuer; (v) in the case of any Equity Interests consisting of the membership/limited liability company/unlimited liability company interests of a managing member
in a limited liability company or unlimited liability company, all powers and rights as a managing member with respect to the management, operations and control of the business and affairs of the applicable issuer; (vi) all rights to designate
or appoint or vote for or remove any officers, directors, manager(s), general partner(s) or managing member(s) of such issuer and/or any members of any board of members/managers/partners/directors that may at any time have any rights to manage and
direct the business and affairs of the applicable issuer under its Organizational Documents as in effect from time to time or under Applicable Law; (vii) all rights to amend the Organizational Documents of such issuer, (viii) in the case
of any Equity Interests in a partnership or limited liability company, the status of the holder of such Equity Interests as a “partner”, general or limited, or “member” (as applicable) under the applicable Organizational
Documents and/or Applicable Law; and (ix) all certificates evidencing such Equity Interests. 
 “European
Sublimit” shall mean a Dollar Equivalent amount equal to Fifteen Million and 00/100 Dollars ($15,000,000.00); provided that such amount may, at the option of the Borrowers, be increased proportionately with any increase in the Maximum
Revolving Advance Amount in accordance with Section 2.24 or decreased proportionately with any permanent reduction in the Maximum Revolving Advance Amount in accordance with Section 2.2(f). 

  
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 “Excluded Foreign Subsidiary” shall mean any Foreign Subsidiary
listed on Schedule 1.1(S)(2) (other than ASW, the UK Borrower, Davy Roll, the Swedish Borrowers and Akers Valji). 

“Existing Letters of Credit” shall mean the letters of credit issued under that certain Letter Agreement,
dated June 26, 2003, by and among Ampco-Pitt Corp., Aerofin Corporation, a Pennsylvania corporation, UES and PNC Bank, National Association, as the same may have been amended from time to time, with stated expiration dates beyond the Second
Amendment Closing Date, which letters of credit are set forth on Schedule 1.1 hereof. 
 “Fixed
Charges” shall mean, with respect to any fiscal period, the sum of interest expense, scheduled principal installments on Indebtedness, including capitalized lease obligations, amortization of availability under the Fixed Asset Advance
Amount, share repurchases, cash contributed to Plans and Canadian Pension Plans, cash paid with respect to pension and other post-retirement benefit expense, and cash paid (adjusted for insurance proceeds to the extent received for covered claims)
for any asbestos related liability, in each case for the Loan Parties and their Subsidiaries on a consolidated basis in accordance with GAAP. 

“Formula Amount” shall have the meaning set forth in Section 2.1(a)(D) hereof. 

“GAAP” shall mean generally accepted accounting principles in the United States of America and, solely with
respect to ASW, Canada, in effect from time to time. 
 “Governmental Body” shall mean any nation or
government, any state, province (which shall be deemed to include territories) or other political subdivision thereof or any entity, authority, agency, division or department exercising the executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to a government (including any supra-national bodies such as the European Union or the European Central Bank) and any group or body charged with setting financial accounting or regulatory capital
rules or standards (including, without limitation, the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing). 

“Guarantor” shall mean Ampco-Pitt Corp., Ampco Securities, Ampco Investments, Ampco UES, RollTech, Davy


  
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Roll, FCEP and any other Person who may hereafter guarantee payment or performance of the whole or any part of the Obligations and “Guarantors” means collectively all such
Persons 
 “Hazardous Wastes” shall mean all waste materials subject to regulation under RCRA Subtitle C,
the Canadian Environmental Assessment Act, the Environmental Protection Act (Ontario), Canadian Environmental Protection Act, and any other applicable Federal, state and provincial (which shall be deemed to include territories) laws now in force or
hereafter enacted relating to hazardous waste disposal 
 “Insolvency Event” shall mean, with respect to any
Person, including without limitation any Lender, such Person or such Person’s direct or indirect parent company (a) becomes the subject of a bankruptcy or insolvency proceeding (including any proceeding under Title 11 of the United States
Code, the Insolvency Action 1986, any Insolvency Laws or any other Applicable Law), or regulatory restrictions, (b) has had a receiver, receiver and manager, monitor, liquidator, conservator, trustee, administrator, custodian, assignee for the
benefit of creditors or similar Person charged with the reorganization or liquidation or arrangement of its business appointed for it or has called a meeting of its creditors, (c) admits in writing its inability, or be generally unable, to pay
its debts as they become due or cease operations of its present business, (d) with respect to a Lender, such Lender is unable to perform hereunder due to the application of Applicable Law, or (e) in the good faith determination of Agent,
has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment of a type described in clauses (a) or (b), provided that an Insolvency Event shall not result solely by
virtue of any ownership interest, or the acquisition of any ownership interest, in such Person or such Person’s direct or indirect parent company by a Governmental Body or instrumentality thereof if, and only if, such ownership interest does
not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Body or
instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person. 

“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 

  
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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 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 zero, such rate shall be deemed to be zero 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., 

  
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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 zero, such rate shall be deemed to be zero 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.

 (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 zero, such rate shall be deemed to be zero 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.


  
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 (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. 

“Lien” shall mean any mortgage, deed of trust, pledge, hypothecation, assignment, security interest,
lien/adverse right/adverse claim/deemed trust (whether statutory or otherwise), charge, claim or encumbrance, or preference, priority or other security agreement or preferential arrangement held or asserted in respect of any asset of any kind or
nature whatsoever including any conditional sale or other title retention agreement, any lease having substantially the same economic effect as any of the foregoing, and the filing of, or agreement to give, any financing statement under the Uniform
Commercial Code, the PPSA or comparable law of any jurisdiction, including, but not limited to any Applicable Law. 

“Optional Currency” shall mean any of the following currencies (i) Canadian Dollars, (ii) Pounds
Sterling, (iii) Euros, (iv) Swedish Krona and (v) any other currency approved by the Agent and all of the Lenders. 

“Other Documents” shall mean the Note, the Perfection Certificates, any Guaranty, any Pledge Agreement, any
Lender-Provided Interest Rate Hedge, any Lender-Provided Foreign Currency Hedge, the Canadian Security Documents, the UK Security Documents, the Swedish Security Documents and any and all other agreements, instruments and documents, including
intercreditor agreements, guaranties, pledges, powers of attorney, consents, interest or currency swap agreements or other similar agreements and all other writings heretofore, now or hereafter executed by any Borrower or any Guarantor and/or
delivered to Agent or any Lender in respect of the transactions contemplated by this Agreement, in each case together with all extensions, renewals, amendments, supplements, modifications, substitutions and replacements thereto and thereof. 

“Permitted Assignees” shall mean: (a) Agent, any Lender or any of their direct or indirect Affiliates;
(b) a federal or state chartered bank, a United States or Canadian branch of a Lender or a Canadian or United States branch of a foreign bank, an insurance company, or any finance company generally engaged in the business of making commercial
loans; (c) any fund that is administered or managed by Agent or any Lender, an Affiliate of Agent or any Lender or a related entity; and (d) any Person to whom Agent or any Lender assigns its rights and obligations under this Agreement as
part of an assignment and transfer of such Agent’s or Lender’s rights in and to a material portion of such Agent’s or Lender’s portfolio of asset-based credit facilities. 

  
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 “Person” shall mean any individual, sole proprietorship,
partnership, corporation, business trust, joint stock company, trust, unincorporated organization, association, limited liability company, unlimited liability company, limited liability partnership, institution, public benefit corporation, joint
venture, entity or Governmental Body (whether federal, state, provincial (which shall be deemed to include territories), county, city, municipal or otherwise, including any instrumentality, division, agency, body or department
thereof).”Pledge Agreement” shall mean, each of that certain: (i) Pledge Agreement, dated as of the Closing Date, made by Ampco-Pitt Corp. for the benefit of the Agent with respect to all of the issued and outstanding
membership interests of Ampco Securities and all of the issued and outstanding capital stock of ALS; (ii) Pledge Agreement, dated as of the Closing Date, made by Ampco Securities for the benefit of the Agent with respect to all of the issued
and outstanding capital stock of Ampco Investment and UES; (iii) Pledge Agreement, dated as of the Closing date, made by ALS for the benefit of the Agent with respect to sixty-five percent (65%) of the issued and outstanding capital stock of
Aerofin; (iv) Pledge Agreement, dated as of the Closing Date, made by Ampco UES for the benefit of the Agent with respect to all of the issued and outstanding capital stock of each of Rolltech and FCEP and sixty-five percent (65%) of the issued
and outstanding Equity Interests of ASW; (v) Pledge Agreement, dated as of the Closing Date, made by UES for the benefit of the Agent with respect to all of the issued and outstanding capital stock of Ampco UES, and all of the issued and
outstanding membership interests of Alloys; (vi) Pledge Agreement, dated as of the Closing Date, made by Rolltech for the benefit of the Agent with respect to all of the issued and outstanding capital stock of National Roll and (vii) any
other pledge agreements executed subsequent to the Closing Date by any other Person to secure the Obligations. 

“Swedish Availability Conditions” shall mean, singularly or collectively, as the context may require:
(i) Agent shall have received each of the executed Swedish Security Documents; (ii) Swedish Borrowers shall have opened the applicable Depository Accounts with Agent or Agent shall have received duly executed agreements establishing the
Blocked Accounts with financial institutions acceptable to Agent for the collection or servicing of the applicable Receivables of the Swedish Borrowers and proceeds of the applicable Collateral of the Swedish Borrowers, as applicable, and Agent
shall have entered into control agreements with the applicable financial institutions in form and substance satisfactory to Agent with respect to such Blocked Accounts; (iii) 

  
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Each document required by this Agreement, any Swedish Security Document, any related agreement or under law or reasonably requested by Agent to be filed, registered or recorded in order to
create, in favor of Agent, a perfected security interest in or lien upon the applicable Collateral of the Swedish Borrowers, as applicable, shall have been properly filed, registered or recorded in each jurisdiction in which the filing, registration
or recordation thereof is so required or requested, and Agent shall have received an acknowledgment copy, or other evidence satisfactory to it, of each such filing, registration or recordation and satisfactory evidence of the payment of any
necessary fee, tax or expense relating thereto; (iv) Agent shall have received the executed supplemental legal opinion of Wistrand Advokatbyrå with respect to the Swedish Borrowers which shall cover such matters incident to the
transactions contemplated by the Swedish Security Documents, and related agreements as Agent may reasonably require; (v) Agent shall have completed Collateral examinations and received appraisals, the results of which shall be satisfactory in
form and substance to Agent, of the Receivables, Inventory, General Intangibles and equipment of the Swedish Borrowers and all books and records in connection therewith; (vi) Agent shall have received any and all Consents reasonably necessary
to permit the effectuation of the transactions contemplated by the Swedish Security Documents; and, Agent shall have received such Consents and waivers of such third parties as might assert claims with respect to the applicable Collateral of the
Swedish Borrowers, as applicable, as Agent and its counsel shall deem necessary. 
 “Swedish Borrower” and
“Swedish Borrowers” shall have the meaning set forth in the preamble to this Agreement and shall extend to all permitted successors and assigns of any such Persons. 

“Swedish Letter of Credit” shall mean a Letter of Credit (other than any Letter of Credit issued under the US
Formula Amount) issued or caused to be issued for the account of a Swedish Borrower. 
 “Swedish
Obligations” shall mean all non-monetary Obligations of the Swedish Borrowers and all monetary Obligations of the Swedish Borrowers, under or in connection with Advances made by the Lenders or the
Agent to a Swedish Borrower or with respect to intercompany or other transfers in respect of which a Swedish Borrower otherwise acts as a borrower (including, without limitation, any Lender-Provided Foreign Currency Hedge and/or any Lender-Provided
Interest Rate Hedge), the amount of which monetary Obligations of the Swedish Borrowers shall be determined by methods reasonably satisfactory to the Agent, which shall include, without limitation, reference to


  
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the books and records relating to Advances made by Lenders or the Agent to a Swedish Borrower and the records of intercompany transfers made to and from a Swedish Borrower. 

“Swedish Security Documents” shall mean each of the (i) Pledge Agreement regarding Floating Charge
Certificates, granted by Akers Sweden to the Agent for the benefit of the Lenders; (ii) Pledge Agreement regarding Floating Charge Certificates, granted by Akers to the Agent for the benefit of the Lenders; (iii) Pledge Agreement regarding
Receivables, granted by Akers Sweden to the Agent for the benefit of the Lenders; (iv) Pledge Agreement regarding Receivables, granted by Akers to the Agent for the benefit of the Lenders; (v) Pledge Agreement regarding Accounts, granted
by Akers Sweden to the Agent for the benefit of the Lenders; and (vi) Pledge Agreement regarding Accounts, granted by Akers to the Agent for the benefit of the Lenders. 

“Swedish Swing Loans” shall mean Swing Loans made to a Swedish Borrower. 

“Toxic Substance” shall mean and include any material present on the Real Property (including the Leasehold
Interests) which has been shown to have significant adverse effect on human health or which is subject to regulation under the Toxic Substances Control Act (TSCA), 15 U.S.C. §§ 2601 et seq., applicable state or provincial (which shall be
deemed to include territories) law, or any other applicable Federal, state or provincial (which shall be deemed to include territories) laws now in force or hereafter enacted relating to toxic substances. “Toxic Substance” includes but is
not limited to asbestos, polychlorinated biphenyls (PCBs) and lead-based paints. 
 “UK Obligations” shall
mean all non-monetary Obligations of UK Borrower and Davy Roll and all monetary Obligations of UK Borrower and Davy Roll, under or in connection with Advances made by the Lenders or the Agent to the UK
Borrower or with respect to intercompany or other transfers in respect of which the UK Borrower otherwise acts as a borrower (including, without limitation, any Lender-Provided Foreign Currency Hedge and/or any Lender-Provided Interest Rate Hedge),
the amount of which monetary Obligations of UK Borrower and Davy Roll shall be determined by methods reasonably satisfactory to the Agent, which shall include, without limitation, reference to the books and records relating to Advances made by
Lenders or the Agent to the UK Borrower and the records of intercompany transfers made to and from UK Borrower and/or Davy Roll. 

  
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 “UK Security Documents” shall mean the Composite Guarantee and
Debenture granted by the UK Borrower and Davy Roll to the Agent for the benefit of the Lenders. 
 5.    Section 1.3 of
the Credit Agreement is hereby amended by inserting as a new sentence at the end of such Section the following: 
 In addition, without
limiting the foregoing, the terms “accounts”, “chattel paper”, “goods”, “instruments”, “intangibles”, “proceeds”, “securities”, “investment property”, “document of
title”, “inventory” and “equipment”, as and when used in the description of Collateral located in Canada shall have the meanings given to such terms in the PPSA. In this Agreement, (i) any term defined in this Agreement
by reference to the Uniform Commercial Code shall also have any extended, alternative or analogous meaning given to such term in applicable Canadian personal property security and other laws (including, without limitation, the PPSA, the Bills of
Exchange Act (Canada) and the Depository Bills and Notes Act (Canada)), in all cases for the extension, preservation or betterment of the security and rights of the Agent, (ii) all references in this Agreement to “Article 8 of the Uniform
Commercial Code” shall be deemed to refer also to applicable Canadian securities transfer laws (including, without limitation, the Securities Transfer Act, (Ontario)), (iii) all references in this Agreement to the United States Copyright Office
or the United States Patent and Trademark Office shall be deemed to refer also to the Canadian Intellectual Property Office, (iv) all references in this Agreement to a financing statement, continuation statement, amendment or termination
statement shall be deemed to refer also to the analogous documents used under applicable Canadian personal property security laws, (v) all references to federal or state securities law of the United States shall be deemed to refer also to
analogous federal, provincial and territorial securities laws in Canada. 
 6.    Section 1.4 of the Credit Agreement is
hereby amended by inserting as a new sentence at the end of such Section the following: 
 It is hereby understood and agreed
that the definition and use of the term “Permitted Encumbrances” herein shall mean that such encumbrances are permitted to exist but shall in no way be interpreted to mean that such encumbrances are entitled to any priority over
Agent’s and Lenders’ security interests and Liens and Loan Parties hereby specifically and expressly acknowledge and agree that any such encumbrances not properly perfected under Applicable Law or those that do not have inherent priority
ranking under Applicable Law shall not be entitled to priority over Agent’s and Lenders’ security interests and Liens and that this Agreement is not intended and shall not confer any rights upon any Person whatsoever who is not a party to
this Agreement. 

