SECOND AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT PNC BANK, NATIONAL ASSOCIATION (AS LENDER AND AS AGENT) PNC CAPITAL MARKETS LLC (AS JOINT LEAD ARRANGER AND SOLE BOOK RUNNER) FIRST NATIONAL BANK OF PENNSYLVANIA (AS LENDER...

Exhibit 10.1

SECOND AMENDED AND RESTATED

REVOLVING CREDIT, TERM LOAN

AND

SECURITY AGREEMENT

PNC BANK, NATIONAL ASSOCIATION

(AS ▇▇▇▇▇▇ AND AS AGENT)

PNC CAPITAL MARKETS LLC

(AS JOINT LEAD ARRANGER AND SOLE BOOK RUNNER)

FIRST NATIONAL BANK OF PENNSYLVANIA

(AS LENDER AND AS SYNDICATION AGENT),

F.N.B. CAPITAL MARKETS

(AS JOINT LEAD ARRANGER)

S&T BANK

(AS LENDER)

WITH

AIR & LIQUID SYSTEMS CORPORATION

UNION ELECTRIC STEEL CORPORATION

ALLOYS UNLIMITED AND PROCESSING, LLC

▇▇▇▇▇ NATIONAL ROLL COMPANY

▇▇▇▇▇ SWEDEN ▇▇

▇▇▇▇▇ AB

AND

UNION ELECTRIC STEEL UK LIMITED

(BORROWERS)

AND

THE GUARANTORS FROM TIME TO TIME PARTY HERETO

Effective as of June 25, 2025

Revolver CUSIP #▇▇▇▇▇▇▇▇▇

Term CUSIP # ▇▇▇▇▇▇▇▇▇

LIST OF EXHIBITS AND SCHEDULES

Exhibits

Exhibit 1.2 Borrowing Base Certificate

Exhibit 1.2(a) Compliance Certificate

Exhibit 2.1(a) Revolving Credit Note

Exhibit 2.3 Term Note

Exhibit 2.4(a) Swing Loan Note

Exhibit 7.12(a) Borrower Joinder

Exhibit 7.12(b) Guarantor Joinder

Exhibit 8.1(c) Financial Condition Certificate

Exhibit 16.3 Commitment Transfer Supplement

Schedules

Schedule 1.1 Existing Letters of Credit

Schedule 1.1(S)(1) Excluded Domestic Subsidiaries

Schedule 1.1(S)(2) Excluded Foreign Subsidiaries

Schedule 1.2 Permitted Encumbrances

Schedule 1.3 Permitted Loans

Schedule 3.10 Tax Gross-up and Indemnities for UK Borrower

Schedule 4.4 Collateral Locations; Place of Business, Chief Executive Office, Real Property

Schedule 5.1 Consents

Schedule 5.2(a) States of Qualification and Good Standing

Schedule 5.2(b) Subsidiaries

Schedule 5.4 Federal Tax Identification Number

Schedule 5.6 Prior Names

Schedule 5.7 Environmental

Schedule 5.8(b)(i) Litigation

Schedule 5.8(b)(ii) Indebtedness

Schedule 5.8(d) Plans

Schedule 5.9 Intellectual Property, Source Code Escrow Agreements

Schedule 5.10 Licenses and Permits

Schedule 5.14 Labor Disputes

Schedule 5.24 Equity Interests

Schedule 5.25 Commercial Tort Claims

Schedule 5.26 Letter of Credit Rights

Schedule 5.27 Material Contracts

Schedule 7.3 Guarantees

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SECOND AMENDED AND RESTATED

REVOLVING CREDIT, TERM LOAN

AND

SECURITY AGREEMENT

Second Amended and Restated Revolving Credit, Term Loan and Security Agreement, dated as of June 25, 2025, 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"), ▇▇▇▇▇ NATIONAL ROLL COMPANY, a Delaware corporation ("National Roll"), ▇▇▇▇▇ SWEDEN AB, a company duly incorporated and organized under the laws of Sweden with registration number 556031-8080 ("▇▇▇▇▇ Sweden"), ▇▇▇▇▇ ▇▇, a company duly incorporated and organized under the laws of Sweden with registration number 556153-4792 ("▇▇▇▇▇ ▇▇") (▇▇▇▇▇ Sweden and ▇▇▇▇▇ ▇▇ are, each a "Swedish Borrower" and collectively, the "Swedish Borrowers"), and UNION ELECTRIC STEEL UK LIMITED, a limited liability company organized under the laws of England and Wales with registered company number 00162966 (the "UK Borrower") (ALS, UES, Alloys, National Roll, the Swedish Borrowers, and the UK Borrower and each Person joined hereto as a borrower from time to time, are collectively, the "Borrowers", and each a "Borrower"), the Guarantors (as defined 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").

WHEREAS, the Borrowers, the Guarantors, PNC and various other financial institutions party thereto (the "Existing Lenders"), and PNC, as agent for the Existing Lenders, entered into that certain First Amended and Restated Revolving Credit and Security Agreement, dated JUNE 29, 2021 (as amended, supplemented or otherwise modified prior to the date hereof, the "Existing Credit Agreement").

WHEREAS, the Borrowers have requested the Lenders to amend and restate the Existing Credit Agreement to provide, among other things, (1) a revolving credit facility to the Borrowers in an aggregate principal amount, subject to Section 2.24, not to exceed One Hundred Million and 00/100 Dollars ($100,000,000.00) and (2) a term loan facility to the Borrowers in an aggregate principal amount not to exceed Thirteen Million Five Hundred Thousand and 00/100 Dollars ($13,500,000.00). In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and agree as follows.

IN CONSIDERATION of the mutual covenants and undertakings herein contained, Loan Parties, Lenders and Agent hereby agree as follows:

"Accountants" shall have the meaning set forth in Section 9.7 hereof.

"Advance Rates" shall mean the Domestic Inventory Advance Rate, the Domestic Inventory NOLV Advance Rate, the Domestic Receivables Advance Rate, the Swedish Insured Foreign Receivables Advance Rate, the Swedish Inventory Advance Rate, the Swedish Inventory NOLV Advance Rate, the Swedish Receivables Advance Rate, the UK Insured Foreign Receivables Advance Rate, the UK Inventory Advance Rate, the UK Inventory NOLV Advance Rate, the UK Receivables Advance Rate and any other advance rate referenced in Section 2.1 of this Agreement from time to time.

"Advances" shall mean and include the Revolving Advances, the Term Loan, the Letters of Credit and the Swing Loans.

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"Aerofin" shall mean Aerofin Canada Services, Inc., a company duly incorporated and organized under the laws of Canada, and its successors and assigns.

"Affected Financial Institution" shall mean (a) any EEA Financial Institution or (b) any UK Financial Institution.

"Affected Lender" shall have the meaning set forth in Section 3.11 hereof.

"Affiliate" of any Person shall mean (a) any Person which, directly or indirectly, is in control of, is controlled by, or is under common control with such Person, or (b) any Person who is a director, manager, member, managing member, general partner or officer (i) of such Person, (ii) of any Subsidiary of such Person or (iii) of any Person described in clause (a) above. For purposes of this definition, control of a Person shall mean the power, direct or indirect, (x) to vote 5% or more of the Equity Interests having ordinary voting power for the election of directors of such Person or other Persons performing similar functions for any such Person, or (y) to direct or cause the direction of the management and policies of such Person whether by ownership of Equity Interests, contract or otherwise.

"Agent" shall have the meaning set forth in the preamble to this Agreement and shall include its successors and assigns.

"Agreement" shall mean this Second Amended and Restated Revolving Credit, Term Loan and Security Agreement, as the same may be further amended, restated, extended, supplemented or otherwise modified from time to time, including all schedules and exhibits.

"▇▇▇▇▇" 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.

"▇▇▇▇▇ 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.

"▇▇▇▇▇ ▇▇▇▇▇" shall mean ▇▇▇▇▇ ▇▇▇▇▇ Ravne d.o.o., a company duly incorporated and organized under the laws of Slovenia.

"Alloys" shall mean Alloys Unlimited and Processing, LLC, a Pennsylvania limited liability company, and its successors and assigns.

"ALS" shall mean Air & Liquid Systems Corporation, a Pennsylvania corporation, and its successors and assigns.

"Alternate Base Rate" shall mean, for any day, a rate per annum equal to the highest of (a) the Base Rate in effect on such day, (b) the sum of the Overnight Bank Funding Rate in effect on such day plus one half of one percent (0.5%), and (c) the sum of the Daily Simple SOFR in effect on such day plus one percent (1.0%), so long as a Daily Simple SOFR is offered, ascertainable and not unlawful; provided, however, if the Alternate Base Rate as determined above would be less than zero, then such rate shall be deemed to be zero. Any change in the Alternate Base Rate (or any component thereof) shall take effect at the opening of business on the day such change occurs.

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"Alternate Source" shall have the meaning set forth in the definition of Overnight Bank Funding Rate.

"Ampco Investment" shall mean Ampco-Pittsburgh Securities V Investment Corporation, a Delaware corporation, and its successors and assigns.

"Ampco-Pitt Corp." shall mean Ampco-Pittsburgh Corporation, a Pennsylvania corporation, and its successors and assigns.

"Ampco Preferred Shares" shall mean those certain shares, if any, of Ampco-Pitt Corp. preferred stock issued under terms and provisions that provide for certain dividends to be paid to the applicable shareholder(s) prior to the payment of dividends with respect to common stock of Ampco-Pitt Corp., which shares are contemplated to be offered and issued after the Closing Date.

"Ampco Securities" shall mean Ampco-Pittsburgh Securities V LLC, a Delaware limited liability company, and its successors and assigns.

"Ampco UES" shall mean Ampco UES Sub, Inc., a Delaware corporation, and its successors and assigns.

"Anti-Corruption Laws" shall mean (a) the U.S. Foreign Corrupt Practices Act of 1977, as amended; (b) the U.K. Bribery Act 2010, as amended; and (c) any other applicable Law relating to anti-bribery or anti-corruption in any jurisdiction in which any Borrower or Guarantor is located or doing business.

"Anti-Money Laundering Laws" shall mean (a) the Bank Secrecy Act and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001; (b) the U.K. Proceeds of Crime Act 2002, the Money Laundering Regulations 2017, as amended, and the Terrorist Asset-Freezing etc. Act 2010; and (c) any other applicable Law relating to anti-money laundering and countering the financing of terrorism in any jurisdiction in which any Borrower or Guarantor is located or doing business.

"Applicable Law" shall mean all Laws applicable to the Person, conduct, transaction, covenant, Other Document or contract in question, all provisions of all applicable state, 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.