  
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 7.    Section 1.6 of the Credit Agreement is hereby deleted in its entirety
and in its stead is inserted the following: 
 1.6.    Excess Resulting from Exchange Rate
Change. 
 If at any time following one or more fluctuations in the exchange rate of: (i) the Pound Sterling
against the Dollar, (a) the aggregate outstanding principal balance of Advances to the UK Borrower exceeds the European Sublimit or (b) the aggregate outstanding principal balance of Advances to the UK Borrower exceeds any other limit
based on Dollars set forth herein for such UK Obligations, the UK Borrower shall, immediately (y) make the necessary payments or repayments to reduce such UK Obligations to an amount necessary to eliminate such excess or (z) maintain or
cause to be maintained with the Agent deposits as continuing collateral security for the Obligations of the UK Borrower in an amount equal to or greater than the amount of such excess, such deposits to be maintained in such form and upon such terms
as are acceptable to the Agent; (ii) the Swedish Krona against the Dollar, (a) the aggregate outstanding principal balance of Advances to the Swedish Borrowers exceeds the European Sublimit or (b) the aggregate outstanding principal
balance of Advances to the Swedish Borrowers exceeds any other limit based on Dollars set forth herein for such Swedish Obligations, the Swedish Borrowers shall, immediately (y) make the necessary payments or repayments to reduce such Swedish
Obligations to an amount necessary to eliminate such excess or (z) maintain or cause to be maintained with the Agent deposits as continuing collateral security for the Obligations of the Swedish Borrowers in an amount equal to or greater than
the amount of such excess, such deposits to be maintained in such form and upon such terms as are acceptable to the Agent; and/or (iii) the Canadian Dollar against the Dollar, (a) the aggregate outstanding principal balance of Advances to
ASW exceeds the Canadian Sublimit or (b) the aggregate outstanding principal balance of Advances to ASW exceeds any other limit based on Dollars set forth herein for such Canadian Obligations, ASW shall, immediately (y) make the necessary
payments or repayments to reduce such Canadian Obligations to an amount necessary to eliminate such excess or (z) maintain or cause to be maintained with the Agent deposits as continuing collateral security for the Obligations of ASW in an
amount equal to or greater than the amount of such excess, such deposits to be maintained in such form and upon such terms as are acceptable to the Agent. Without in any way limiting the foregoing provisions, the Agent shall, weekly or more
frequently in the sole discretion of 

  
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the Agent, make the necessary exchange rate calculations to determine whether any such excess exists on such date and advise the Borrowers if such excess exists. 

8.    Section 2.1 of the Credit Agreement is hereby deleted in its entirety and in its stead is inserted the following:

 2.1.    Revolving Advances. 

(a)    Amount of Revolving Advances. 

(A)    Subject to the terms and conditions set forth in this Agreement specifically including Section
2.1(b), each Lender, severally and not jointly, will make Revolving Advances in Dollars to US Borrowers in aggregate amounts outstanding at any time equal to such Lender’s Revolving Commitment Percentage of the lesser of (x) the Maximum
Revolving Advance Amount, less the sum of the aggregate Dollar Equivalent of the outstanding amount of Pound Sterling Denominated Advances to the UK Borrower plus the aggregate Dollar Equivalent of the outstanding Swedish Krona
Denominated Advances to Swedish Borrowers plus the aggregate Dollar Equivalent of the outstanding Canadian Dollar Denominated Advances and Revolving Advances in Dollars to ASW, less the outstanding amount of US Swing Loans, less the
aggregate Maximum Undrawn Amount of all outstanding US Letters of Credit, UK Letters of Credit, Swedish Letters of Credit and Canadian Letters of Credit or (y) an amount equal to the sum of: 

(i)    the sum of (1) up to eighty-five percent (85%) (the “Domestic Receivables Advance
Rate”) of Eligible Domestic Receivables, other than Eligible Domestic Insured Foreign Receivables, plus (2) up to ninety percent (90%) (the “Domestic Insured Foreign Receivables Advance Rate”) of Eligible Domestic Insured
Foreign Receivables, plus 
 (ii)    the least of (A) up to seventy-five percent (75%) of
the value of the Eligible Domestic Inventory (the “Domestic Inventory Advance Rate”), (B) up to eighty-five percent (85%) of the appraised net orderly liquidation value of Eligible Domestic Inventory (as evidenced by an Inventory appraisal
satisfactory to Agent in its sole discretion exercised in good faith) (the “Domestic Inventory NOLV Advance Rate”), or (C) Forty Million and 00/100 Dollars ($40,000,000.00) in the aggregate at any one time, plus 

(iii)    the portion of the Fixed Asset Advance Amount attributable to the US Borrowers, minus 


  
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 (iv)    the aggregate Maximum Undrawn Amount of all
outstanding US Letters of Credit, minus 
 (v)    such reserves as Agent may reasonably deem
proper and necessary from time to time in its Permitted Discretion. 
 The amount derived from the sum of (x) Sections
2.1(a)(A)(y)(i), (ii) and (iii) minus Sections 2.1(a)(A)(y)(iv) and (v) at any time and from time to time shall be referred to as the “US Formula Amount”. 

(B)    Subject to the terms and conditions set forth in this Agreement specifically including Section
2.1(b), each Lender, severally and not jointly, will, on and after the UK Availability Date, make Revolving Advances in Pounds Sterling to the UK Borrower in aggregate amounts outstanding at any time equal to such Lender’s Revolving Commitment
Percentage of the lesser of (x) the European Sublimit, less the outstanding amount of UK Swing Loans and/or Swedish Swing Loans, as applicable, less the aggregate Maximum Undrawn Amount of all outstanding UK Letters of Credit
and/or Swedish Letters of Credit, as applicable or (y) an amount equal to the sum of: 
 (i)    the
sum of (1) up to eighty-five percent (85%) (the “UK Receivables Advance Rate”) of Eligible UK Receivables, other than Eligible UK Insured Foreign Receivables, plus (2) up to ninety percent (90%) (the “UK Insured
Foreign Receivables Advance Rate”) of Eligible UK Insured Foreign Receivables, plus 

(ii)    the least of (A) up to seventy-five percent (75%) of the value of the Eligible UK Inventory
(the “UK Inventory Advance Rate”), (B) up to eighty-five (85%) of the appraised net orderly liquidation value of Eligible UK Inventory (as evidenced by an Inventory appraisal satisfactory to Agent in its sole discretion exercised in good
faith) (the “UK Inventory NOLV Advance Rate”), or (C) the difference of (1) Ten Million and 00/100 Dollars ($10,000,000.00) minus (2) any amount borrowed by Swedish Borrowers under Section 2.1(a)(C)(y)(ii) in the aggregate
at any one time, plus 
 (iii)    the portion of the Fixed Asset Advance Amount attributable to
the UK Borrower, minus 
 (iv)    the aggregate Maximum Undrawn Amount of all outstanding UK
Letters of Credit and/or Swedish Swing Loans, as applicable, minus 

  
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 (v)    such reserves as Agent may reasonably deem proper and
necessary from time to time in its Permitted Discretion. 
 The amount derived from the sum of (x) Sections
2.1(a)(B)(y)(i), (ii) and (iii) minus Sections 2.1(a)(B)(y)(iv) and (v) at any time and from time to time shall be referred to as the “UK Formula Amount”. 

(C)    Subject to the terms and conditions set forth in this Agreement specifically including Section
2.1(b), each Lender, severally and not jointly, will, on and after the Swedish Availability Date, make Revolving Advances in Swedish Krona to Swedish Borrowers in aggregate amounts outstanding at any time equal to such Lender’s Revolving
Commitment Percentage of the lesser of (x) the European Sublimit, less the outstanding amount of UK Swing Loans and/or Swedish Swing Loans, as applicable, less the aggregate Maximum Undrawn Amount of all outstanding UK Letters of
Credit and/or Swedish Letters of Credit or (y) an amount equal to the sum of: 
 (i)    the sum of
(1) up to eighty-five percent (85%) (the “Swedish Receivables Advance Rate”) of Eligible Swedish Receivables, other than Eligible Swedish Insured Foreign Receivables, plus (2) up to ninety percent (90%) (the “Swedish
Insured Foreign Receivables Advance Rate”) of Eligible Swedish Insured Foreign Receivables, plus 

(ii)    the least of (A) up to seventy-five percent (75%) of the value of the Eligible Swedish
Inventory (the “Swedish Inventory Advance Rate”), (B) up to eighty-five (85%) of the appraised net orderly liquidation value of Eligible Swedish Inventory (as evidenced by an Inventory appraisal satisfactory to Agent in its sole discretion
exercised in good faith) (the “Swedish Inventory NOLV Advance Rate”), or (C) the difference of (1) Ten Million and 00/100 Dollars ($10,000,000.00) minus (2) any amount borrowed by the UK Borrower under Section
2.1(a)(B)(y)(ii) in the aggregate at any one time, plus 
 (iii)    the aggregate Maximum Undrawn
Amount of all outstanding UK Letters of Credit and/or Swedish Letters of Credit, as applicable, minus 

(iv)    such reserves as Agent may reasonably deem proper and necessary from time to time in its Permitted
Discretion (including, without limitation, in respect of Priority Payables). 

  
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 The amount derived from the sum of (x) Sections 2.1(a)(C)(y)(i) and
(ii) minus Sections 2.1(a)(C)(y)(iii) and (iv) at any time and from time to time shall be referred to as the “Swedish Formula Amount”. 

(D)    Subject to the terms and conditions set forth in this Agreement specifically including Section
2.1(b), each Lender, severally and not jointly, will, on and after the Second Amendment Closing Date, make Revolving Advances in Canadian Dollars and Dollars to ASW (at ASW’s option) in aggregate amounts outstanding at any time equal to such
Lender’s Revolving Commitment Percentage of the lesser of (x) the Canadian Sublimit, less the outstanding amount of Canadian Swing Loans less the aggregate Maximum Undrawn Amount of all outstanding Canadian Letters of Credit
or (y) an amount equal to the sum of: 
 (i)    up to eighty-five percent (85%) (the “Canadian
Receivables Advance Rate”) of Eligible Canadian Receivables, plus 
 (ii)    the least of
(A) up to seventy-five percent (75%) of the value of the Eligible Canadian Inventory (the “Canadian Inventory Advance Rate”), (B) up to eighty-five (85%) of the appraised net orderly liquidation value of Eligible Canadian Inventory
(as evidenced by an Inventory appraisal satisfactory to Agent in its sole discretion exercised in good faith) (the “Canadian Inventory NOLV Advance Rate”, together with the Domestic Receivables Advance Rate, the Domestic Insured Foreign
Receivables Advance Rate, the Domestic Inventory Advance Rate, Domestic Inventory NOLV Advance Rate, the UK Receivables Advance Rate, the UK Inventory Advance Rate, the UK Inventory NOLV Advance Rate, the Swedish Receivables Advance Rate, the
Swedish Insured Foreign Receivables Advance Rate, the Swedish Inventory Advance Rate, the Swedish Inventory NOLV Advance Rate, the Canadian Receivables Advance Rate and the Canadian Inventory Advance Rate, collectively, the “Advance
Rates”), or (C) the difference of (1) Ten Million and 00/100 Dollars ($10,000,000.00) minus (2) any amount borrowed by ASW under Section 2.1(a)(D)(y)(ii) in the aggregate at any one time, plus 

(iii)    the aggregate Maximum Undrawn Amount of all outstanding Canadian Letters of Credit, minus


  
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 (iv)    such reserves as Agent may reasonably deem proper
and necessary from time to time in its Permitted Discretion. 
 The amount derived from the sum of (x) Sections
2.1(a)(D)(y)(i) and (ii) minus Sections 2.1(a)(D)(y)(iii) and (iv) at any time and from time to time shall be referred to as the “Canadian Formula Amount”. The US Formula Amount, the UK Formula Amount, the Swedish Formula Amount
and the Canadian Formula Amount, collectively, shall be referred to as the “Formula Amount”. The maximum dollar amount of the Lenders’ commitment allocations will be based on the Maximum Revolving Advance Amount. 

(E)    (i) The Lenders’ aggregate obligations to make Revolving Advances pursuant to this Agreement
(whether pursuant to clause (A), (B), (C) or (D)) is limited to the Maximum Revolving Advance Amount and (ii) each individual Lender’s aggregate obligation to make Revolving Advances pursuant to this Agreement is limited to its Revolving
Commitment Amount. 
 (F)    The Revolving Advances shall be evidenced by one or more secured promissory
notes (collectively, the “Revolving Credit Notes”) substantially in the form attached hereto as Exhibit 2.1(a). Notwithstanding anything to the contrary contained in the foregoing or otherwise in this Agreement, the outstanding
aggregate principal amount of Swing Loans and the Revolving Advances at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding
Letters of Credit or (ii) the Formula Amount. 
 (b)    Discretionary Rights. The Advance
Rates may be increased or decreased by Agent at any time and from time to time in the exercise of its Permitted Discretion. Each Borrower consents to any such increases or decreases and acknowledges that decreasing the Advance Rates or increasing or
imposing reserves may limit or restrict Advances requested by Borrowing Agent. Prior to the occurrence of an Event of Default or Default, Agent shall give Borrowing Agent three (3) days’ prior written notice of its intention to decrease
the Advance Rates. The rights of Agent under this subsection are subject to the provisions of Section 16.2(b). 

  
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 9.    Clause (a) of Section 2.4 of the Credit Agreement is hereby
deleted in its entirety and in its stead is inserted the following: 
 (a)    Subject to the terms and
conditions set forth in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the
administration of this Agreement, Swing Loan Lender may, at its election and option made in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances (“Swing Loans”) available to US Borrowers, ASW, the
UK Borrower and Swedish Borrowers as provided for in this Section 2.4 at any time or from time to time after: (w) the date hereof with respect to the US Borrowers; (x) on and after the UK Availability Date with respect to the UK
Borrower; (y) on and after the Swedish Availability Date with respect to the Swedish Borrowers; and (z) on and after the Second Amendment Closing Date with respect to ASW, to, but not including, the expiration of the Term, in an aggregate
principal amount up to but not in excess of the Maximum Swing Loan Advance Amount, provided that the outstanding aggregate principal amount of Swing Loans and the Revolving Advances at any one time outstanding shall not exceed (i) in the case
of the US Borrowers, an amount equal to the lesser of (A) the Maximum Revolving Advance Amount, less the Maximum Undrawn Amount of all outstanding Letters of Credit, less the aggregate Dollar Equivalent of the outstanding amount of
Pound Sterling Denominated Advances to the UK Borrower, the Swedish Krona Denominated Advances to Swedish Borrowers and/or the Canadian Dollar Denominated Advances and Revolving Advances in Dollars to ASW or (B) the Formula Amount,
(ii) in the case of the UK Borrower, a Dollar Equivalent amount equal to the lesser of (A) the European Sublimit, less the Dollar Equivalent of the Maximum Undrawn Amount of all outstanding UK Letters of Credit and/or Swedish Letters of
Credit, as applicable or (B) the UK Formula Amount, (iii) in the case of the Swedish Borrowers, a Dollar Equivalent amount equal to the lesser of (A) the European Sublimit, less the Dollar Equivalent of the Maximum Undrawn Amount of
all outstanding UK Letters of Credit and/or Swedish Letters of Credit, as applicable or (B) the Swedish Formula Amount and (iv) in the case of ASW, a Dollar Equivalent amount equal to the lesser of (A) the Canadian Sublimit, less the
Dollar Equivalent of the Maximum Undrawn Amount of all outstanding Canadian Letters of Credit or (B) the Canadian Formula Amount. All US Swing Loans to the US Borrowers shall be in Dollars and shall be Domestic Rate Loans only. All UK Swing
Loans to the UK Borrower shall be in Pounds Sterling and shall be Domestic Rate Loans only. All Swedish Swing Loans to Swedish Borrowers shall be in Swedish Krona and shall be Domestic Rate Loans only.


  
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All Canadian Swing Loans to ASW shall be in Canadian Dollars or Dollars and shall be Domestic Rate Loans only. Borrowers may borrow (at the option and election of Swing Loan Lender), repay and
reborrow (at the option and election of Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured
promissory note (the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable at any time for any reason
whatsoever and the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans in the
future. 
 10.    Clause (b) of Section 2.6 of the Credit Agreement is hereby deleted in its entirety and in
its stead is inserted the following: 
 (b)    Promptly after receipt by Agent of a request or a deemed
request for a Revolving Advance pursuant to Section 2.2(a) and, with respect to Revolving Advances, to the extent Agent elects not to provide a Swing Loan or the making of a Swing Loan would result in the aggregate amount of all outstanding Swing
Loans exceeding the maximum amount permitted in Section 2.4(a), Agent shall notify Lenders holding the Revolving Commitments of its receipt of such request specifying the information provided by Borrowing Agent and the apportionment among Lenders of
the requested Revolving Advance as determined by Agent in accordance with the terms hereof. Each Lender shall remit the principal amount of each Revolving Advance to Agent such that Agent is able to, and Agent shall, to the extent the applicable
Lenders have made funds available to it for such purpose and subject to Section 8.2, fund such Revolving Advance to the US Borrowers in Dollars, to the UK Borrower in Pounds Sterling, to the Swedish Borrowers in Swedish Krona on and after the
Swedish Availability Date and to ASW in Canadian Dollars and Dollars on and after the Second Amendment Closing Date, as applicable, and immediately available funds at the Payment Office prior to the close of business, on the applicable borrowing
date; provided that if any applicable Lender fails to remit such funds to Agent in a timely manner, Agent may elect in its sole discretion to fund with its own funds the Revolving Advance of such Lender on such borrowing date, and such Lender
shall be subject to the repayment obligation in Section 2.6(c) hereof. 