"Applicable Margin" shall mean (a) the percentage spread to be added to Revolving Advances and Swing Loans consisting of Domestic Rate Loans based upon the Average Undrawn Availability for the most recently ended fiscal quarter according to the pricing grid set forth below under the heading "Applicable Margins for Swing Loans and Revolving Advances that are Domestic Rate Loans"; (b) the percentage spread to be added to Revolving Advances consisting of Term SOFR Rate Loans, Daily Rate Loans or Eurocurrency Rate Loans based upon the Average Undrawn Availability for the most recently ended fiscal quarter according to the pricing grid set forth below under the heading "Applicable Margins for Revolving Advances that are Term SOFR Rate Loans, Daily Rate Loans or Eurocurrency Rate Loans"; (c) the percentage spread to be added to Term Loans consisting of Domestic Rate Loans based upon the Average Undrawn Availability for the most recently ended fiscal quarter according to the pricing grid set forth below under the

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heading "Applicable Margins for Term Loans that are Domestic Rate Loans"; and (d) the percentage spread to be added to Term Loans consisting of Term SOFR Rate Loans based upon the Average Undrawn Availability for the most recently ended fiscal quarter according to the pricing grid set forth below under the heading "Applicable Margins for Term Loans that are Term SOFR Rate Loans".

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

The Applicable Margin as of the Closing Date shall be based upon the percentages associated with Level 3 pricing in the pricing grid above, and such Applicable Margin shall remain in effect until the first Adjustment Date occurring after the end of the first full fiscal quarter following the Closing Date.

If Borrowers shall fail to deliver a Quarter-End Borrowing Base Certificate required under Section 9.10 by the dates required pursuant to such section, each Applicable Margin for each type of Advance shall be conclusively presumed to equal the highest Applicable Margin specified in the pricing table set forth above until the date of delivery of such Quarter-End Borrowing Base Certificate, at which time the rate will be adjusted based upon the Average Undrawn Availability reflected on such Quarter-End Borrowing Base Certificate. Notwithstanding anything to the contrary contained herein, no downward adjustment in any Applicable Margin shall be made on any Adjustment Date on which any Event of Default shall have occurred and be continuing. Notwithstanding anything to the contrary contained herein, immediately and automatically upon the occurrence of any Event of Default and thereafter during the continuance thereof, each Applicable Margin for each type of Advance shall increase to and equal the highest Applicable

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Margin specified in the pricing table set forth above and shall continue at such highest Applicable Margin until the date (if any) on which such Event of Default shall be waived in accordance with the provisions of this Agreement, at which time the rate will be adjusted based upon the Average Undrawn Availability reflected on the most recently delivered Quarter-End Borrowing Base Certificate delivered by Borrowers to Agent pursuant to Section 9.9. Any increase in interest rates and/or other fees payable by Borrowers under this Agreement and the Other Documents pursuant to the provisions of the foregoing sentence shall be in addition to and independent of any increase in such interest rates and/or other fees resulting from the occurrence of any Event of Default (including, if applicable, any Event of Default arising from a breach of Section 9.9 hereof) and at all times thereafter during the continuance thereof and/or the effectiveness of the Default Rate provisions of Section 3.1 hereof or the default fee rate provisions of Section 3.2 hereof.

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

"Application Date" shall have the meaning set forth in Section 2.8(b) hereof.

"Approvals" shall have the meaning set forth in Section 5.7(b) hereof.

"Approved Electronic Communication" shall mean each notice, demand, communication, information, document and other material transmitted, posted or otherwise made or communicated by e-mail, E-Fax, the Credit Management Module of PNC's PINACLE® system, or any other equivalent electronic service agreed to by Agent, whether owned, operated or hosted by Agent, any Lender, any of their Affiliates or any other Person, that any party is obligated to, or otherwise chooses to, provide to Agent pursuant to this Agreement or any Other Document, including any

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financial statement, financial and other report, notice, request, certificate and other information material; provided that Approved Electronic Communications shall not include any notice, demand, communication, information, document or other material that Agent specifically instructs a Person to deliver in physical form.

"Authorized Officer" shall mean the President, Chief Financial Officer, Controller and Vice President-General ▇▇▇▇▇▇▇, or director of each of the Loan Parties or such other individuals, designated by written notice to the Agent from the Loan Parties, authorized to execute notices, reports and other documents on behalf of the Loan Parties required hereunder. The Loan Parties may amend such list of individuals from time to time by giving written notice of such amendment to the Agent.

"Average Undrawn Availability" shall mean, as of any date of determination, the sum of Undrawn Availability for each of the calendar days in the previous fiscal quarter, divided by the actual number of calendar days in such previous fiscal quarter.

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

"Bail-In Legislation" shall mean, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

"Base Rate" shall mean the base commercial lending rate of PNC as publicly announced to be in effect from time to time, such rate to be adjusted automatically, without notice, on the effective date of any change in such rate. This rate of interest is determined from time to time by PNC as a means of pricing some loans to its customers and is neither tied to any external rate of interest or index nor does it necessarily reflect the lowest rate of interest actually charged by PNC to any particular class or category of customers of PNC.

"Beneficial Owner" shall mean, for each Borrower, each of the following: (i) each individual, if any, who, directly or indirectly, owns 25% or more of such Borrower's Equity Interests; and (ii) a single individual with significant responsibility to control, manage, or direct such Borrower.

"Benefited Lender" shall have the meaning set forth in Section 2.6(e) hereof.

"Blocked Account Bank" shall have the meaning set forth in Section 4.8(h) hereof.

"Blocked Accounts" shall have the meaning set forth in Section 4.8(h) hereof.

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"Blocked Property" shall mean any property: (a) owned, directly or indirectly, by a Sanctioned Person; (b) due to or from a Sanctioned Person; (c) in which a Sanctioned Person otherwise holds any interest; (d) located in a Sanctioned Jurisdiction; or (e) that otherwise could cause any actual or possible violation by the Lenders or Agent of any applicable International Trade Law if the Lenders or Agent were to obtain an encumbrance on, lien on, pledge of, or security interest in such property, or provide services in consideration of such property.

"Borrower" or "Borrowers" shall have the meaning set forth in the preamble to this Agreement and shall extend to all permitted successors and assigns of such Persons.

"Borrower Joinder" shall mean a joinder by a Person as a Borrower under this Agreement and the Other Documents in the form of Exhibit 7.12(a).

"Borrowers' Account" shall have the meaning set forth in Section 2.10 hereof.

"Borrowing Agent" shall mean Ampco-Pitt Corp.

"Borrowing Base Certificate" shall mean a certificate in substantially the form of Exhibit 1.2 hereto duly executed by the Authorized Officer of the Borrowing Agent and delivered to the Agent, appropriately completed, by which such officer shall certify to Agent the Formula Amount and calculation thereof as of the date of such certificate.

"Borrowing Tranche" shall mean specified portions of Term Loans, Revolving Credit Loans, or Swing Loans, as the context may require, consisting of simultaneous loans under the same interest rate option and in the same currency, and in the case of Term Rate Loans, having the same Interest Period. For the avoidance of doubt, (a) all Revolving Credit Loans denominated in the same currency and to which a Daily Simple RFR Option applies shall constitute one Borrowing Tranche, (c) all Revolving Credit Loans denominated in the same currency and to which a Base Rate Option applies shall constitute one Borrowing Tranche, (d) all Term Loans denominated in the same currency and to which a Daily Simple RFR Option applies shall constitute one Borrowing Tranche, and (f) all Term Loans denominated in the same currency and to which a Base Rate Option applies shall constitute one Borrowing Tranche.

"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; provided that for purposes of any direct or indirect calculation or determination of, or when used in connection with any interest rate settings, fundings, disbursements, settlements, payments, or other dealings with respect to any (i) Term SOFR Rate Loan, the term “Business Day” means any such day that is also a U.S. Government Securities Business Day (ii) Eurocurrency Rate Loan, the term “Business Day” means any such day that is also a Eurocurrency Banking Day; and (iii) Daily RFR Loan, the term “Business Day” means any such day that is also a Daily RFR Business Day.

"Capital Expenditures" shall mean expenditures made or liabilities incurred for the acquisition of any fixed assets or improvements (or of any replacements or substitutions thereof or additions thereto) which have a useful life of more than one year and which, in accordance with GAAP, would be classified as capital expenditures. Capital Expenditures shall include the total principal portion of Capitalized Lease Obligations.

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"Capitalized Lease Obligation" shall mean any Indebtedness of any Loan Party represented by obligations under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP.

"Cash Collateralize" shall mean to pledge and deposit with or deliver to the Agent, for the benefit of the Issuer and the Lenders, as collateral for the Maximum Undrawn Amount for the outstanding Letters of Credit, cash or deposit account balances pursuant to documentation satisfactory to Agent and the Issuer (which documents are hereby consented to by the Lenders). Such cash collateral shall be maintained in blocked, interest-bearing deposit accounts at the Agent.

"Cash Management Liabilities" shall have the meaning provided in the definition of "Cash Management Products and Services."

"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 cards and stored value cards; (d) commercial cards (purchase 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. The Liens securing the Cash Management Products and Services shall be pari passu with the Liens securing all other Obligations under this Agreement and the Other Documents, subject to the express provisions of Section 11.5.

"CEA" shall mean the Commodity Exchange Act (7 U.S.C.§1 et seq.), as amended from time to time, and any successor statute.

"CFTC" shall mean the Commodity Futures Trading Commission.

"CERCLA" shall mean the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. §§9601 et seq.

"Certificate of Beneficial Ownership" shall mean, for each Borrower, a certificate in form and substance reasonably acceptable to the Agent (as amended or modified by the Agent from time to time in its reasonable discretion), certifying, among other things, the Beneficial Owner(s) of such Borrower.

"Change in Law" shall mean the occurrence, after the Closing Date, of any of the following: (a) the adoption or taking effect of any Applicable Law; (b) any change in any Applicable Law or in the administration, implementation, interpretation or application thereof by any Governmental Body; or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of Law) by any Governmental Body; provided that notwithstanding anything

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herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines, interpretations or directives thereunder or issued in connection therewith (whether or not having the force of Applicable Law) and (y) all requests, rules, regulations, guidelines, interpretations or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities (whether or not having the force of Law), in each case pursuant to Basel III, shall in each case be deemed to be a Change in Law regardless of the date enacted, adopted, issued, promulgated or implemented.

"Change of Control" shall mean any person or group of persons (within the meaning of Section 13(d) or 14(a) of the Exchange Act) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the SEC under the Exchange Act) of 35% or more of the voting Equity Interests of Ampco-Pitt Corp.

"Charges" shall mean all taxes, charges, fees, imposts, levies or other assessments, including all net income, gross income, gross receipts, sales, use, ad valorem, value added, transfer, franchise, profits, inventory, capital stock, license, withholding, payroll, employment, social security, unemployment, excise, severance, stamp, occupation and property taxes, custom duties, fees, assessments, liens, claims and charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts, imposed by any taxing or other authority, domestic or foreign (including the Pension Benefit Guaranty Corporation or any environmental agency or superfund), upon the Collateral, any Loan Party or any of its Affiliates.

"CIP Regulations" shall have the meaning set forth in Section 14.12 hereof.

"Closing Date" shall mean June 25, 2025, or such other date as may be agreed to in writing by the parties hereto.

"Closing Date Undrawn Availability" at a particular date shall mean an amount equal to (a) the lesser of (i) the Formula Amount or (ii) the Maximum Revolving Advance Amount minus the Maximum Undrawn Amount of all outstanding Letters of Credit, minus (b) the sum of (i) the outstanding amount of Advances plus (ii) all amounts due and owing to any Borrower's trade creditors which are outstanding sixty (60) days or more past their due date.