  
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 11.    Section 2.7 of the Credit Agreement is hereby deleted in its entirety
and in its stead is inserted the following: 
 2.7.    Maximum Advances. 

The aggregate balance of Revolving Advances plus Swing Loans made to US Borrowers, the UK Borrower, Swedish Borrowers and ASW
outstanding at any time shall not exceed the lesser of (a) the Maximum Revolving Advance Amount less the aggregate Maximum Undrawn Amount of all issued and outstanding US Letters of Credit, UK Letters of Credit, Swedish Letters of Credit and
Canadian Letters of Credit or (b) the sum of the US Formula Amount plus (i) the lesser of (A) the European Sublimit or (B) the UK Formula Amount, (ii) the lesser of (A) the European Sublimit or (B) the Swedish
Formula Amount and (iii) the lesser of (A) the Canadian Sublimit or (B) the Canadian Formula Amount. 

12.    Section 2.9 of the Credit Agreement is hereby deleted in its entirety and in its stead is inserted the following:

 2.9.    Repayment of Excess Advances. 

If at any time the aggregate balance of outstanding Revolving Advances, Revolving Advances made to the UK Borrower, Revolving
Advances made to Swedish Borrowers, Revolving Advances made to ASW, Swing Loans, and/or Advances taken as a whole exceeds the maximum Dollar Equivalent amount of such type of Advances and/or Advances taken as a whole (as applicable) permitted
hereunder, such excess Advances shall be immediately due and payable without the necessity of any demand, at the Payment Office, whether or not a Default or an Event of Default has occurred. 

13.    Section 2.10 of the Credit Agreement is hereby deleted in its entirety and in its stead is inserted the following:

 2.10.    Statement of Account. 

Agent shall maintain, in accordance with its customary procedures, a separate sub-loan
account for the US Borrowers, the UK Borrower, the Swedish Borrowers and ASW and by applicable currency (collectively, the “Borrowers’ Account”) in the name of the US Borrowers, the UK Borrower, the Swedish Borrowers and ASW in which
shall be recorded the date and amount of each Advance made by Agent or Lenders and the date and amount of each payment in respect thereof; provided, however, the failure by Agent to record the date and amount of any Advance shall not adversely
affect Agent or any Lender. Each 

  
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month, Agent shall send to Borrowing Agent a statement showing the accounting for the Advances made, payments made or credited in respect thereof, and other transactions between Agent, Lenders
and Borrowers during such month. The monthly statements shall be deemed correct and binding upon Borrowers in the absence of manifest error and shall constitute an account stated between Lenders and Borrowers unless Agent receives a written
statement of Borrowers’ specific exceptions thereto within thirty (30) days after such statement is received by Borrowing Agent. The records of Agent with respect to Borrowers’ Account shall be conclusive evidence absent manifest
error of the amounts of Advances and other charges thereto and of payments applicable thereto. 
 14.    Clause
(a) of Section 2.11 of the Credit Agreement is hereby deleted in its entirety and in its stead is inserted the following: 

(a)    Subject to the terms and conditions hereof, on and after: (w) the Closing Date with respect to
the US Borrowers; (x) the UK Availability Date with respect to the UK Borrower; (y) the Swedish Availability Date with respect to the Swedish Borrowers; and (z) the Second Amendment Closing Date with respect to ASW, Issuer shall issue
or cause the issuance of letters of credit for the benefit of the Loan Parties and their Subsidiaries denominated in Dollars or Swedish Krona for the account of any US Borrower, Dollars, Pounds Sterling or other Optional Currency, if any, for the
account of the UK Borrower, Dollars, Swedish Krona or other Optional Currency, if any, for the account of a Swedish Borrower or Dollars, Canadian Dollars or other Optional Currency, if any, for the account of ASW (collectively, “Letters of
Credit”), except to the extent that the issuance thereof would then cause the sum of (i) the outstanding Revolving Advances plus (ii) the outstanding Swing Loans, plus (iii) the Maximum Undrawn Amount of all outstanding Letters
of Credit, plus (iv) the Maximum Undrawn Amount of the Letter of Credit to be issued to exceed the lesser of (x) the Maximum Revolving Advance Amount or (y) the Formula Amount (calculated without giving effect to the deductions
provided for in Section 2.1(a)(A)(y)((iv) in the US Formula Amount, Section 2.1(a)(B)(y)(iv) in the UK Formula Amount, Section 2.1(a)(C)(y)(iii) in the Swedish Formula Amount and Section 2.1(a)(D)(y)(iii) in the Canadian Formula Amount);
provided, further, however, that Issuer will not be required to issue or cause to be issued any Letters of Credit to the extent that the issuance of such Letters of Credit: (I) for the benefit of such UK Borrower would then cause the sum of the
Dollar Equivalent amount of (i) (A) the outstanding Pound Sterling Denominated Revolving Advances to the UK Borrower plus (ii) the outstanding UK Swing Loans to the UK Borrower, plus (iii) the Maximum Undrawn Amount of all
outstanding UK Letters of Credit to 

  
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exceed the UK Formula Amount (calculated without giving effect to the deductions provided for in 2.1(a)(B)(y)(iv) in the UK Formula Amount and (B) the sum of outstanding Pound Sterling
Denominated Revolving Advances to the UK Borrower and outstanding Swedish Krona Denominated Revolving Advances to a Swedish Borrower plus (ii) the sum of outstanding UK Swing Loans to the UK Borrower and outstanding Swedish Swing Loans to a
Swedish Borrower, plus (iii) the Maximum Undrawn Amount of all outstanding UK Letters of Credit and all outstanding Swedish Letters of Credit to exceed the European Sublimit; (II) for the benefit of a Swedish Borrower would then cause the
sum of the Dollar Equivalent amount of (i) (A) the outstanding Swedish Krona Denominated Revolving Advances to Swedish Borrowers plus (ii) the outstanding Swedish Swing Loans to Swedish Borrowers, plus (iii) the Maximum Undrawn Amount
of all outstanding Swedish Letters of Credit to exceed the Swedish Formula Amount (calculated without giving effect to the deductions provided for in 2.1(a)(C)(y)(iii) in the Swedish Formula Amount and (B) the sum of outstanding
Pound Sterling Denominated Revolving Advances to the UK Borrower and outstanding Swedish Krona Denominated Revolving Advances to Swedish Borrowers plus (ii) the sum of outstanding UK Swing Loans to the UK Borrower and outstanding Swedish
Swing Loans to Swedish Borrowers, plus (iii) the Maximum Undrawn Amount of all outstanding UK Letters of Credit and all outstanding Swedish Letters of Credit to exceed the European Sublimit or (III) for the benefit of ASW would then cause
the sum of the Dollar Equivalent amount of (i) (A) the outstanding Canadian Dollar Denominated Revolving Advances and Revolving Advances in Dollars to ASW plus (ii) the outstanding Canadian Swing Loans to ASW, plus (iii) the Maximum
Undrawn Amount of all outstanding Canadian Letters of Credit to exceed the Canadian Formula Amount (calculated without giving effect to the deductions provided for in 2.1(a)(D)(y)(iii) in the Canadian Formula Amount and (B) the sum of
outstanding Canadian Dollar Denominated Revolving Advances and Revolving Advances in Dollars to ASW plus (ii) the sum of outstanding Canadian Swing Loans to ASW, plus (iii) the Maximum Undrawn Amount of all outstanding Canadian Letters of
Credit to exceed the Canadian Sublimit. The Maximum Undrawn Amount of all outstanding Letters of Credit shall not exceed in the aggregate at any time the Letter of Credit Sublimit. All disbursements or payments related to Letters of Credit shall be
deemed to be Domestic Rate Loans consisting of Revolving Advances and shall bear interest at the Revolving Interest Rate for Domestic Rate Loans. Letters of Credit that have not been drawn upon shall not bear interest (but fees shall accrue in
respect of outstanding Letters of Credit as provided in Section 3.2 hereof). 

  
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 15.    Clause (b) of Section 2.13 of the Credit Agreement is hereby
deleted in its entirety and in its stead is inserted the following: 
 (b)    In connection with all
trade Letters of Credit issued or caused to be issued by Issuer under this Agreement, each Borrower hereby appoints Issuer, or its designee, as its attorney, with full power and authority if an Event of Default shall have occurred and be continuing:
(i) to sign and/or endorse such Borrower’s name upon any warehouse or other receipts, and acceptances; (ii) to sign such Borrower’s name on bills of lading; (iii) to clear Inventory through the United States of America
Customs Department, the Canada Border Services Agency, the HM Revenue and Customs Department of the United Kingdom or the Swedish Customs Administration, as applicable (the foregoing collectively, “Customs”), in the name of such Borrower
or Issuer or Issuer’s designee, and to sign and deliver to Customs officials powers of attorney in the name of such Borrower for such purpose; and (iv) to complete in such Borrower’s name or Issuer’s, or in the name of
Issuer’s designee, any order, sale or transaction, obtain the necessary documents in connection therewith, and collect the proceeds thereof. Neither Agent, Issuer nor their attorneys will be liable for any acts or omissions nor for any error of
judgment or mistakes of fact or law, except for Agent’s, Issuer’s or their respective attorney’s willful misconduct. This power, being coupled with an interest, is irrevocable as long as any Letters of Credit remain outstanding. 

16.    Section 2.26 of the Credit Agreement is hereby deleted in its entirety and in its stead is inserted the following:

 2.26.    Periodic Computations of Dollar Equivalent Amount of UK Letter of Credit
Obligations, Swedish Letter of Credit Obligations and Canadian Letter of Credit Obligations. 
 The Agent will
determine the Maximum Undrawn Amount of (i) proposed Letters of Credit to be denominated in an Optional Currency as of the requested date of issuance, as the case may be, and (ii) all outstanding obligations under Letters of Credit
denominated in an Optional Currency as of the last Business Day of each month, (each such date under clauses (i) and (ii), a “Computation Date”). 

17.    Section 3.5 of the Credit Agreement is hereby amended by inserting as a new sentence at the end of such Section the
following: 
 For purposes of the Interest Act (Canada): (i) whenever any interest or fee under this Agreement is calculated
on the basis of a period of time other than a calendar year, such rate used in such 

  
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calculation, when expressed as an annual rate, is equivalent to (x) such rate, multiplied by (y) the actual number of days in the calendar year in which the period for which such
interest or fee is calculated ends, and divided by (z) the number of days in such period of time; (ii) the principle of deemed reinvestment of interest shall not apply to any interest calculation under this Agreement; and (iii) the
rates of interest stipulated in this Agreement are intended to be nominal rates and not effective rates or yields. 

18.    Section 3.6 of the Credit Agreement is hereby deleted in its entirety and in its stead is inserted the following:

 3.6.    Maximum Charges. 

In no event whatsoever shall interest and other charges charged hereunder exceed the highest rate permissible under Applicable
Law. In the event interest and other charges as computed hereunder would otherwise exceed the highest rate permitted under Applicable Law: (i) the interest rates hereunder will be reduced to the maximum rate permitted under Applicable Law;
(ii) such excess amount shall be first applied to any unpaid principal balance owed by Borrowers; and (iii) if the then remaining excess amount is greater than the previously unpaid principal balance, Lenders shall promptly refund such
excess amount to Borrowers and the provisions hereof shall be deemed amended to provide for such permissible rate. If any provision of this Agreement or any Other Document would oblige any Loan Party to make any payment of interest or other amount
payable to the Agent or any Lender in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by the Agent or such Lender of “interest” at a “criminal rate” (as such terms are construed
under the Criminal Code (Canada)), then, notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited
by Applicable Law or so result in a receipt by Agent or such Lender of “interest” at a “criminal rate”, such adjustment to be effected, to the extent necessary (but only to the extent necessary), as follows: first, by reducing
the amount or rate of interest, and, thereafter, by reducing any fees, commissions, costs, expenses, premiums and other amounts required to be paid to the Agent or such affected Lender which would constitute interest for purposes of section 347 of
the Criminal Code (Canada). 
 19.    The last complete paragraph of Section 3.10 of the Credit Agreement is hereby
deleted in its entirety and in its stead is inserted the following: 

  
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 The foregoing provisions shall apply to all Loan Parties (with such changes as
the context may require for all such Loan Parties not formed or existing under the laws of the United States of America or a state thereof) other than the UK Borrower, Davy Roll and the Swedish Borrowers. The provisions of Schedule 3.10 shall
apply in respect of payments made by any of the UK Borrower, Davy Roll or any other Relevant Obligor (as defined in Schedule 3.10). 

20.    Section 4.2 of the Credit Agreement is hereby deleted in its entirety and in its stead is inserted the following:

 4.2    Perfection of Security Interest. 

Each Loan Party shall take all action that may be necessary or desirable, or that Agent may request, so as at all times to
maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited
to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) using commercially reasonable efforts to obtain Lien Waiver Agreements as Agent may reasonably request (it being understood that, in each case,
notwithstanding the use of or failure to use commercially reasonable efforts to obtain any such Lien Waiver Agreements, the failure to so obtain any such Lien Waiver Agreement shall entitle the Agent to institute an appropriate rent reserve as
determined in the Agent’s Permitted Discretion with respect to any such location (provided that the Loan Parties shall not be required to obtain Lien Waiver Agreements with respect to those locations of the Loan Parties identified on
Schedule 4.4 at which less than One Million and 00/100 Dollars ($1,000,000.00) of Collateral is located; and provided further, however, that the aggregate amount of Collateral at locations for which a Lien Waiver Agreement has not been
obtained shall not exceed Three Million and 00/100 Dollars ($3,000,000.00) in the aggregate at any time)), (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such
manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox, customs and freight agreements,
blocked account agreements and other custodial arrangements satisfactory to Agent, (v) to the fullest extent required under Applicable Law, ensuring that any applicable invoice or other documentary evidence with respect to any applicable
Receivable contains a notice and direction to the applicable Customer in form and substance sufficient to cause the 

  
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Agent’s first-priority security interest to be perfected against such Receivable, and (vi) executing and delivering financing statements, control agreements, instruments of pledge,
mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code,
the PPSA or other Applicable Law. By its signature hereto, each Loan Party hereby authorizes Agent to file against such Loan Party, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code, the PPSA or
other Applicable Law in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of Collateral as “all assets”
and/or “all personal property” of any Loan Party); provided, however, notwithstanding the foregoing, neither the UK Borrower nor Davy Roll shall be deemed to have made any such authorization hereunder or under any applicable Other Document
until the UK Availability Date. All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added
to the Obligations, or, at Agent’s option, shall be paid by Loan Parties to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand. 

21.    Clause (b) of Section 4.4 of the Credit Agreement is hereby deleted in its entirety and in its stead is
inserted the following: 
 (b)    (i) There is no location at which any Loan Party has any Inventory
(except for (1) Inventory in transit, (2) Inventory located at third-party suppliers or processors or at Loan Parties or Subsidiaries of Loan Parties in the Ordinary Course of Business, or (3) to the extent the book value of such
Inventory does not exceed Five Hundred Thousand and 00/100 Dollars ($500,000.00)) other than those locations listed on Schedule 4.4(b)(i); (ii) Schedule 4.4(b)(ii) hereto contains a correct and complete list, as of the
Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Loan Party is stored; none of the receipts received by any Loan Party from any warehouse states that the goods covered thereby are to be delivered to bearer
or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.4(b)(iii) hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Loan
Party and (B) the chief executive office of each Loan Party; and (iv) Schedule 4.4(b)(iv) hereto sets forth a correct and complete list as of the Closing Date of the location, by state or province and street address, of all
Real Property owned or leased 

  
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by each Loan Party, identifying which properties are owned and which are leased, together with the names and addresses of any landlords. 