"Code" shall mean the Internal Revenue Code of 1986, as the same may be amended or supplemented from time to time, and any successor statute of similar import, and the rules and regulations thereunder, as from time to time in effect.

"Collateral" shall mean and include the collateral under the UK Security Documents, the Swedish Security Documents and all right, title and interest of each Loan Party (other than the UK Borrower, Davy Roll or the Swedish Borrowers) in all of the following property and assets of such Loan Party (other than 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;

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(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 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 the UK Borrower, ▇▇▇▇ ▇▇▇▇ 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 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 the UK Borrower, ▇▇▇▇ Roll or the Swedish Borrowers), would be sufficient to create a perfected Lien in any property or assets that such Loan Party (other than 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.

"Commitment Transfer Supplement" shall mean a document in the form of Exhibit 16.3 hereto, properly completed and otherwise in form and substance satisfactory to Agent by which the Purchasing Lender purchases and assumes a portion of the obligation of Lenders to make Advances under this Agreement.

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"Compliance Authority" shall mean (a) the United States government or any agency or political subdivision thereof, including, without limitation, the U.S. Department of State, the U.S. Department of Commerce, the U.S. Department of the Treasury and its Office of Foreign Assets Control, and the U.S. Customs and Border Protection agency; (b) the government of Canada or any agency thereof; (c) the European Union or any agency thereof; (d) the government of the United Kingdom or any agency thereof; (e) the United Nations Security Council; and (f) any other Governmental Body with jurisdiction to administer Anti-Corruption Laws, Anti-Money Laundering Laws or International Trade Laws with respect to the conduct of a Covered Entity.

"Compliance Certificate" shall mean a compliance certificate substantially in the form of Exhibit 1.2(a) hereto to be signed by the Chief Financial Officer or Controller of Borrowing Agent.

"Computation Date" shall have the meaning specified in Section 2.26 hereof.

"Conforming Changes" shall mean, with respect to the Term SOFR Rate, Daily Simple RFR, Eurocurrency Rate or any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Alternate Base Rate,” the definition of “Business Day,” the definition of “Interest Period” (or other applicable provision regarding interest periods available), the definition of “U.S. Government Securities Business Day,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Agent decides may be appropriate to reflect the adoption and implementation of the Term SOFR Rate Daily Simple RFR, Eurocurrency Rate or such Benchmark Replacement and to permit the administration thereof by the Agent in a manner substantially consistent with market practice (or, if the Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Agent determines that no market practice for the administration of the Term SOFR Rate Daily Simple RFR, Eurocurrency Rate or the Benchmark Replacement exists, in such other manner of administration as the Agent decides is reasonably necessary in connection with the administration of this Agreement and the Other Documents).

"Consents" shall mean all filings and all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Bodies and other third parties, domestic or foreign, necessary to carry on any Loan Party's business or necessary (including to avoid a conflict or breach under any agreement, instrument, other document, license, permit or other authorization) for the execution, delivery or performance of this Agreement, the Other Documents, including any Consents required under all applicable federal, state or other Applicable Law.

"Consigned Inventory" shall mean Inventory of any Loan Party that is in the possession of another Person on a consignment, sale or return, or other basis that does not constitute a final sale and acceptance of such Inventory.

"Contract Rate" shall have the meaning set forth in Section 3.1 hereof.

"Contribution Notice" shall mean a contribution notice issued by the Pensions Regulator under section 38 or section 47 of the Pensions Act 2004.

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"Controlled Group" shall mean, at any time, each Loan Party and all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control and all other entities which, together with any Loan Party, are treated as a single employer under Section 414 of the Code.

"Covenant Trigger Period" shall mean, in each case, the period (a) commencing upon (i) the occurrence of an Event of Default or Default or (ii) any day on which Undrawn Availability shall be less than the greater of (y) twelve and one-half of one percent (12.50%) of the Maximum Revolving Advance Amount or (z) Twelve Million Five Hundred Thousand and 00/100 Dollars ($12,500,000.00), and (b) terminating when both (i) Undrawn Availability shall have been greater than the greater of (y) twelve and one-half of one percent (12.50%) of the Maximum Revolving Advance Amount or (z) Twelve Million Five Hundred Thousand and 00/100 Dollars ($12,500,000.00) for thirty (30) consecutive days and (ii) no Event of Default or Default is continuing (including as a result of the waiver or cure thereof).

"Covered Entity" shall mean (a) each Borrower and each of such Borrower’s Subsidiaries; (b) each Guarantor and any Person who has pledged (or will pledge) Collateral hereunder or under any Other Document; and (c) each Person that, directly or indirectly, controls a Person described in clauses (a) and (b) above.

"Customer" shall mean and include the account debtor with respect to any Receivable and/or the prospective purchaser of goods, services or both with respect to any contract or contract right, and/or any party who enters into or proposes to enter into any contract or other arrangement with any Loan Party, pursuant to which such Loan Party is to deliver any personal property or perform any services.

"Customs" shall have the meaning set forth in Section 2.13(b) hereof.

"Daily Rate Loan" shall mean a Loan that bears interest at a rate based on the Base Rate or Daily Simple RFR.

"Daily RFR Adjustment" shall mean with respect to Daily RFR Loans, the applicable adjustment set forth in the table below:

"Daily RFR Administrator" shall mean the ▇▇▇▇▇ Administrator or the €STR Administrator, as applicable.

"Daily RFR Business Day" shall mean as applicable, for any Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to (i) Euro, a TARGET Day and (ii) Sterling, a day on which banks are open for general business in London.

"Daily RFR Day" has the meaning specified in the definition of "Daily Simple RFR".

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"Daily RFR Loan" shall mean a Loan that bears interest at a rate based on a Daily Simple RFR.

"Daily Simple RFR" shall mean, for any day (a "Daily RFR Day"), a rate per annum determined by the Agent (rounded upwards, at the Agent’s discretion, to the nearest 1/100 of 1%) equal to, for any Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to:

(a) ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ for the day (such day, adjusted as applicable as set forth herein, the "▇▇▇▇▇ Lookback Day") that is two (2) Business Days prior to (A) if such Daily RFR Day is a Business Day, such Daily RFR Day or (B) if such Daily RFR Day is not a Business Day, the Business Day immediately preceding such Daily RFR Day, in each case, as such ▇▇▇▇▇ is published by the ▇▇▇▇▇ Administrator on the ▇▇▇▇▇ Administrator’s Website;

(b) Euro, €STR for the day (such day, adjusted as applicable as set forth herein, the "€STR Lookback Day") that is two (2) Business Days prior to (A) if such Daily RFR Day is a Business Day, such Daily RFR Day or (B) if such Daily RFR Day is not a Business Day, the Business Day immediately preceding such Daily RFR Day, in each case, as such €STR is published by the €STR Administrator on the €STR Administrator’s Website;

provided, that if by 5:00 pm (local time for the applicable Daily Simple RFR) on the second (2nd) Business Day immediately following any Daily Simple RFR Lookback Day, the RFR in respect of such Daily Simple RFR Lookback Day has not been published on the applicable RFR Administrator’s Website and a Benchmark Replacement Date with respect to the applicable Daily Simple RFR has not occurred, then the RFR for such Daily Simple RFR Lookback Day will be the RFR as published in respect of the first preceding Business Day for which such RFR was published on the Daily RFR Administrator’s Website; provided further that any RFR determined pursuant to this sentence shall be utilized for purposes of calculation of Daily Simple RFR for no more than three (3) consecutive Daily RFR Days; provided further that if the Daily Simple RFR as determined above would be less than the Floor, such rate shall be deemed to be the Floor for purposes of this Agreement.

The Daily Simple RFR for each outstanding Daily RFR Loan shall be adjusted automatically as of the effective date of any change in the applicable RFR without notice to the Borrowers. Determination by Agent of the Daily Simple RFR shall be deemed conclusive absent manifest error.

"Daily Simple RFR Lookback Days" shall mean, collectively, the ▇▇▇▇▇ Lookback Day and the €STR Lookback Day, and each individually is a Daily Simple RFR Lookback Day.

"Daily Simple SOFR" shall mean, for any day (a “SOFR Rate Day”), the interest rate per annum determined by the Agent by dividing (the resulting quotient rounded upwards, at the Agent’s discretion, to the nearest 1/100th of 1%) (A) SOFR for the day (the “SOFR Determination Date”) that is two (2) Business Days prior to (i) such SOFR Rate Day if such SOFR Rate Day is a Business Day or (ii) the Business Day immediately preceding such SOFR Rate Day if such SOFR Rate Day is not a Business Day, by (B) a number equal to 1.00 minus the SOFR Reserve Percentage, in each case, as such SOFR is published by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate) on the website of the Federal

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Reserve Bank of New York, currently at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇, or any successor source identified by the Federal Reserve Bank of New York or its successor administrator for the secured overnight financing rate from time to time. If Daily Simple SOFR as determined above would be less than the Floor, then Daily Simple SOFR shall be deemed to be the Floor. If SOFR for any SOFR Determination Date has not been published or replaced with a Benchmark Replacement by 5:00 p.m. (Pittsburgh, Pennsylvania time) on the second Business Day immediately following such SOFR Determination Date, then SOFR for such SOFR Determination Date will be SOFR for the first Business Day preceding such SOFR Determination Date for which SOFR was published in accordance with the definition of “SOFR”; provided that SOFR determined pursuant to this sentence shall be used for purposes of calculating Daily Simple SOFR for no more than 3 consecutive SOFR Rate Days. If and when Daily Simple SOFR as determined above changes, any applicable rate of interest based on Daily Simple SOFR will change automatically without notice to the Borrowers, effective on the date of any such change.

"Davy Roll" shall mean The Davy Roll Company Limited, a limited liability company under the laws of England and Wales with registered company number 03800194, and its successors and assigns.

"Debt Payments" shall mean for any period, in each case, all cash actually expended by any Loan Party to make: (a) interest payments on any Advances hereunder, plus (b) scheduled principal payments on the Term Loan, plus (c) payments for all fees, commissions and charges set forth herein, plus (d) payments on Capitalized Lease Obligations, plus (e) payments with respect to any other Indebtedness for borrowed money.

"Default" shall mean an event, circumstance or condition which, with the giving of notice or passage of time or both, would constitute an Event of Default.

"Default Rate" shall have the meaning set forth in Section 3.1 hereof.

"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 or Term Loan 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 hereunder, unless, in the case of clause (i) above, such Lender notifies Agent in writing that such failure is the result of such ▇▇▇▇▇▇'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 ▇▇▇▇▇▇'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

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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.

"Depository Accounts" shall have the meaning set forth in Section 4.8(h) hereof.

"Designated Customer" shall mean, at any time of determination, any Customer disclosed in writing by the Loan Parties to the Agent (which written disclosure shall be updated from time to time as required herein) with a rating of (a) if such Customer is rated by both ▇▇▇▇▇'▇ and Standard & Poor's, "Baa3" or higher from ▇▇▇▇▇'▇ and "BBB-" or higher from Standard & Poor's, or (b) if such Customer is not rated by both ▇▇▇▇▇'▇ and Standard & Poor's, such Customer is rated "BBB-" or higher from Fitch and is rated (x) "Baa3" or higher from ▇▇▇▇▇'▇, or (y) "BBB-" or higher from Standard & Poor's.