22.    Clauses (d) through (f) of Section 4.8 of the Credit Agreement are hereby deleted in their entirety and
in their stead are inserted the following: 
 (d)    Upon the commencement of any applicable Trigger
Period (until any Loan Party’s authority to do so is terminated by Agent in accordance with the terms of this Agreement (which notice Agent may give at any time following the occurrence and during the continuance of an Event of Default or a
Default)), 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. During any applicable Trigger Period, 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 (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 Loan Parties acknowledge that, solely with respect to the Receivables of the UK Borrower and/or the Swedish Borrowers, as applicable, the Trigger Period shall be deemed
to have commenced and be continuing at all times and (i) 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 

  
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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 (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). 
 (e)    At any time following the occurrence and during the
continuance of an Event of Default or a Default, Agent shall have the right to send notice of the assignment of, and Agent’s security interest in and Lien on, the Receivables to any and all Customers or any third party holding or otherwise
concerned with any of the Collateral. Thereafter, during the continuance of an Event of Default, Agent shall have the sole right to collect the Receivables, take possession of the Collateral, or both. Agent’s actual collection expenses,
including, but not limited to, stationery and postage, telephone, facsimile, telegraph, secretarial and clerical expenses and the salaries of any collection personnel used for collection, may be charged to Borrowers’ Account and added to the
Obligations. Notwithstanding the foregoing provisions and regardless of whether an Event of Default or a Default shall have occurred and be continuing, each of the Loan Parties acknowledge that, solely with respect to the Receivables of the UK
Borrower and/or the Swedish Borrowers, as applicable, 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 (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 Agent shall have the sole right to collect the Receivables. 
 (f)    At any time following the
occurrence and during the continuance of an Event of Default or a Default, Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Loan Party any and all checks, drafts and other instruments for the payment
of money relating to the Receivables, and each Loan Party hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Notwithstanding the foregoing provisions and regardless of
whether an Event of Default or a Default shall have occurred and be continuing, each of the Loan Parties acknowledge that, solely with respect to the 

  
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Receivables of the UK Borrower and/or the Swedish Borrowers, as applicable, each of the UK Borrower and/or the Swedish Borrowers, as applicable, Agent shall have the sole right to receive,
endorse, assign and/or deliver in the name of Agent or any Loan Party any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Loan Party hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Loan Party hereby constitutes Agent or Agent’s designee as such Loan Party’s attorney with power (i) at any time after the occurrence and during the
continuance of an Event of Default or Default: (A) to endorse such Loan Party’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (B) to sign such Loan Party’s name on any
invoice or bill of lading relating to any of the Receivables, drafts against Customers, assignments and verifications of Receivables; (C) to send verifications of Receivables to any Customer; (D) to sign such Loan Party’s name on all
financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (E) to receive, open and dispose of all mail
addressed to any Loan Party at any post office box/lockbox maintained by Agent for Borrowers or at any other business premises of Agent; and (ii) at any time following the occurrence of a Default or an Event of Default: (A) to demand
payment of the Receivables; (B) to enforce payment of the Receivables by legal proceedings or otherwise; (C) to exercise all of such Loan Party’s rights and remedies with respect to the collection of the Receivables and any other
Collateral; (D) to sue upon or otherwise collect, extend the time of payment of, settle, adjust, compromise, extend or renew the Receivables; (E) to settle, adjust or compromise any legal proceedings brought to collect Receivables;
(F) to prepare, file and sign such Loan Party’s name on a proof of claim in bankruptcy or similar document against any Customer; (G) to prepare, file and sign such Loan Party’s name on any notice of Lien, assignment or
satisfaction of Lien or similar document in connection with the Receivables; (H) to accept the return of goods represented by any of the Receivables; (I) to change the address for delivery of mail addressed to any Loan Party to such
address as Agent may designate; and (J) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any
acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final
non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. 

  
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 23.    The last complete sentence of clause (h) of Section 4.8 of
the Credit Agreement is hereby deleted in its entirety and in its stead is inserted the following: 
 Each of the Loan
Parties acknowledge that, solely with respect to the Receivables of the UK Borrower and/or the Swedish Borrowers, as applicable, the Trigger Period shall be deemed to have commenced and be continuing at all times and 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. 

24.    Section 4.8 of the Credit Agreement is hereby amended by inserting as a new sentence at the end of such Section the
following: 
 Each Loan Party hereby expressly acknowledges, confirms, covenants and agrees that the cash management
arrangements contemplated herein are provided to Agent in order for it to manage and monitor its collateral security and is a contractual right granted to them and not pursuant to, or as an enforcement of, any security whatsoever, or as a proceeding
for the enforcement or recovery of a claim, that such cash management arrangements are critical to the structure of the lending arrangements contemplated herein and that they are relying on this acknowledgement, confirmation and agreement in respect
thereto in making accommodations of credit available and in particular that any accommodations of credit are being provided by them strictly on the basis of a borrowing base calculation to fully support and collateralize any such accommodations of
credit hereunder. 
 25.    The first (1st) paragraph of Article V
of the Credit Agreement is hereby deleted in its entirety and in its stead is inserted the following: 
 Each Loan Party
represents and warrants as follows (it being understood and agreed that all references in this Article V to Code, Controlled Group, Environmental Laws, ERISA, Federal Occupational Safety and Health Act, Internal Revenue Service, Multiemployer Plan,
Multiemployer Pension Plan Amendments Act of 1980, PBGC, Pension Benefit Plan, Plan, SEC or Termination Event, shall be deemed to be references to the jurisdictional equivalent thereof, if any, with respect to the UK Borrower, Davy Roll, the Swedish
Borrowers or ASW): 

  
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 26.    Clause (b) of Section 5.1 of the Credit Agreement is hereby
deleted in its entirety and in its stead is inserted the following: 
 (b)    The choice of governing law
provisions contained in this Agreement and each Other Document to which any of ASW, the UK Borrower, Davy Roll or the Swedish Borrowers is a party are enforceable in the jurisdictions where such Loan Party is organized or incorporated or any
Collateral of such Loan Party is located. Any judgment obtained in connection with this Agreement or any Other Document in the jurisdiction of the governing law of this Agreement or such Other Document will be recognized and be enforceable in the
jurisdictions where any of ASW, the UK Borrower, Davy Roll or the Swedish Borrowers is organized or any Collateral is located, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws
affecting creditors’ rights generally and subject to the matters which are set out as qualifications or reservations as to matters of law of general applicability in the legal opinions provided to the Secured Parties in accordance with Section
8.1(l). 
 27.    Clause (a) of Section 5.2 of the Credit Agreement is hereby deleted in its entirety and in
its stead is inserted the following: 
 (a)    Each Loan Party is duly incorporated or formed, as
applicable, and in good standing (or the equivalent status for ASW, the UK Borrower, Davy Roll or the Swedish Borrowers) under the laws of the state, province, country or jurisdiction listed on Schedule 5.2(a) and is
qualified to do business and is in good standing (or the equivalent status for ASW, the UK Borrower, Davy Roll or the Swedish Borrowers) in the states, provinces, countries or jurisdictions listed on Schedule 5.2(a) which constitute all
states, provinces, countries and/or jurisdictions in which qualification and good standing (or the equivalent status for ASW, the UK Borrower, Davy Roll or the Swedish Borrowers) are necessary for such Loan Party to conduct its business and own its
property and where the failure to so qualify could reasonably be expected to have a Material Adverse Effect. Each Loan Party has delivered to Agent true and complete copies of its Organizational Documents and will promptly notify Agent of any
amendment or changes thereto. 
 28.    Section 5.4 of the Credit Agreement is hereby deleted in its entirety and in its
stead is inserted the following: 
 5.4.    Tax Returns. 

Each Loan Party’s federal tax identification number, VAT registration number, Swedish entity organization number, Canadian
Revenue Agency business number or other equivalent unique identification number, as applicable, is set forth on 

  
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Schedule 5.4. Each Loan Party has filed all material federal, state, provincial and local tax returns (or the equivalent returns, if any, for ASW, the UK Borrower, Davy Roll or the Swedish
Borrowers) and other reports each is required by any Applicable Law to file and has paid all taxes, assessments, fees and other governmental charges that are due and payable. The provision for taxes on the books of each Loan Party is adequate for
all years not closed by applicable statutes, and for its current fiscal year, and no Loan Party has any knowledge of any deficiency or additional assessment in connection therewith not provided for on its books. 

29.    Section 5.8 of the Credit Agreement is hereby amended by inserting as new clauses (e) through (k) thereto, the
following: 
 (e)    No Loan Party nor any of its Subsidiaries maintains, sponsors, administers,
contributes to, participates in or has any liability in respect of any Specified Canadian Pension Plan, nor has any such Person ever maintained, sponsored, administered, contributed or participated in any Specified Canadian Pension Plan. 

(f)    The Canadian Pension Plans are duly registered under the Income Tax Act (Canada) and any other
Applicable Laws which require registration, have been administered in accordance with the Income Tax Act (Canada) and such other Applicable Law and no event has occurred which could cause the loss of such registered status. 

(g)    All obligations of the applicable Loan Parties and their Subsidiaries (including fiduciary, funding,
investment and administration obligations) required to be performed in connection with the Canadian Pension Plans and the funding agreements relating thereto have been performed on a timely basis. 

(h)    All contributions or premiums required to be made or paid by the applicable Loan Parties and their
Subsidiaries to the Canadian Pension Plans have been made on a timely basis in accordance with the terms of such plans and all Applicable Laws. 

(i)    No amendments have been made to any Canadian Pension Plan and no improvements to Canadian Pension
Plan have been promised and no amendments or improvements to any Canadian Pension Plan will be made or promised by the Loan Parties before the Second Amendment Closing Date. 

(j)     The Loan Parties have furnished to the Agent and the Lenders true, correct and complete copies of
all the Canadian Pension Plans as amended as of the Second Amendment Closing 

  
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Date together with all related documentation including funding agreements, actuarial reports, funding and financial information returns and statements, all professional opinions (whether or not
internally prepared) with respect to each Canadian Pension Plan, all material internal memoranda concerning the Canadian Pension Plans, copies of material correspondence with all regulatory authorities with respect to each Canadian Pension Plan and
plan summaries, booklets and personnel manuals. No material changes have occurred to the Canadian Pension Plans or are expected to occur which would affect the actuarial reports or financial statements required to be provided to the Agent and the
Lenders pursuant to Section 9.16(b) of this Agreement. 
 (k)    No Canadian Pension Plan provides
benefits to retired employees or to the beneficiaries or dependents of retired employees. 
 30.    The second (2nd) sentence of Section 5.24 of the Credit Agreement is hereby deleted in its entirety and in its stead is inserted: 

All of the Equity Interests of each Loan Party have been duly and validly authorized and issued and are fully paid and non-assessable and have been sold and delivered to the holders hereof in compliance with, or under valid exemption from, all federal and state or provincial laws and the rules and regulations of each Governmental
Body governing the sale and delivery of securities. 
 31.    The first
(1st) complete paragraph of Article VI of the Credit Agreement is hereby deleted in its entirety and in its stead is inserted the following: 

Each Loan Party shall, until payment in full of the Obligations and termination of this Agreement (it being understood and
agreed that all references, if any, in this Article VI to Code, Controlled Group, Environmental Laws, ERISA, Federal Occupational Safety and Health Act, Internal Revenue Service, Multiemployer Plan, Multiemployer Pension Plan Amendments Act of 1980,
PBGC, Pension Benefit Plan, Plan, or Termination Event, shall be deemed to be references to the jurisdictional equivalent thereof, if any, with respect to ASW, the UK Borrower, Davy Roll or the Swedish Borrowers): 

32.    Section 6.4 of the Credit Agreement is hereby deleted in its entirety and in its stead is inserted the following:

 6.4.    Payment of Taxes. 

Pay, when due, all taxes, assessments and other Charges lawfully levied or assessed upon such Loan Party or any of the
Collateral and all Priority Payables, including real and 

  
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personal property taxes, assessments and charges and all franchise, income, employment, social security benefits, withholding, and sales taxes except (a) to the extent any such tax,
assessment or other charge is the subject of a good faith dispute that is being diligently prosecuted and for which such Loan Party is maintaining adequate reserves therefore in accordance with GAAP and otherwise which does not result in any Lien
with any priority over the security interest of the Agent or (b) to the extent the failure to do so could not reasonably be expected to result in a Material Adverse Effect. If any tax by any Governmental Body is or may be imposed on or as a
result of any transaction between any Loan Party and Agent or any Lender which Agent or any Lender may be required to withhold or pay or if any taxes, assessments, or other Charges and all Priority Payables remain unpaid after the date fixed for
their payment, or if any claim shall be made which, in Agent’s or any Lender’s opinion, may possibly create a valid Lien on the Collateral, Agent may without notice to Loan Parties pay the taxes, assessments or other Charges and all
Priority Payables and each Loan Party hereby indemnifies and holds Agent and each Lender harmless in respect thereof. Agent will not pay any taxes, assessments or Charges to the extent that any applicable Loan Party has Properly Contested those
taxes, assessments or Charges. The amount of any payment by Agent under this Section 6.4 shall be charged to Borrowers’ Account as a Revolving Advance maintained as a Domestic Rate Loan and added to the Obligations and, until Borrowers
shall furnish Agent with an indemnity therefor (or supply Agent with evidence satisfactory to Agent that due provision for the payment thereof has been made), Agent may hold without interest any balance standing to Borrowers’ credit and Agent
shall retain its security interest in and Lien on any and all Collateral held by Agent. 
 33.    Section 6.13 of the
Credit Agreement is hereby deleted in its entirety and in its stead is inserted the following: 

6.13.    Government Receivables. 

Except as otherwise expressly set forth in this Agreement, to the extent that the Loan Parties desire to include such
Receivables in the Borrowing Base, take all steps necessary to protect Agent’s interest in the Collateral under, as applicable, the Federal Assignment of Claims Act, the Financial Administration Act, the Uniform Commercial Code, the PPSA and
all other applicable state or local statutes or ordinances and, with respect to such Receivables which the Loan Parties desire to include in the Borrowing Base, deliver to Agent appropriately endorsed, any instrument or chattel paper connected with
any Receivable arising out of any contract between any Loan Party and the United States, 

  
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any state or any department, agency or instrumentality of any of them or Her Majesty in right of Canada or any Provincial or local Governmental Body, or any ministry. 

34.    The first (1st) complete paragraph of Article VII of the
Credit Agreement is hereby deleted in its entirety and in its stead is inserted the following: 
 No Loan Party shall, until
satisfaction in full of the Obligations and termination of this Agreement (it being understood and agreed that all references, if any, in this Article VII to Code, Controlled Group, Environmental Laws, ERISA, Federal Occupational Safety and Health
Act, Internal Revenue Service, Multiemployer Plan, Multiemployer Pension Plan Amendments Act of 1980, PBGC, Pension Benefit Plan, Plan, or Termination Event, shall be deemed to be references to the jurisdictional equivalent thereof, if any, with
respect to ASW, the UK Borrower, Davy Roll or the Swedish Borrowers): 
 35.    Section 7.15 of the Credit Agreement is
hereby deleted in its entirety and in its stead is inserted the following: 
 7.15.    Amendment of
Organizational Documents. 
 (i) Change its legal name, (ii) change its form of legal entity (e.g., converting from
a corporation to a limited liability company or vice versa), (iii) change its jurisdiction of organization or become (or attempt or purport to become) organized in more than one jurisdiction or hold any Collateral in any new or additional Canadian
province or jurisdiction in addition to the Province of Ontario or the States of Pennsylvania and Texas, or (iv) otherwise amend, modify or waive any term or material provision of its Organizational Documents which would reasonably be expected
to adversely affect the rights of the Agent and the Lenders under the Loan Documents unless required by law, in any such case without (x) giving at least thirty (30) days prior written notice of such intended change to Agent,
(y) having received from Agent confirmation that Agent has taken all steps necessary for Agent to continue the perfection of and protect the enforceability and priority of its Liens in the Collateral belonging to such Loan Party and in the
Equity Interests of such Loan Party and (z) in any case under clause (iv), having received the prior written consent of Agent and Required Lenders to such amendment, modification or waiver. 

36.    Section 7.18 of the Credit Agreement is hereby deleted in its entirety and in its stead is inserted the following:


  
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 7.18    Canadian Pension Plans. 

No Loan Party nor any of its Subsidiaries shall (i) permit its unfunded pension fund obligations and liabilities under any
Canadian Pension Plan to remain unfunded other than in accordance with Applicable Law; or (ii) maintain, sponsor, administer, contribute to, participate in or assume or incur any liability in respect of any Specified Canadian Pension Plan, or
acquire an interest in any Person if such Person sponsors, administers, contributes to, participates in or has any liability in respect of, any Specified Canadian Pension Plan. For each existing, or hereafter adopted, Canadian Pension Plan, each
applicable Loan Party shall in a timely fashion comply with and perform in all material respects all of its obligations under and in respect of such Canadian Pension Plan and all applicable laws (including any fiduciary, funding, investment and
administration obligations). All employer or employee payments, contributions or premiums required to be remitted, paid to or in respect of each Canadian Pension Plan shall be paid or remitted by each applicable Loan Party in a timely fashion in
accordance with the terms thereof, any funding agreements and all Applicable Laws. 
 37.    The first (1st) complete paragraph of Article IX of the Credit Agreement is hereby deleted in its entirety and in its stead is inserted the following: 

Each Loan Party shall, or (except with respect to Section 9.11) shall cause Borrowing Agent on its behalf to, until
satisfaction in full of the Obligations and the termination of this Agreement (it being understood and agreed that all references, if any, in this Article VI to Code, Controlled Group, Environmental Laws, ERISA, Federal Occupational Safety and
Health Act, Internal Revenue Service, Multiemployer Plan, Multiemployer Pension Plan Amendments Act of 1980, PBGC, Pension Benefit Plan, Plan, SEC or Termination Event, shall be deemed to be references to the jurisdictional equivalent thereof, if
any, with respect to ASW, the UK Borrower, Davy Roll or the Swedish Borrowers): 
 38.    The first (1st) sentence of Section 9.2 of the Credit Agreement is hereby deleted in its entirety and in its stead is inserted the following: 

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. 