"Designated Lender" shall have the meaning set forth in Section 16.2(d) hereof.

"Document" shall have the meaning given to the term "document" in the Uniform Commercial Code.

"Dollar" and the sign "$" shall mean lawful money of the United States of America.

"Dollar Equivalent" shall mean, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable Optional Currency as determined by the Agent or the Issuer, as the case may be, in its sole discretion by reference to the applicable Bloomberg page (or such other publicly available service for displaying exchange rates as determined by the Agent from time to time), to be the exchange rate for the purchase of such Optional Currency with Dollars on the date that is (i) with respect to Daily RFR Loans and Letters of Credit to which a Daily Simple RFR would apply, the applicable Daily Simple RFR Lookback Day and (ii) with respect to Eurocurrency Rate Loans and Letters of Credit to which a Eurocurrency Rate would apply, the applicable Eurocurrency Rate Lookback Day, and (iii) otherwise, on the date which is two (2) Business Days immediately preceding the date of determination, or otherwise with respect to Loans to which any other Interest rate option applies, the lookback date applicable thereto, in each case, prior to the date as of which the foreign exchange computation is made; provided, however, that if no such rate is available, the “Dollar Equivalent” shall be determined by the Agent or the Issuer, as the case may be, using any reasonable method of determination it deems appropriate in its sole discretion (and such determination shall be conclusive absent manifest error).

"Domestic Inventory Advance Rate" shall have the meaning set forth in Section 2.1(a)(y)(ii) hereof.

"Domestic Inventory NOLV Advance Rate" shall have the meaning set forth in Section 2.1(a)(y)(ii) hereof.

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"Domestic Rate Loan" shall mean any Advance that bears interest based upon the Alternate Base Rate.

"Domestic Receivables Advance Rate" shall have the meaning set forth in Section 2.1(a)(y)(i) hereof.

"Domestic Subsidiary" shall mean of any Person, a corporation or other entity, organized or incorporated in the United States, any State or territory thereof or the District of Columbia, of whose Equity Interests having ordinary voting power (other than Equity Interests having such power only by reason of the happening of a contingency) to elect a majority of the directors of such corporation, or other Persons performing similar functions for such entity, are owned, directly or indirectly, by such Person of any Loan Party.

"Drawing Date" shall have the meaning set forth in Section 2.14(b) hereof.

"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) 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) ▇▇▇▇▇ ▇▇▇▇▇ 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 (g) pension and other post-retirement benefit expense to the extent expensed but not capitalized during such period, plus (h) non-cash asbestos-related charges and credits to the extent expensed but not capitalized during such period, plus (i) 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 (j) 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.

"EEA Financial Institution" shall mean (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" shall mean any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

"EEA Resolution Authority" shall mean 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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"Effective Date" shall mean the date indicated in a document or agreement to be the date on which such document or agreement becomes effective, or, if there is no such indication, the date of execution of such document or agreement.

"Eligibility Date" shall mean, with respect to each Borrower and Guarantor and each Swap, the date on which this Agreement or any Other Document becomes effective with respect to such Swap (for the avoidance of doubt, the Eligibility Date shall be the Effective Date of such Swap if this Agreement or any Other Document is then in effect with respect to such Borrower or Guarantor, and otherwise it shall be the Effective Date of this Agreement and/or such Other Document(s) to which such Borrower or Guarantor is a party).

"Eligible Contract Participant" shall mean an "eligible contract participant" as defined in the CEA and regulations thereunder.

"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 Domestic Insured Foreign Receivable or Receivables" shall mean Receivables of a US Borrower that meet the requirements of Eligible Domestic 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 Domestic Inventory" shall mean and include Inventory of US Borrowers, 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 Domestic 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 Foreign In-Transit Inventory or in-transit within the United States unless such Inventory is in transit from a domestic location owned by a Borrower or a domestic location identified on Schedule 4.4 (as such Schedule may be updated from time to time) to a domestic location owned by a Borrower or a domestic location identified on Schedule 4.4 (as such Schedule may be updated from time to time) or is located at a third party processor 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 US Formula Amount with respect thereto as Agent shall deem appropriate in its sole discretion); (c) is located outside the continental United States or at a location that is not otherwise in compliance with this Agreement; (d) constitutes Consigned Inventory unless a waiver has been obtained from the holder of such Inventory (other than Consigned Inventory not in excess 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

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applicable US 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 US Formula Amount with respect thereto as Agent shall deem appropriate in its sole discretion); (g) is situated at a location not owned by a US 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 US 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 Domestic Receivables" shall mean and include, each Receivable of a US Borrower arising in the Ordinary Course of Business and which Agent, in its sole credit judgment, shall deem to be an Eligible Domestic 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 Domestic Receivable if:

(a) it arises out of a sale made by any US 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 Domestic Receivables, either (i) due and payable by Designated Customers and not due or unpaid more than one hundred fifty (150) days after the original invoice date or sixty (60) days after the original due date, or (ii) supported by a letter of credit and not due or unpaid more than one hundred eighty (180) days after the original invoice date or sixty (60) days after the original due date, in each case, shall be deemed to be Eligible Domestic Receivables to the extent that the amount of any such Receivables does not exceed Five Million and 00/100 Dollars ($5,000,000.00), singularly or in the aggregate, at any time;

(c) fifty percent (50%) or more of the Receivables from such Customer are not deemed Eligible Domestic 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 of Canada that has not adopted the Personal Property Security Act of Canada, unless the sale is on letter of credit, guaranty or acceptance terms, in each case acceptable to Agent in its sole discretion or such Receivable constitutes an Eligible Domestic Insured Foreign Receivable to the extent that the amount of all such Receivables with respect to all such Customers does not exceed Twenty Million and 00/100 Dollars ($20,000,000.00) in the aggregate at any time;