39.    Section 9.16 of the Credit Agreement is hereby deleted in its entirety and in its stead is inserted the following:


  
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 9.16.    ERISA Notices and Requests; Canadian Pension Plan
Reporting. 
 (a)    Furnish Agent with prompt written notice in the event that (i) any Loan
Party or any member of the Controlled Group knows or has reason to know that a Termination Event has occurred, together with a written statement describing such Termination Event and the action, if any, which such Loan Party or any member of the
Controlled Group has taken, is taking, or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, Department of Labor or PBGC with respect thereto, (ii) except for actions or
omissions correctable under EPCRS or VFCP and which could not reasonably be expected to result in a Material Adverse Effect any Loan Party or any member of the Controlled Group knows or has reason to know that a
non-exempt prohibited transaction (as defined in Sections 406 of ERISA and 4975 of the Code) has occurred together with a written statement describing such transaction and the action which such Loan Party or
any member of the Controlled Group has taken, is taking or proposes to take with respect thereto, (iii) a funding waiver request has been filed with respect to any Plan together with all communications received by any Loan Party or any member
of the Controlled Group with respect to such request, (iv) subject to the impacts of plan terminations and consolidations and the impact of labor contracts, any increase in the benefits of any existing Plan or the establishment of any new Plan
or the commencement of contributions to any Plan to which any Loan Party or any member of the Controlled Group was not previously contributing shall occur, (v) any Loan Party or any member of the Controlled Group shall receive from the PBGC a
notice of intention to terminate a Plan or to have a trustee appointed to administer a Plan, together with copies of each such notice, (vi) any Loan Party or any member of the Controlled Group shall receive any unfavorable determination letter
from the Internal Revenue Service revoking the qualified status of any Plan that is intended to be qualified under Section 401(a) of the Code, together with copies of each such letter or notice; (vii) any Loan Party or any member of the
Controlled Group shall receive a notice regarding the imposition of withdrawal liability, together with copies of each such notice; (viii) any Loan Party or any member of the Controlled Group shall fail to make a required installment or any
other required payment under the Code or ERISA on or before the due date for such installment or payment; or (ix) any Loan Party or any member of the Controlled Group has received written notice knows that (a) a Multiemployer Plan has been
terminated, (b) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, (c) the PBGC has instituted or will institute 

  
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proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan or (d) a Multiemployer Plan is subject to Section 432 of the Code or Section 305 of ERISA. 

(b)    Promptly after any Loan Party or any Subsidiary or any Affiliate knows or has reason to know of the
occurrence of (i) any violation or asserted violation of any Applicable Law (including any applicable provincial pension benefits legislation) in any material respect with respect to any Canadian Pension Plan or; (ii) any Canadian Pension
Termination Event, ASW will deliver to the Agent a certificate of a senior officer of ASW setting forth details as to such occurrence and the action, if any, that ASW, such Subsidiary or Affiliate is required or proposes to take, together with any
notices (required, proposed or otherwise) given to or filed with or by ASW, such Subsidiary, such Affiliate, FSCO, a Canadian Pension Plan participant (other than notices relating to an individual participant’s benefits) or the Canadian Pension
Plan administrator with respect thereto. 
 40.    Section 10.4 of the Credit Agreement is hereby deleted in its
entirety and in its stead is inserted the following: 
 10.4    Judicial Actions. 

Issuance of a notice of Lien, levy, assessment, injunction, garnishment, writ of execution or attachment (a) against any
Loan Party’s Inventory or Receivables or (b) against a material portion of any Loan Party’s other property which is not stayed or lifted within thirty (30) days. 

41.    Section 10.7 of the Credit Agreement is hereby deleted in its entirety and in its stead is inserted the following:

 10.7.    Bankruptcy. 

Any Borrower, any Guarantor, any Subsidiary or Affiliate of any Borrower shall (i) apply for, consent to or suffer the
appointment of, or the taking of possession by, a receiver, receiver and manager, administrator, monitor, custodian, trustee, liquidator or similar fiduciary of itself or of all or a substantial part of its property, (ii) admit in writing its
inability, or be generally unable, to pay its debts as they become due or cease operations of its present business, (iii) make a general assignment for the benefit of creditors, (iv) commence a voluntary case under any state, provincial or
federal bankruptcy or receivership laws (or the jurisdictional equivalent Law applicable to ASW (including, without limitation, any Insolvency Laws), the UK Borrower, Davy Roll and/or a Swedish Borrower) (as now or hereafter in effect),


  
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(v) be adjudicated a bankrupt or insolvent (including by entry of any order for relief in any involuntary bankruptcy or insolvency proceeding commenced against it), (vi) file a petition seeking
to take advantage of any other Applicable Law providing for the relief of debtors, (vii) acquiesce to, or fail to have dismissed prior to the earlier of (A) the date on which such petition is advertised or (B) forty-five
(45) days from the date of filing, any petition filed against it in any involuntary case under such bankruptcy laws, or (viii) take any action for the purpose of effecting any of the foregoing or (ix) take or acquiesce to an
equivalent action in any applicable jurisdiction; 
 42.    Section 10.17 of the Credit Agreement is hereby deleted in
its entirety and in its stead is inserted the following: 
 10.17.    Pension Plans. 

(i) An event or condition specified in Sections 6.12, 7.16 or 9.16 hereof shall occur or exist with respect to any Plan or
Canadian Pension Plan and, as a result of such event or condition, together with all other such events or conditions, any Loan Party or any member of the Controlled Group shall incur, or in the opinion of Agent be reasonably likely to incur, a
liability to a Plan, a Canadian Pension Plan or the PBGC (or each) that could reasonably be expected to result in a Material Adverse Effect, (ii) the Pensions Regulator issues a Financial Support Direction or a Contribution Notice to any Loan
Party incorporated in England and Wales, which in the reasonable judgment of Agent, would have a Material Adverse Effect; or (iii) the occurrence of any Termination Event, any Canadian Pension Termination Event, or any Loan Party’s failure
to immediately report a Termination Event or Canadian Pension Termination Event in accordance with Section 9.16 hereof. 

43.    The second (2nd) complete sentence of Section 11.1 of the
Credit Agreement is hereby deleted in its entirety and in its stead is inserted the following: 
 Upon the occurrence of any
Event of Default, Agent shall have the right to exercise any and all rights and remedies provided for herein, under the Other Documents, under the Uniform Commercial Code, any Applicable Laws and at law or equity generally, including, without
limitation: (i) the right to foreclose the security interests granted herein and to realize upon any Collateral by any available judicial procedure and/or to take possession of and sell any or all of the Collateral with or without judicial
process; and (ii) by appointment in writing, the right to appoint a receiver, interim receiver, receiver and manager or agent (each referred to as the “Receiver”) of any Collateral located in


  
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Canada and to remove or replace such Receiver from time to time or institute proceedings in any court of competent jurisdiction for the appointment of a Receiver of such Collateral. 

44.    The third (3rd) sentence of Section 13.2 of the Credit
Agreement is hereby deleted in its entirety and in its stead is inserted the following: 
 Accordingly, each Loan Party
waives any rights which it may have under the Uniform Commercial Code and/or the PPSA to demand the filing of termination statements with respect to the Collateral, and Agent shall not be required to send such termination statements to each Loan
Party, or to file them with any filing office, unless and until this Agreement shall have been terminated in accordance with its terms and all Obligations have been indefeasibly paid in full in immediately available funds. 

45.    Clause (e) of Section 16.2 of the Credit Agreement is hereby deleted in its entirety and in its stead is
inserted the following: 
 (e)    Notwithstanding (i) the existence of a Default or an Event of
Default, (ii) that any of the other applicable conditions precedent set forth in Section 8.2 hereof have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason, or
(iii) any other contrary provision of this Agreement, Agent may at its discretion and without the consent of any Lender, voluntarily permit the outstanding Revolving Advances at any time to exceed the Formula Amount by up to ten percent (10%)
of the Formula Amount for up to sixty (60) consecutive Business Days (the “Out-of-Formula Loans”); provided that in no event shall the aggregate
outstanding amount of Revolving Advances, Swing Loans and Letters of Credit exceed the Revolving Commitments of all Lenders. If Agent is willing in its sole and absolute discretion to permit such Out-of-Formula Loans, Lenders holding the Revolving Commitments shall be obligated to fund such Out-of-Formula Loans in
accordance with their respective Revolving Commitment Percentages, and such Out-of-Formula Loans shall be payable on demand and shall bear interest at the Default Rate
for Revolving Advances consisting of Domestic Rate Loans; provided that, if Agent does permit Out-of-Formula Loans, neither Agent nor Lenders shall be deemed thereby to
have changed the limits of Section 2.1(a) nor shall any Lender be obligated to fund Revolving Advances in excess of its Revolving Commitment Amount. For purposes of this paragraph, the discretion granted to Agent hereunder shall not preclude
involuntary overadvances that may result from time to time due to the fact that the Formula Amount was unintentionally exceeded for any reason, including, but not limited to, Collateral previously deemed to be “Eligible Domestic


  
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Insured Foreign Receivables”, “Eligible Domestic Receivables”, “Eligible UK Insured Foreign Receivables”, “Eligible UK Receivables”, “Eligible Swedish
Insured Foreign Receivables”, “Eligible Swedish Receivables”, “Eligible Domestic Inventory”, “Eligible UK Inventory”, “Eligible Swedish Inventory”, “Eligible Equipment”, “Eligible Canadian
Receivables” or “Eligible Canadian Inventory” as applicable, becomes ineligible, collections of Receivables applied to reduce outstanding Revolving Advances are thereafter returned for insufficient funds or overadvances are made to
protect or preserve the Collateral. In the event Agent involuntarily permits the outstanding Revolving Advances to exceed the Formula Amount by more than ten percent (10%), Agent shall use its efforts to have Borrowers decrease such excess in as
expeditious a manner as is practicable under the circumstances and not inconsistent with the reason for such excess. Revolving Advances made after Agent has determined the existence of involuntary overadvances shall be deemed to be involuntary
overadvances and shall be decreased in accordance with the preceding sentence. To the extent any Out-of-Formula Loans are not actually funded by the other Lenders as
provided for in this Section 16.2(e), Agent may elect in its discretion to fund such Out-of-Formula Loans and any such Out-of-Formula Loans so funded by Agent shall be deemed to be Revolving Advances made by and owing to Agent, and Agent shall be entitled to all rights (including accrual of interest) and remedies of a Lender
holding a Revolving Commitment under this Agreement and the Other Documents with respect to such Revolving Advances. Each Loan Party hereby further acknowledges, confirms and agrees that Agent or any Lender shall not at any time be required to
extend any credit in excess of the applicable Formula Amount calculation hereunder and that any accommodation of credit in excess of such applicable Formula Amount calculation is and shall be deemed to be, a “further extension of credit”
for purposes of any Insolvency Laws (as contemplated in the definition of “Insolvency Event”) which each Loan Party acknowledges, confirms and agrees, the Agent and the Lenders are not required to make at any time or under any
circumstances whatsoever. 
 46.    Clause (b) of Section 16.19 of the Credit Agreement is hereby deleted in
its entirety and in its stead is inserted the following: 
 (b)    Notwithstanding any provisions
regarding joint and several liability contained in this Agreement, any Other Document or in any agreements related thereto, it is the intent of the parties hereto and thereto, and such parties hereby agree that, the Swedish Borrowers shall not be
liable for any Obligations to the extent they do not constitute Swedish Obligations, the present and future assets of the Swedish Borrowers shall not be subject to any Lien, claim or 

  
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action by the Agent or the Lenders to satisfy any Obligations to the extent they do not constitute Swedish Obligations and neither the Agent nor the Lenders shall have any recourse under this
Agreement or any Other Documents against the Swedish Borrowers or their respective assets in respect of any Obligations to the extent they do not constitute Swedish Obligations. All amounts paid by Swedish Borrowers and all value derived from their
respective assets shall be applied to Swedish Obligations. 
 47.    Section 16.19 of the Credit Agreement is hereby
amended by inserting therein as a new clause (c) thereof the following: 
 (c)    Notwithstanding
any provisions regarding joint and several liability contained in this Agreement, any Other Document or in any agreements related thereto, it is the intent of the parties hereto and thereto, and such parties hereby agree that ASW shall not be liable
for any Obligations to the extent they do not constitute Canadian Obligations, the present and future assets of ASW shall not be subject to any Lien, claim or action by the Agent or the Lenders to satisfy any Obligations to the extent they do not
constitute Canadian Obligations and neither the Agent nor the Lenders shall have any recourse under this Agreement or any Other Documents against ASW or its assets in respect of any Obligations to the extent they do not constitute Canadian
Obligations. All amounts paid by ASW and all value derived from its assets shall be applied to Canadian Obligations. 

48.    Article XVI of the Credit Agreement is hereby amended by adding thereto as a new Section 16.20 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 any 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 Lender that is an EEA 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 an EEA 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 an EEA Resolution Authority to any such
liabilities arising hereunder which may be payable to it by any Lender that is an EEA Financial Institution; and 

  
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 (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 EEA 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 any EEA Resolution Authority. 

49.    Article XVI of the Credit Agreement is hereby amended by adding thereto as a new Section 16.21 the following:

 16.21.    Canadian Anti-Money Laundering Legislation. 

(a)    Each Loan Party acknowledges that, pursuant to the Proceeds of Crime (Money Laundering) and
Terrorist Financing Act, S.C. 2000, c.17 and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws (collectively, including any guidelines or orders thereunder, “AML
Legislation”), the Agent and the Lenders may be required to obtain, verify and record information regarding the Loan Parties and their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in
control of the Loan Parties, and the transactions contemplated hereby. Each Loan Party shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by the Agent, any Lender, any
Issuer or any of their respective prospective assignees or participants, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. 

(b)    If the Agent has ascertained the identity of any Loan Party or any authorized signatories of any
Loan Party for the purposes of applicable AML Legislation, then the Agent: 
 (i)    shall be deemed to
have done so as an agent for itself, each Lender and each Issuer, and this Agreement shall constitute a “written agreement” in such regard between each Lender, each Issuer and the Agent within the meaning of the applicable AML Legislation;
and 

  
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 (ii)    shall provide to each Lender and each Issuer copies
of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. 

Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders and each of the
Issuers agrees that the Agent has no obligation to ascertain the identity of the Loan Parties or any authorized signatories of the Loan Parties on behalf of any of the Lenders or any of the Issuers, or to confirm the completeness or accuracy of any
information it obtains from any Loan Party or any such authorized signatory in doing so. 
 50.    Schedules 1.1,
1.1(S)(2), 1.2, 4.4, 5.2(a), 5.2(b), 5.4, 5.6, 5.8(b)(i), 5.8(b)(ii), 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), 1.2, 4.4, 5.2(a), 5.2(b), 5.4, 5.6, 5.8(b)(i), 5.8(b)(ii), 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. Exhibit A to the Pledge Agreement granted by Ampco UES is hereby deleted in its entirety and replaced by Exhibit A to the
Pledge Agreement granted by Ampco UES delivered in connection herewith. 
 51.    The provisions of Sections 2 through
50 of this Second Amendment shall not become effective until the Agent shall have received: 

(a)     this Second 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 and
the List of Canadian Matters for Closing each attached hereto and made a part hereof as Exhibit A; 

(c)    payment of all fees and expenses owed to the Agent, and the Agent’s counsel in connection with
this Second 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. 
 52.    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. 

53.    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 Second Amendment, continues to secure the Obligations, as amended from time to time, including, without limitation, by way of this Second Amendment. 

  
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 54.    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 Second Amendment and all such actions have been duly authorized by all necessary proceedings on its part, (ii) neither the
execution and delivery of this Second 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 Second 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 Second 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. 
 55.    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 Second 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 Second Amendment. 
 56.    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. 

57.    The agreements contained in this Second Amendment are limited to the specific agreements made herein. Except as
expressly set forth herein, this Second 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 Second Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. This Second
Amendment amends the Credit Agreement and is not a novation thereof. Nothing expressed or implied in this Second 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. 

  
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 58.    This Second 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. 

59.    This Second 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 Second Amendment. 

[INTENTIONALLY LEFT BLANK] 

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

									
		 		 	BORROWERS:
			
	WITNESS/ATTEST:	 		 	AIR & LIQUID SYSTEMS CORPORATION, a Pennsylvania corporation
				
	 /s/ Sharon Connolly
	 		 	By:	 	 /s/ Rose Hoover

		 		 	Name:	 	Rose Hoover
		 		 	Title:	 	Executive Vice President
			
	 WITNESS/ATTEST:
	 		 	 UNION ELECTRIC STEEL CORPORATION,

a Pennsylvania corporation

				
	 /s/ Sharon Connolly
	 		 	By:	 	 /s/ Rose Hoover

		 		 	Name:	 	Rose Hoover
		 		 	Title:	 	Vice President
			
	 WITNESS/ATTEST:
	 		 	ALLOYS UNLIMITED AND PROCESSING, LLC, a Pennsylvania limited liability company
				
	 /s/ Sharon Connolly
	 		 	By:	 	 /s/ Rose Hoover

		 		 	Name:	 	Rose Hoover
		 		 	Title:	 	Vice President
			
	 WITNESS/ATTEST:
	 		 	AKERS NATIONAL ROLL COMPANY, a Delaware corporation
				
	 /s/ Sharon Connolly
	 		 	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/ Sharon Connolly
	 		 	By:	 	 /s/ Masha Trainor

		 		 	Name:	 	Masha Trainor
		 		 	Title:	 	Authorized Signatory
		 		 		 	









							
		 		 	BORROWERS (continued):
			
	WITNESS/ATTEST:	 		 	AKERS AB, a company duly incorporated and organized under the laws of Sweden
				
	 /s/ Sharon Connolly
	 		 	By:	 	 /s/ Masha Trainor

		 		 	Name:	 	Masha Trainor
		 		 	Title:	 	Authorized Signatory
			
	WITNESS/ATTEST:	 		 	UNION ELECTRIC STEEL UK LIMITED, a limited liability company organized under the laws of England and Wales
				
	 /s/ Sharon Connolly
	 		 	By:	 	 /s/ Rose Hoover

		 		 	Name:	 	Rose Hoover
		 		 	Title:	 	Secretary
			
	WITNESS/ATTEST:	 		 	ASW STEEL INC., an Ontario corporation
				
	 /s/ Sharon Connolly
	 		 	By:	 	 /s/ Tim Clutterbuck

		 		 	Name:	 	Tim Clutterbuck
		 		 	Title:	 	President
			
		 		 	GUARANTORS:
			
	WITNESS/ATTEST:	 		 	AMPCO-PITTSBURGH CORPORATION, a Pennsylvania corporation
				
	 /s/ Sharon Connolly
	 		 	By:	 	 /s/ Rose Hoover

		 		 	Name:	 	Rose Hoover
		 		 	Title:	 	President and Chief Administrative Officer
			
	WITNESS/ATTEST:	 		 	AMPCO-PITTSBURGH SECURITIES V LLC, a Delaware limited liability company
				
	 /s/ Sharon Connolly
	 		 	By:	 	 /s/ Rose Hoover

		 		 	Name:	 	Rose Hoover
		 		 	Title:	 	President and Chief Administrative Officer









							
		 		 	GUARANTORS (continued):
			
	WITNESS/ATTEST:	 		 	AMPCO-PITTSBURGH SECURITIES V INVESTMENT CORPORATION, a Delaware corporation
				
	 /s/ Sharon Connolly
	 		 	By:	 	 /s/ Rose Hoover

		 		 	Name:	 	Rose Hoover
		 		 	Title:	 	President and Chief Administrative Officer
			
	WITNESS/ATTEST:	 		 	AMPCO UES SUB, INC., a Delaware corporation
				
	 /s/ Sharon Connolly
	 		 	By:	 	 /s/ Rose Hoover

		 		 	Name:	 	Rose Hoover
		 		 	Title:	 	President and Chief Administrative Officer
			
	WITNESS/ATTEST:	 		 	FCEP DELAWARE LLC, a Delaware limited liability company
				
	 /s/ Sharon Connolly
	 		 	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/ Sharon Connolly
	 		 	By:	 	 /s/ Rose Hoover

		 		 	Name:	 	Rose Hoover
		 		 	Title:	 	Secretary
			
	WITNESS/ATTEST:	 		 	ROLLS TECHNOLOGY INC., a Delaware corporation
				
	 /s/ Sharon Connolly
	 		 	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/ David Thayer

	Name:	 	David Thayer
	Title:	 	Vice President
	
	The Tower at PNC Plaza
	300 Fifth Avenue
	Pittsburgh, PA 15222
	
	Revolving Commitment Percentage: 42.50%
	Revolving Commitment Amount $42,500,000.00









 
			
	FIRST NATIONAL BANK OF PENNSYLVANIA, As a Lender
		
	By:	 	 /s/ Barry K. Sullivan

	Name:	 	Barry K. Sullivan
	Title:	 	Senior Vice President
	
	One North Shore Center, Suite 503
	12 Federal Street
	Pittsburgh, PA 15212
	
	Revolving Commitment Percentage: 35.00%
	Revolving Commitment Amount $35,000,000.00









  

			
	CITIZENS BANK OF PENNSYLVANIA, As a Lender
		
	By:	 	 /s/ Donald P. Haddad

	Name:	 	Donald P. Haddad
	Title:	 	SVP
	
	525 William Penn Place
	Pittsburgh, Pennsylvania 15219
	
	Revolving Commitment Percentage: 22.50%
	Revolving Commitment Amount $22,500,000.00









 EXHIBIT A 

Preliminary Closing Agenda 

(See Attached) 







 PRELIMINARY CLOSING AGENDA 

This preliminary closing agenda contains the documents to be delivered in connection with a second amendment to the One Hundred Million and
00/100 Dollars ($100,000,000.00) 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”) UNION ELECTRIC STEEL UK LIMITED, a limited liability company organized under the laws of England and Wales (the “UK Borrower”), and ASW Steel Inc., an Ontario corporation (“ASW”
and together with the US Borrowers, the Swedish Borrowers and the UK Borrower, 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.	  	Second 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 “Second 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









					
	 No.
	  	 LOAN DOCUMENTS
	  	 Responsible
Party

			
		  	 c.      Schedule 1.1(S)(2) – Excluded Foreign
Subsidiaries.
	  	Borrowers
			
		  	 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


  
 - 2 - 









					
	 	  	b.      Exhibit 1.2(a) – Compliance Certificate.	  	Agent
			
		  	 c.      Exhibit 2.1(a) – Revolving Credit Note.
	  	Agent
			
		  	 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.	  	First 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 Three Hundred Seventy-Five Thousand and
00/100 Dollars ($6,375,000.00).	  	Agent
			
	5.	  	First 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 Two Hundred Fifty Thousand and 00/100 Dollars
($5,250,000.00).	  	Agent
			
	6.	  	First Amended and Restated Revolving Credit Note, made by the UK Borrower to Citizens Bank of Pennsylvania in the principal Dollar Equivalent amount not to exceed Three Million Three Hundred Seventy-Five Thousand and 00/100
Dollars ($3,375,000.00).	  	Agent
			
	7.	  	First Amended and Restated Revolving Credit Note, made by the Swedish Borrowers to PNC in the principal Dollar Equivalent amount not to exceed Six Million Three Hundred Seventy-Five Thousand and 00/100 Dollars
($6,375,000.00).	  	Agent
			
	8.	  	First 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 Two Hundred Fifty Thousand and 00/100
Dollars ($5,250,000.00).	  	Agent
			
	9.	  	First Amended and Restated Revolving Credit Note, made by the Swedish Borrowers to Citizens Bank of Pennsylvania in the principal Dollar Equivalent amount not to exceed Three Million Three Hundred Seventy-Five Thousand and 00/100
Dollars ($3,375,000.00).	  	Agent


  
 - 3 - 









					
	10.	  	Revolving Credit Note, made by ASW to PNC in the principal Dollar Equivalent amount not to exceed Six Million Three Hundred Seventy-Five Thousand and 00/100 Dollars ($6,375,000.00).	  	Agent
			
	11.	  	Revolving Credit Note, made by ASW to First National Bank of Pennsylvania in the principal Dollar Equivalent amount not to exceed Five Million Two Hundred Fifty Thousand and 00/100 Dollars ($5,250,000.00).	  	Agent
			
	12.	  	Revolving Credit Note, made by ASW to Citizens Bank of Pennsylvania in the principal Dollar Equivalent amount not to exceed Three Million Three Hundred Seventy-Five Thousand and 00/100 Dollars ($3,375,000.00).	  	Agent
			
	13.	  	 Amended Exhibit to the AMPCO UES Pledge Agreement:
  

a.      ASW’s Shares
	  	Borrowers
			
	14.	  	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
			
	15.	  	UCC-1 Financing Statement with respect to ASW with respect to the Credit Agreement and UCC-3 Financing Statement Amendment with respect to the AMPCO UES Pledge Agreement.	  	Agent
			
		  	  
 ORGANIZATIONAL DOCUMENTS

 
 ALS
	  	
			
	16.	  	Certificate of the Secretary of ALS as to (i) resolutions of its Board of Directors authorizing ALS to enter into the Second 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.	  	
			
	17.	  	Certificate of the Secretary of UES Corp. as to (i) resolutions of its Board of Directors authorizing UES Corp. to enter into the Second 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


  
 - 4 - 









					
		  	Alloys	  	
			
	18.	  	Certificate of an Officer of Alloys as to (i) resolutions of its Board of Managers authorizing Alloys to enter into the Second 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
			
		  	RollTech	  	
			
	19.	  	Certificate of the Secretary of RollTech as to (i) resolutions of its Board of Directors authorizing RollTech to enter into the Second 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.	  	Certificate of the Secretary of National Roll as to (i) resolutions of its Board of Directors authorizing National Roll to enter into the Second 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	  	
			
	21.	  	Copy of a unanimous resolution of the Board of Directors authorizing Akers AB to enter into the Second Amendment and all related documents and authorizing a specified person or persons to sign and execute the Second Amendment and
all related documents on behalf of Akers AB.	  	Borrowers
			
	22.	  	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 Second 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
			
	23.	  	Certified passport copies of the authorized persons and the members of the Board of Directors of Akers AB	  	Borrowers


  
 - 5 - 









					
	 	  	Akers Sweden	  	 
			
	24.	  	Copy of a unanimous resolution of the Board of Directors authorizing Akers Sweden to enter into the Second Amendment and all related documents and authorizing a specified person or persons to sign and execute the Second Amendment
and all related documents on behalf of Akers Sweden.	  	Borrowers
			
	25.	  	Certificate of an authorized signatory of Akers Sweden as to (i) resolutions of its Board of Directors authorizing Akers Sweden to enter into the Second Amendment and all related documents and authorizing a specified person or
persons to sign and execute the Second 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
			
	26.	  	Certified passport copies of the authorized persons and the members of the Board of Directors of Akers Sweden.	  	Borrowers
			
		  	UK Borrower	  	
			
	27.	  	Certificate of a director of the UK Borrower as to (i) resolutions of its Board of Directors authorizing UK Borrower to enter into the Second Amendment and all related documents, (ii) resolutions of the shareholders of the UK
Borrower approving entry into the Second Amendment, (iii) incumbency, and (iv) solvency.	  	Borrowers
			
		  	Ampco-Pitt Corp.	  	
			
	28.	  	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 Second 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	  	
			
	29.	  	Certificate of an Officer of Ampco Securities as to (i) resolutions of its Board of Managers authorizing Ampco Securities to enter into the Second 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


  
 - 6 - 









					
	 	  	Ampco Investment	  	 
			
	30.	  	Certificate of the Secretary of Ampco Investment as to (i) resolutions of its Board of Directors authorizing Ampco Investment to enter into the Second 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	  	
			
	31.	  	Certificate of the Secretary of Ampco UES as to (i) resolutions of its Board of Directors authorizing Ampco UES to enter into the Second 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	  	
			
	32.	  	Certificate of a director of Davy Roll as to (i) resolutions of its Board of Directors authorizing Davy Roll to enter into the Second Amendment and all related documents, (ii) resolutions of the shareholders of Davy Roll
approving entry into the Second Amendment, (iii) incumbency, and (iv) solvency.	  	Borrowers
			
		  	FCEP	  	
			
	33.	  	Certificate of an Officer of FCEP as to (i) resolutions of its Board of Managers authorizing FCEP to enter into the Second 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	  	
			
	34.	  	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

			
	35.	  	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
			
	36.	  	If applicable, original stock certificates, along with related transfer powers, in connection with the AMPCO UES Pledge Agreement, to the extent not previously delivered.	  	Borrowers


  
 - 7 - 









					
	37.	  	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
			
	38.	  	 Opinions of Counsel to the Loan Parties in form and substance satisfactory to the Agent.

 
 (a) K&L Gates

 
 (b) Squire Patton Boggs (UK) LLP

 
 (c) Wistrand Advokatbyrå

 
 (d) McMillan
	  	Borrowers
			
	39.	  	(i) Field examination of ASW’s receivables and (ii) inventory appraisals of ASW’s inventory, machinery and equipment prepared by third parties selected and engaged by the Agent at the Borrowers’ expense, each
satisfactory in form and substance to the Agent.	  	 Agent/

Borrowers

			
	40.	  	PINACLE Delegation Letter.	  	Agent
			
	41.	  	Officer’s Certificate of the Loan Parties as to (i) compliance with each of their representations, warranties, covenants and conditions under the Credit Agreement (ii) no Event of Default or Default exists and no Material
Adverse Change has occurred since December 31, 2016 and (iii) no representations made or information supplied to the Agent or Lenders shall have been proven to be inaccurate or misleading in any material respect.	  	Borrowers
			
	42.	  	[Disbursement Statement (Sources/Uses).]	  	Agent/ Borrowers
			
	43.	  	[Side Letter (if necessary).]	  	Agent
			
		  	RELATED DILIGENCE	  	
			
	44.	  	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


  
 - 8 - 









					
	45.	  	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
			
	46.	  	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
			
	47.	  	Satisfactory results of all “know your customer”, “anti-money laundering” and “OFAC” due diligence of the Loan Parties and certain officers and employees thereof as determined by the Agent, to the
extent not previously delivered.	  	Agent
			
	48.	  	Evidence satisfactory to the Agent that each Loan Party is in compliance with all pertinent federal, state, local or territorial regulations, including those with respect to the Federal Occupational Safety and Health Act, the
Environmental Protection Act, ERISA and the Anti-Terrorism Laws, to the extent not previously delivered.	  	Borrowers
			
	49.	  	Evidence that any and all Consents necessary to permit the effectuation of the transactions contemplated by the Credit Agreement and the Other Documents; and, Agent shall have received such Consents and waivers of such third parties
as might assert claims with respect to the Collateral, as Agent and its counsel shall deem necessary, to the extent not previously delivered.	  	Borrowers


  
 - 9 - 









					
	50.	  	Evidence satisfactory to the Agent (i) no litigation, investigation or proceeding before or by any arbitrator or
Governmental Body is continuing or threatened against any Loan Party or against the officers or directors of
any
Loan Party (A) in connection with the Credit Agreement or the Other Documents or any of the transactions
contemplated thereby and which, in the reasonable opinion of Agent, is deemed material or (B) which could, in the
reasonable
opinion of Agent, constitute a Material Adverse Change (other than, subject to satisfactory due
diligence, with respect to certain ongoing asbestos litigation to which the Borrower is a defendant); and (ii) no
injunction, writ, restraining
order or other order of any nature materially adverse to any Loan Party or the conduct
of its business or inconsistent with the due consummation of the transactions contemplated by the Credit
Agreement has been issued by any Governmental
Body, to the extent not previously delivered.	  	Borrowers
			
	51.	  	Evidence satisfactory to the Agent of environmental, legal, regulatory and contingent liability matters and satisfactory diligence of all business and credit matters, in each case as determined by the Agent in its reasonable
discretion, including, but not limited to, that certain Chinese joint venture to which the Borrower is a party, the Borrowers; underfunded pension liabilities and certain ongoing asbestos litigation to which the Borrower is a defendant, to the
extent not previously delivered.	  	Borrowers
			
	52.	  	Receipt of completed background investigations of the Loan Parties, in form and substance satisfactory to the Agent, to the extent not previously delivered.	  	Agent
			
	53.	  	Satisfactory results of all “know your customer”, “anti-money laundering” and “OFAC” due diligence of the Loan Parties and certain officers and employees thereof as determined by the Agent, to the
extent not previously delivered.	  	Agent


  
 - 10 - 








 EXHIBIT B 

Schedules 1.1, 1.1(S)(2), 1.2, 4.4, 5.2(a), 5.2(b), 5.4, 5.6, 5.8(b)(i),
5.8(b)(ii), 5.8(d), 5.9, 5.14,  
 5.24, 5.27 and 7.3 

(See Attached) 







 SCHEDULE 1.1 

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 DIVISION OF AIR AND LIQUID
	Transaction Currency: USD
	09 Dec 2014	  	18122368	  	IEC Performance	  	14 Apr 2018	  	ISRAEL ELECTRIC CORPORATION LTD.	  	322,499.20
USD	  	322,499.20
USD
	07 Jan 2015	  	18122879	  	MHPS Guarantee	  	15 Jan 2018	  	SUMITOMO MITSUI BANKING CORPORATION	  	69,723.00
USD	  	69,723.00
USD
	22 May 2015	  	18123116	  	MHPS Guarantee 2	  	15 Jan 2019	  	SUMITOMO MITSUI BANKING CORPORATION	  	69,723.00
USD	  	69,723.00
USD
	31 Jul 2015	  	18124177	  	NEK Guarantee	  	30 Jul 2018	  	NOVA LJUBLAJNSKA BANKA D.D	  	145,187.00
USD	  	145,187.00
USD
	Transaction Currency Total Outstanding: 607,132.20 USD
	Applicant Total Outstanding: 607,132.20 USD
	
	Applicant Name: AMPCO-PITTSBURGH CORPORATION
	Transaction Currency: USD
	02 Sep 2003	  	00260360	  	00260360	  	02 Sep 2017	  	DIRECTOR, DEPARTMENT OF	  	50,000.00
USD	  	50,000.00
USD
	08 Feb 2016	  	18125223	  	Sentry Insurance	  	31 Jan 2018	  	SENTRY INSURANCE A MUTUAL	  	770,000.00
USD	  	770,000.00
USD
	Transaction Currency Total Outstanding: 820,000.00 USD
	Applicant Total Outstanding: 820,000.00 USD
	
	Applicant Name: UNION ELECTRIC STEEL CORPORATION
	Transaction Currency: USD
	31 Jul 2014	  	18122044	  	PU-I45 1018-01	  	31 Jul 2017	  	AXIS BANK LTD	  	14,421.70
USD	  	14,421.70
USD
	Transaction Currency Total Outstanding: 14,421.70 USD
	Applicant Total Outstanding: 14,421.70 USD









															
	 Issue

Date
	  	Letter Of
Credit
Ref. No.	 	  	 Customer

Reference
	  	Expiry
Date	  	 Beneficiary
	  	Transaction
Currency
Outstanding
Amount	  	Bank
Currency
Outstanding
Amount
	Applicant Name: Akers AB
	Transaction Currency: EUR
	 14 Apr 2016
	  	 	18125588	 	  	18125588	  	14 Oct 2017	  	 GANSU JIU STEEL GROUP HONGXING IRON AND STEEL CO., LTD
	  	30,150.00
EUR	  	32,546.93
USD
	 Transaction Currency Total Outstanding: 30,150.00
EUR

	 Applicant Total Outstanding:32,546.93 USD

	 Grand Total Outstanding: 1,474,101.83
USD









 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 B.V.B.A.	  	Belgium	  	3048568 Nova Scotia Company
	Union Electric Steel (Hong Kong) Limited	  	Hong Kong	  	Union Electric Steel Corporation
	Union Electric Steel MG Roll Company Limited	  	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%)
	Fast. Åkers Styckebruk KB	  	Sweden	  	Åkers Sweden AB
	Åkers Specialty Rolls AB, Soderfors	  	Sweden	  	Åkers Sweden AB
	Shanxi Åkers TISCO Roll Co. Ltd., Taiyan	  	China	  	Åkers AB (60%)
	Åkers Brazil Ltda	  	Brazil	  	Åkers AB
	Åkers Germany GmbH	  	Germany	  	Åkers AB
	Åkers Pacific Pte. Ltd.	  	Singapore	  	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.








 SCHEDULE 1.2 

PERMITTED ENCUMBRANCES 
  

	1.	Air & Liquid Systems Corporation - Pennsylvania Department of State - UCC Financing Statement: 

  

	 	a.	2011082603520 filed 08/25/2011 

  

	 	SP:	PNC BANK, NATIONAL ASSOCIATION 

 Cltrl.:All funds and investments now and
hereafter held by the Trustee or Paying Agent under the Trust Indenture dated as of March 1 ,1999 between the Industrial Development Authority of the City of Lynchburg and Chase Manhattan Trust Company as security for he payment of the Bonds
issued thereunder. In Additional all of Debtor’s right, title and interest in and to any and all Pledged Bonds purchased pursuant to the Indenture with funds derived in whole or in part from a drawing under the Letter of Credit (as defined in
the indenture). 
  

	2.	Union Electric Steel Corporation - Pennsylvania Department of State - UCC Financing Statements: 

  

	 	a.	25700822 filed 07/26/1996 

  

	 	SP:	PNC BANK, NATIONAL ASSOCIATION 

 Cltrl.:Right, Title and interest in and to all
funds and investments there of now or hereafter held by the Trustee of the paying Agent under the Trust Indenture dated July 1, 1996 between Allegheny County Industrial Development Authority and PNC Bank, NA as Trustee as security for the
payment of the Bonds issued thereunder. In Additional all of Debtor’s right, title and interest in and to any and all Pledged Bonds purchased pursuant to the Indenture with funds derived in whole or in part from a drawing under the Letter of
Credit ( as defined in the indenture). 
  

			
	Amend.:    	  	Filed 11/04/1997 (amending date of the Trust - July 1,1996)
	Cont.:	  	Filed 03/26/2001
	Assign.:	  	Filed 08/22/2001 (Assignee: Mellon Bank, NA.)
	Assign.:	  	Filed 08/18/2003 (Assignee: PNC Bank, National Association)
	Cont.:	  	Filed 03/20/2006
	Cont.:	  	Filed 02/24/2011

  

	 	b.	28181548 filed 11/04/1997 

  

	 	SP:	THE BANK OF NEW YORK TRUST COMPANY, N.A. 

 Cltrl.:Right, Title and interest in
and to all funds and investments there of now or hereafter held by the Trustee of the paying Agent under the Trust Indenture dated November 1,1997 between Allegheny County Industrial Development Authority and PNC Bank, NA as Trustee as security
for the payment of the Bonds issued thereunder. In Additional all of Debtor’s right, title and interest in and to any and all Pledged Bonds purchased pursuant to the Indenture with funds derived in whole or in part from a drawing under the
Letter of Credit ( as defined in the indenture). 
  

			
	Assign.:     	  	Filed 08/22/2001 (Assignee: Mellon Bank, N.A)
	Cont.:	  	Filed 07/01/2002
	Assign.:	  	Filed 08/18/2003 (Assignee: PNC Bank, National Association)
	Cont.:	  	Filed 06/12/2007
	Cont.:	  	Filed 06/18/2007
	Assign.:	  	Filed 12/28/2007 Assignee:The Bank of New York Trust Company,N.A.)
	Cont.:	  	Filed 05/09/2012









	3.	Union Electric Steel UK Limited - Security Agreement dated 03/05/2007 

  

	 	a.	filed 03/06/2007 

 SP: Stephen Avery Bell, Peter Ernest Dai Gardner, and Terence Charles
Watson, as trustees of the Roll Group Pension Scheme 
 Cltrl: First ranking mortgage over land on the north and south sides of Coulthards
Lane, Gateshead registered at the Land Registry with absolute freehold title under title number TY188528 and all rental income from that property to secure all present and future obligations and liabilities of each of The Davy Roll Company Limited
and Union Electric Steel UK Limited to make payments to the Roll Group Pension Scheme up to a maximum amount of £14 million. 
  

	4.	Akers National Roll Company - Delaware Secretary of State - UCC Financing Statement: 

  

	 	a.	20134265055 filed 10/30/2013 

 SP: DELL FINANCIAL SERVICES L.L.C. 

Cltrl.: All computer equipment, peripherals, and other equipment, wherever located theretofore or hereafter leased to lessee
by lessor pursuant to the certain Lease #001-8950281-002 dated 10/25/2013 
  

	5.	ASW Steel Inc. – Ontario PPSA Financing Statement: 

  

	 	a.	722243475 filed 11/04/2016 (1 year) 

 SP: Strongco Limited Partnership 

Cltrl: Collateral classified as Equipment and Motor Vehicle (2016 Konecranes; Model: SMV32-1200C; VIN: M10470) 

 

	 	b.	664237908 filed 09/07/2010 (1 year) 

 SP: The Toronto-Dominion Bank 

Cltrl: Collateral classified as Accounts and Other and described as an Assign. of term deposits and credit balances. 

Renewal: Filed 07/13/2011 (1 year) 

Renewal: Filed 07/18/2012 (1 year) 

Renewal: Filed 07/16/2013 (1 year) 

Renewal: Filed 07/21/2014 (1 year) 

Renewal: Filed 07/21/2015 (3 years) 
  

	 	c.	666753606 filed 12/23/2010 (6 years) 

 SP: Praxair Canada Inc. 

Cltrl: Collateral classified as Equipment and described as equipment supplied by the secured party, consisting of bulk cryogenic storage tanks
used for the storage, filling and delivery of industrial and medical gases including, without limitation, argon, hydrogen, carbon dioxide, nitrogen, nitrous oxide and oxygen, and cryogenic freezers, together with all related accessories, parts,
components and attachments and all proceeds of or relating to any of the foregoing as well as all present or after-acquired property that may be derived from the sale or other disposition of the collateral described herein. 

Renewal: 11/09/2016 (6 years) 








	 	d.	694113705 filed 03/03/2014 (3 years) 

 SP: Dell Financial Services Canada Limited 

Cltrl: Collateral classified as Equipment and Other and described as All Dell and non Dell computer equipment and peripherals wherever located
heretofore or hereafter leased to debtor by secured party pursuant to an equipment lease together with all substitutions, additions, accessions and replacements thereto and thereof now and hereafter installed in, affixed to, or used in conjunction
with such equipment and proceeds thereof together with all rental or installment payments, insurance proceeds, other proceeds and payments due or to become due and arising from or relating to such equipment. Proceeds all present and after-acquired
personal property. 
  

	 	e.	694685448 filed 03/26/2014 (6 years) 

 SP: Roynat Inc. 

Cltrl: Collateral classified as Equipment, Other and Motor Vehicle (2008 Hyster; Model: H110FT; VIN: N005V04563F) and described as
Forklift(s), together with all attachments accessories accessions replacements substitutions additions and improvements thereto and all proceeds in any form derived directly or indirectly from any sale and or dealing with the collateral and a right
to an insurance payment or other payment that indemnifies or compensates for loss or damage to the collateral or proceeds of the collateral 
  

	 	f.	707752584 filed 07/06/2015 (5 years) 

 SP: P.C. Campana, Inc. 

Cltrl: Collateral classified as Equipment and described as one PC-4X40,
4-path wire feeder (serial no. WF0158) with Allan Bradley AC drive and Compact Logix PLC. One Maple System 12 inch HMI and enclosure. 
  

	 	g.	708768432 filed 08/06/2015 (3 years) 

 SP: The Toronto-Dominion Bank 

Cltrl: Collateral classified as Accounts and Other. 







 SCHEDULE 4.4 

COLLATERAL LOCATIONS; PLACE OF BUSINESS, 

CHIEF EXECUTIVE OFFICE, REAL PROPERTY 

(b)(i) 
  

	
	 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

	Åkers Sweden AB
	 Bruksallén 12SE-647 51

Åkers Styckebruk, Sweden

	Åkers National Roll Company
	 400 Railroad Avenue
 Avonmore, PA
15618

	Vertical Seal Company (Division)
	 162 Chapman Road
 Pleasantville, PA
16341

	Alloys Unlimited and Processing, LLC
	 3760 Oakwood Avenue
 Austintown, Ohio
44515

	ASW Steel Inc.
	 42 Centre Street
 Welland, Ontario, Canada L3B
5N9
 c/o International Titanium Corporation
 93 Front Street,
P.O. Box 465
 New Brighton, PA 15066
 c/o Watco
Companies
 6127 Industrial Way
 Houston, TX 77011

c/o Aberfoyle Metal Treaters Ltd.
 18 Kerr Crescent

Puslinch, ON N0B 2J0
 c/o Patriot Forge Inc.

280 Henry Street
 Brantford, ON N3T
5S7










	
	 Company and Location

	 c/o Union Electric Steel Corporation
 31 Union
Electric Road, Route 18
 Burgettstown, PA 15021
 c/o Canada
Forgings Inc.
 17 Welland Street
 Welland, ON L3B
4E1

	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) 
  

			
	 Loan Part(ies)
	  	 Warehouse Address

	 Air & Liquid Systems Corporation
 Union
Electric Steel Corporation
 Alloys Unlimited and Processing, LLC
	  	 726 Bell Avenue
 Carnegie, PA
15106

		
	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

		
	Air & Liquid Systems Corporation	  	 Wilson Welding & Fab
 1142 Seamster
Rd.
 Gladys, VA

		
	Air & Liquid Systems Corporation	  	 Heresite Protective Coatings
 822 South 14th
St
 Manitowoc, WI 54220

		
	Air & Liquid Systems Corporation	  	 Luvata Electrofin
 1423 W. Ormsby Ave

Louisville, KY 40210

		
	Air & Liquid Systems Corporation	  	 Carver Machine Works
 129 Christian Service Camp
Rd
 Washington, NC 27889

		
	 Åkers AB
 Åkers Sweden AB
	  	Bruksallén 4, 647 51 Åkers Styckebruk, Södermanlands län, Sweden
		
	Åkers AB	  	 Outokumpu Stainless OY
 Terästie
1Tornio
 Finland

95490










			
	 Loan Part(ies)
	  	 Warehouse Address

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

Tyne & Wear
 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, NE10 0EY
 Tyne & Wear

England

		
	Union Electric Steel UK Limited	  	 Washington Tool and Machine Co.
 Baird
Avenue
 Washington, PA 15301

		
	Akers National Roll Company	  	 400 Railroad Avenue
 Avonmore, PA
15618

		
	Akers National Roll Company	  	 621 Railroad Avenue
 Avonmore, PA
15618

		
	Akers National Roll Company	  	 Neiltown Road Route 227
 Pleasantville, PA
16341

		
	 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 & Grinding
 313 E
Wood St
 Youngstown, OH 44503

		
	Alloys Unlimited and Processing, LLC	  	 P&L Precision Grinding
 948 Poland Ave

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	  	 Independent Maritime Terminal
 Mannheimweg,
Belgium
 Quay 242, Hansa Dock, 2030
 Antwerpen,
Belgium

		
	Union Electric Steel Corporation	  	 KMX International
 2nd and Grand Streets

Hamburg, PA 19526

		
	Union Electric Steel Corporation	  	 Britannic Shipping
 53 Breez Hill

Walton L9
 1DZ GB, United
Kingdom










			
	 Loan Part(ies)
	  	 Warehouse Address

		
	Union Electric Steel Corporation	  	 Hilti Inc.
 902 North Cedar Street

New Castle, PA 16102

		
	Union Electric Steel Corporation	  	 Elbach and Johnson
 1309 Main Street

Crescent, PA 15046

		
	Union Electric Steel Corporation	  	 Harbor Freight Transport Corp.
 301 Craneway
St.
 Port Newark, NJ 07114

		
	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

		
	ASW Steel Inc.	  	 42 Centre Street
 Welland, Ontario, Canada L3B
5N9


 (b)(iii) 
  

					
	 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

			
	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










					
	 Loan Party
	  	 Place of Business
	  	 Chief Executive Office

			
	Akers National Roll Company	  	 400 Railroad Avenue
 Avonmore, PA 15618

 
 162 Chapman Road

Pleasantville, PA 16341
	  	 400 Railroad Avenue
 Avonmore, PA
15618

			
	Åkers Sweden AB	  	 Bruksallén 4SE-647 51

Åkers Styckebruk, Sweden
	  	 Bruksallén 4SE-647 51

Åkers Styckebruk, Sweden

			
	Union Electric Steel UK Limited	  	 Coulthards Lane
 Gateshead, NE8 3DX
England
	  	 Coulthards Lane
 Gateshead, NE8 3DX
England

			
	ASW Steel Inc.	  	 42 Centre Street
 Welland, Ontario, Canada

L3B 5N9
  

157 River Road
 Welland, Ontario, Canada

(PIN 64105-0021)
  

Land at Downs Drive and Melville Avenue
 Welland, Ontario,
Canada
 (PIN 64422-0084)
	  	 42 Centre Street
 Welland, Ontario, Canada

L3B 5N9

			
	Åkers AB	  	 Bruksallén 14SE-647 51

Åkers Styckebruk, Sweden
	  	 Bruksallén 14SE-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.	  	 400 Railroad Avenue
 Avonmore, PA 15618
	  	 400 Railroad Avenue
 Avonmore, PA
15618

			
	FCEP Delaware LLC	  	 103 Foulk Road, Suite 202
 Wilmington, DE
19803
	  	 103 Foulk Road, Suite 202
 Wilmington, DE
19803









 (b)(iv) 
  

					
	 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
	  	Owned	  	N/A
			
	 726 Bell Avenue
 Carnegie, PA 15106
	  	Owned	  	N/A
			
	 U.S. Highway 30
 Valparaiso, IN 46383
	  	Owned	  	N/A
			
	 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	  	N/A
	
	Åkers Sweden AB
			
	 Bruksallén 12SE-647 51

Åkers Styckebruk, Sweden
	  	Owned	  	N/A
	
	Åkers National Roll Company
			
	 400 Railroad Avenue
 Avonmore, PA 15618
	  	Owned	  	N/A
	
	Vertical Seal Company (Division)
			
	 162 Chapman Road
 Pleasantville, PA
16341
	  	Owned	  	N/A
	
	Alloys Unlimited and Processing, LLC
			
	 3760 Oakwood Avenue
 Austintown, Ohio
44515
	  	Leased	  	 Austintown Oakwood, LLC
 3760 Oakwood Avenue

Austintown, OH 44515

	
	ASW Steel Inc.
			
	 42 Centre Street
 Welland, Ontario, Canada L3B
5N9
 (PIN 64421-0112)
	  	Owned	  	N/A
			
	 157 River Road
 Welland, Ontario, Canada

(PIN 64105-0021)
	  	Owned	  	N/A
			
	 Land at Downs Drive and Melville Avenue

Welland, Ontario, Canada
 (PIN 64422-0084)
	  	Owned	  	N/A
	
	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








 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

			
	Union Electric Steel Corporation	  	Pennsylvania	  	Indiana
			
	Alloys Unlimited and Processing, LLC	  	Pennsylvania	  	Ohio
			
	Rolls Technology Inc.	  	Delaware	  	None
			
	Akers National Roll Company	  	Delaware	  	 Alabama
 Pennsylvania

West Virginia

			
	Åkers Sweden AB	  	Sweden	  	None
			
	Union Electric Steel UK Limited	  	England and Wales	  	None
			
	ASW Steel Inc.	  	Ontario	  	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








 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
		
		  	ASW Steel Inc.
		
	ASW Steel Inc.	  	No Subsidiaries
		
	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








 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)
		
	ASW Steel Inc.	  	80088 0056 RT 0001 (Canadian tax identification 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








 SCHEDULE 5.6 

PRIOR NAMES 
 Union Electric Steel
acquired substantially all assets of Alloys Unlimited and Processing, Inc., an Ohio corporation, on July 29, 2015. 







 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 of predecessors
of ALS (“Asbestos Liability”). Those subsidiaries, and in some cases the 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 nine months ended September 30, 2016 and 2015: 
  

									
	 	  	Nine Months Ended
September 30,	 
	 (dollars in thousands)
	  	2016	 	  	2015	 
	 Total claims pending at the beginning of the period
	  	 	6,212	 	  	 	8,457	 
	 New claims served
	  	 	1,105	 	  	 	1,109	 
	 Claims dismissed
	  	 	(649	) 	  	 	(3,213	) 
	 Claims settled
	  	 	(203	) 	  	 	(256	) 
	 Total claims pending at the end of the period
	  	 	6,465	 	  	 	6,097	 
	 Gross settlement and defense costs (in 000’s)
	  	$	13,762	 	  	$	14,011	 
	 Average gross settlement and defense costs per claim resolved (in 000’s)
	  	$	16.15	 	  	$	4.04	 

 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. 







 SCHEDULE 5.8(b)(ii) 

INDEBTEDNESS 
  

	1.	Subordinated Promissory Note, issued by Ampco-Pitt Corp. to Altor on March 3, 2016, in the principal amount of $14,489,355. 

  

	2.	Subordinated Promissory Note, issued by Ampco-Pitt Corp. to SHB on March 3, 2016, in the principal amount of $11,220,659. 

  

	3.	UK Borrower Line of credit facility with Barclays Bank in the amount of £250,000. 

  

	4.	Capital Leases 

  

	 	a.	National Roll – Company-wide Phone Lease, 5 years, balance at 2/29/2016 of $76,661. 

  

	 	b.	Sarlin heating furnace lease between Akers Sweden and SHB, dated June 25, 2008, balance at 4/30/16 of 2,691 kSEK. 

  

	 	c.	Sarling heating furnace lease between Akers Sweden and SHB, dated June 25, 2008, balance at 4/30/16 of 3,544 kSEK. 

  

	 	d.	Lease of 120 ton overhead crane between Akers Sweden and SHB, dated April 5, 2006, balance at 4/30/16 of 2,191 kSEK. 

  

	5.	ACIDA Union Electric Steel 96 Trust Indenture dated July 1, 1996 in the amount of $4,120,000. 

  

	6.	ACIDA Union Electric Steel 97 Trust Indenture dated November 1, 1997 in the amount of $7,116,000. 

  

	7.	Lynchburg Virginia IDA (Aerofin) 99 Variable Rate Demand IDRB in the amount of $2,075,000. 

  

	8.	Guarantees by Svenska Handelsbanken AB (publ) on behalf of certain customers of Åkers AB in the aggregate amount of approximately $120,000. 


 

	9.	Intercompany Loan Agreement, dated as of November 1, 2016, by and between ASW Steel, Inc., as borrower, and Ampco-Pittsburgh Corporation, as lender in the principal amount not to exceed USD $7,500,000


  

	10.	Demand Facility and Assignment agreement, dated as of October 08, 2014 between ASW Steel Inc., as borrower, and The Toronto-Dominion Bank, as lender, and amended by an amending agreement dated October 22, 2015 in
respect of letter of credit facilities in the maximum aggregate amount of CDN $2,325,119 of which a fully cash collateralized letter of credit in the amount of $683,789 has been issued by The Toronto-Dominion Bank to the Independent Electricity
System Operator. 








 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 – Liberty Mutual 

  

	 	e.	Short Term Disability – Liberty Mutual 

  

	 	f.	Long Term Disability - Liberty Mutual 

  

	 	g.	Stop Loss - Aetna 

  

	 	h.	Group Travel Accident - The Hartford 

  

	 	4.	Ampco-Pitt Corp. Retiree Welfare Benefits Plan 

  

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

 National Roll Plans 

 

	 	1.	National Roll Retirement Plan for Salaried Employees 

  

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

  

	 	3.	National Roll Salaried 401(K) Plan 

  

	 	4.	USWA Savings Program/National Roll 401(K) Plan 

  

	 	5.	Retirement Plan for Employees of Vertical Seal Company 

  

	 	6.	National Roll Health & Welfare Benefits Plan 

 UK Borrower Plans 

 

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

  

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

  

	 	3.	For a limited number of staff 

  

	 	a.	Health Insurance – applies to 14 staff (covers employee and partner) 

  

	 	b.	Company Cars – applies to 8 staff 

  

	 	c.	Travel Insurance – applies to 13 staff (covers business and personal travel) 








 Akers Sweden Plans 
  

	 	1.	Kollektivavtal (tjänstemannaavtalet) 

  

	 	2.	Kollektivavtal IF Metall/Stål och Metall 

  

	 	3.	Local agreement about production bonus 

  

	 	4.	Local agreements about benefits for workers: 

  

	 	a.	“Fritidsfond” 0.7% of total workers salary. 2015 < 400KKr 

  

	 	b.	“Sjukfond” 0.5% of total workers salary. 2015 < 300Kkr 

  

	 	c.	“Tandfond” 0.2% of total workers salary. 2015 < 110Kkr 

 ASW Steel Inc. Plans 

 

	 	1.	Pension Plan for the Employees of ASW Steel Inc., Group Annuity Policy Number 10002031 

  

	 	2.	Employee Benefit Plan – Policy Number 631172 issued by The Manufacturers Life Insurance Company (c.o.b. as Manulife Financial) on November 1, 2016, which Policy renews on November 1 of each year


  

	 	3.	ASW Steel Inc. contributes annually to Tim Clutterbuck’s personal RRSP to the annual maximum in lieu of his participation in the Company pension plan 








 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 4/20/2001

Issued 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 7/12/2000
 Issued 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)










							
	 Application/Patent No.
	  	 Status
	  	 Chain of Title/Assignments
	  	 Notes

	 US 10/161,663
 US 6,617,731
	  	 Filed 6/5/2002
 Issued 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
				
	 US 10/094,982
 US 6,626,578
	  	 Filed 3/12/2002

Issued 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	  	17/09/2015	  		  		  	Accepted for grant – opposition period ends on 01/01/2016	  	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 patent was accepted for grant on 17/09/2015.
													
	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	  	









																									
	 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	  		  		  		  	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	  	Response to office action filed in Sept, 2015.
													
	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	  	









																									
	 Brann Ref.
	  	Country	  	Application
Date
(dd/mm/
yyyy)	  	Application
No.	  	Reg. Date	  	Reg. No	  	Duration	  	 Status
	  	 Applicant
	  	 Catchword
	  	 Application
Type
	  	 Team
	  	 Comments

	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.
													
	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	  	









																									
	 Brann Ref.
	  	Country	  	Application
Date
(dd/mm/
yyyy)	  	Application
No.	  	Reg. Date	  	Reg. No	  	Duration	  	 Status
	  	 Applicant
	  	 Catchword
	  	 Application
Type
	  	 Team
	  	 Comments

	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	  	









																									
	 Brann Ref.
	  	Country	  	Application
Date
(dd/mm/
yyyy)	  	Application
No.	  	Reg. Date	  	Reg. No	  	Duration	  	 Status
	  	 Applicant
	  	 Catchword
	  	 Application
Type
	  	 Team
	  	 Comments

	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	  	
													
	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










																									
	 Brann Ref.
	  	Country	  	Application
Date
(dd/mm/
yyyy)	  	Application
No.	  	Reg. Date	  	Reg. No	  	Duration	  	 Status
	  	 Applicant
	  	 Catchword
	  	 Application
Type
	  	 Team
	  	 Comments

	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	  		  		  		  	Pending (initially rejected, rejection decision appealed)	  	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	  	According to publically available databases the national filing date is 22/11/2013. The patent application was rejected 23/06/2015, the rejection decision was appealed 23/10/2015.Appeal no 2015-019108.
													
	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
	  	









																									
	 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	  	









																									
	 Brann Ref.
	  	Country	  	Application
Date
(dd/mm/
yyyy)	  	Application
No.	  	Reg. Date	  	Reg. No	  	Duration	  	 Status
	  	 Applicant
	  	 Catchword
	  	 Application
Type
	  	 Team
	  	 Comments

	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	  	
													
	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	  	









																									
	 Brann Ref.
	  	Country	  	Application
Date
(dd/mm/
yyyy)	  	Application
No.	  	Reg. Date	  	Reg. No	  	Duration	  	 Status
	  	 Applicant
	  	 Catchword
	  	 Application
Type
	  	 Team
	  	 Comments

	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	  	









																									
	 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.










																									
	 Brann Ref.
	  	Country	  	Application
Date
(dd/mm/
yyyy)	  	Application
No.	  	Reg. Date	  	Reg. No	  	Duration	  	 Status
	  	 Applicant
	  	 Catchword
	  	 Application
Type
	  	 Team
	  	 Comments

	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).








 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	 	  				  	 UNION ELECTRIC

ÅKERS
	  	 Pending
	  	7	 	 Ampco UES Sub, Inc.

							
	US	  	 	87/011,882	 	  				  	 




 Roll Design
	  	 Pending
	  	7	 	 Ampco UES Sub, Inc.

							
	EU	  	 	15936602	 	  				  	 UNION ELECTRIC ÅKERS
	  	 Pending
	  	7	 	 Ampco UES Sub, Inc.

							
	EU	  	 	15936628	 	  				  	 




 Roll Design
	  	 Pending
	  	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

							
	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)










													
	 Country
	  	 Serial
No.
	  	 Reg. No.
	  	 Trademark
	  	 Status
	  	 Class
	  	 Owner Name

	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.
													
	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	  	









																									
	 Brann ref.
	  	Applicant	  	Status	  	Trademark	  	Application
Date	  	App. No	  	Reg. date	  	Reg. no	  	Renewal
Date	  	Clases	  	 Country
	  	 Designated
countries
	  	 Comments

	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	  		  	
													
	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.









																									
	 Brann ref.
	  	Applicant	  	Status	  	Trademark	  	Application
Date	  	App. No	  	Reg. date	  	Reg. no	  	Renewal
Date	  	Clases	  	 Country
	  	 Designated
countries
	  	 Comments

	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	  		  	









																									
	 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








 SCHEDULE 5.14 

LABOR DISPUTES 
  

							
	 Facility
	  	 Name of union
	  	 Expiration date of contract
	  	 Labor
disputes

				
	Carnegie, PA	  	USW Local 14034-47	  	11/1/2019	  	None
				
	Burgettstown, PA	  	USW Local 14034-49	  	10/31/2017	  	None
				
	Valparaiso, IN	  	IAM Dist. 90, Local 1227	  	5/31/2018	  	None
				
	Gateshead, UK Hourly	  	GMB / Unite	  	Annual - December	  	None
				
	Gateshead, UK Salaried	  	Unite	  	Annual - December	  	None
				
	Avonmore, PA	  	USW Local 1138-3 and USW Local 1138-4	  	2/29/2020	  	None
				
	Avonmore, PA	  	AFL-CIO Local No. 46	  	2/29/2020	  	None
				
	Styckebruk, Sweden (Blue Collar Employees)	  	Steel and Metal Employers Association / Industrifacket Metall (employee organisation)	  	3/31/2017	  	None
				
	 Styckebruk, Sweden
 (White Collar
Employees)
	  	Steel and Metal Employers Association / Unionen, the Swedish Association of Graduate Engineers and Ledarna (employee organisations)	  	3/31/2017	  	None
				
	 Welland, Ontario Plant
 (Hourly Rated
Employees)
	  	Unifor and Its Local 523	  	August 26, 2018	  	None








 SCHEDULE 5.24 

EQUITY INTERESTS 
 (a) 

 

									
	 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
					
	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









									
	 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

					
	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
					
	ASW Steel Inc.	  	Ontario, Canada	  	An unlimited number of common shares	  	156,322 shares of common stock without nominal or par value	  	Ampco UES Sub, Inc. owns 100% of the issued and outstanding capital stock of ASW Steel Inc.
					
	Åkers AB	  	Sweden	  	SEK 140,000,000	  	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
					
	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









									
	 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 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

 (b) None. For Ampco-Pitt. Corp, refer to Form 10-K and 2015 Proxy Statement for
description of options and restricted stock units. 
 (c) None. 







 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.	Retirement and Consulting Agreement between Ampco-Pittsburgh Corporation and Robert A. Paul effective January 1, 2015. 

  

	6.	Offer Letter between the Corporation and John S. Stanik dated November 25, 2014. 

  

	7.	Change in Control Agreement between Ampco-Pittsburgh Corporation and John S. Stanik dated January 31, 2015. 

  

	8.	Change in Control Agreement between Ampco-Pittsburgh Corporation and Maria Trainor. 

  

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


 

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


 

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


 

	12.	Amended and Restated Change in Control Agreement, dated as of November 4, 2015, by and among Ampco-Pittsburgh Corporation, Union Electric Steel Corporation, and Robert G. Carothers. 


 

	13.	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. 


 

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


 

	15.	Amendment No. 1 to Retirement and Consulting Agreement between Ampco-Pittsburgh Corporation and Robert A. Paul, dated March 2, 2016. 


 

	16.	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. 









	17.	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. 


 

	18.	Converting Note, issued by Ampco-Pittsburgh Corporation to Svenska Handelsbanken AB (publ) on March 3, 2016. 

  

	19.	Subordinated Promissory Note, issued by Ampco-Pittsburgh Corporation to Altor Fund II GP Limited on March 3, 2016. 

  

	20.	Subordinated Promissory Note, issued by Ampco-Pittsburgh Corporation to Svenska Handelsbanken AB (publ) on March 3, 2016. 

  

	21.	Note Sale and Purchase Agreement, dated March 3, 2016, by and among Ampco-Pittsburgh Corporation, Altor Fund II GP Limited and Svenska Handelsbanken AB (publ). 


 

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

  

	23.	Lease Agreement, dated as of July 28, 2015, by and between Austintown Oakwood, LLC and Alloys Unlimited and Processing, LLC. 

  

	24.	Lease, dated as of December 6, 1994, by and between National Forge Company and Union Electric Steel Corporation. 

  

	25.	Lease Amendment, dated as of October 1, 2012, by and between National Forge Company and Union Electric Steel Corporation. 

  

	26.	Industrial Electricity Incentive (IEI) Contract (Steam 2 to 3) between ASW Steel Inc. and Independent Electricity System Operator dated as of December 13, 2013; Amended and Restated January 1, 2016.


  

	27.	Transmission Connection Agreement between Hydro One Networks Inc. and ASW Steel Inc. dated February, 2015 

  

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


 

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

  

	30.	Retirement and Consulting Agreement effective May 1, 2016 with Robert G. Carothers. 

  

	31.	Change in Control Agreement, dated as of May 5, 2016, by and among Rodney L. Scagline, Ampco-Pittsburgh Corporation and Union Electric Steel Corporation. 








 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). 

  

	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).1 

  

	4.	Guarantee dated January 5, 2017, issued by Ampco-Pittsburgh Corporation to Nordea Bank in connection with the bank account opened by Akers AB, to cover exposures regarding advance payment, guarantees, letters of
credit, car financings and credit cards (SEK 13,000,000). 

  

	5.	Guarantee dated January 5, 2017, issued by Ampco-Pittsburgh Corporation to Nordea Bank in connection with the bank account opened by Akers Sweden AB, to cover exposures regarding advance payment, guarantees,
letters of credit, car financings and credit cards (SEK 3,000,000).