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(g) the sale to the Customer is on a bill-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment or any other repurchase or return basis or is evidenced by chattel paper; provided that Agent, may from time to time, in its Permitted Discretion, permit Receivables that, but for compliance with this subsection (g), are otherwise Eligible Domestic Receivables, due and payable by certain Customers acceptable to the Agent in its Permitted Discretion to be deemed to be Eligible Domestic Receivables to the extent that the amount of all such Receivables with respect to all such Customers does not exceed One Million and 00/100 Dollars ($1,000,000.00), singularly or in the aggregate, at any time;

(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 United States of America, any state or any department, agency or instrumentality of any of them, unless the applicable Borrower assigns its right to payment of such Receivable to Agent pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. Sub-Section 3727 et seq. and 41 U.S.C. Sub-Section 15 et seq.) or has otherwise complied with other applicable statutes or ordinances; provided, however, so long as the Borrowers shall have caused to be delivered any documents required to comply with any federal, state or local law governing assignment of claims due from such Customer (including, without limitation, the Assignment of Claims Act of 1940 (31 U.S.C. §203 et seq., as amended) to be held by the Agent in escrow and only to be provided to any such Customer upon the occurrence and continuance of any applicable Trigger Period, Receivables that, but for compliance with this subsection (i), are otherwise Eligible Domestic Receivables, shall be deemed to be Eligible Domestic Receivables to the extent that the amount of all such Receivables with respect to all such Customers does not exceed Three Million and 00/100 Dollars ($3,000,000.00), singularly or in the aggregate, at any time;

(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 the applicable US Borrower and accepted by the Customer or the Receivable otherwise does not represent a final sale; provided, however, Receivables consisting of progress ▇▇▇▇▇▇▇▇ that, but for compliance with this subsection (j), are otherwise Eligible Domestic Receivables shall be deemed to be Eligible Domestic Receivables to the extent that the amount of all such Receivables does not exceed Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00), singularly or in the aggregate, at any time;

(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) the applicable US Borrower has made any agreement with any Customer for any deduction therefrom, except for discounts or allowances made in the Ordinary Course of

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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 US 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.

"Eligible Equipment" shall mean and include with respect to each Borrower, all such equipment owned and held by such Borrower at one of Borrower's locations in the United States or the United Kingdom that (i) Agent, in its Permitted Discretion, deems to be eligible based on any credit or collateral considerations as agent deems reasonable and appropriate from time to time and (ii) is subject to a perfected, first priority security interest in favor of Agent, free of all Liens of any Person other than Permitted Encumbrances.

"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, 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

21

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 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, either (i) due and payable by Designated Customers and not due or unpaid more than one hundred fifty (150) days after the original invoice date or sixty (60) days after the original due date, or (ii) supported by a letter of credit and not due or unpaid more than one hundred eighty (180) days after the original invoice date or sixty (60) days after the original due date, in each case, 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

22

UK Receivables under subpart (b) of the 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 shall be deemed to be Eligible Swedish Receivables;

(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) [reserved];

(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;

(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;

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(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.

"Eligible UK Insured Foreign Receivable or Receivables" shall mean Receivables of the UK Borrower that meet the requirements of Eligible UK 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 UK Inventory" shall mean and include Inventory of UK Borrower, 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 UK 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 the United Kingdom unless such Inventory is in transit from a United Kingdom location owned by a Borrower or a United Kingdom location identified on Schedule 4.4 (as such Schedule may be updated from time to time) to a United Kingdom location owned by a Borrower or a United Kingdom 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 the United Kingdom 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 UK Formula Amount with respect thereto as Agent shall deem appropriate in its sole discretion); (c) is located outside the United Kingdom or at a location that is not otherwise in compliance with this Agreement unless such Inventory is in transit from a United Kingdom location owned by a Borrower or a United Kingdom 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 UK 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 UK 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

24

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 UK 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 UK Formula Amount with respect thereto as Agent shall deem appropriate in its sole discretion); (g) is situated at a location not owned by the UK 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 UK 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 UK Receivables" shall mean and include, each Receivable of the UK Borrower arising in the Ordinary Course of Business and which Agent, in its sole credit judgment, shall deem to be an Eligible UK 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 UK Receivable if:

(a) it arises out of a sale made by the UK 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 UK Receivables, either (i) due and payable by Designated Customers and not due or unpaid more than one hundred fifty (150) days after the original invoice date or sixty (60) days after the original due date, or (ii) supported by a letter of credit and not due or unpaid more than one hundred eighty (180) days after the original invoice date or sixty (60) days after the original due date, in each case, shall be deemed to be Eligible UK Receivables to the extent that the Dollar Equivalent amount of any such Receivables, together with the Dollar Equivalent amount of any Receivables comprising Eligible Swedish Receivables under subpart (b) of the 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 UK 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 England and Wales, 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

25

Eligible UK Receivables, due and payable by Designated Customers shall be deemed to be Eligible UK Receivables ;

(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) [reserved];

(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 the UK Borrower and accepted by the Customer or the Receivable otherwise does not represent a final sale;

(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) the UK 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 the UK Borrower in Sterling; 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 Complaint" shall have the meaning set forth in Section 9.3(b) hereof.

"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, 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.

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"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 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.

"EPCRS" shall mean the Employee Plans Compliance Resolution System established by the Internal Revenue Service under Revenue Procedure 2013-12, modified by Revenue Procedure 2015-27 and as further modified or amended by any successor guidance thereto as from time to time in effect.

"ERISA" shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended or supplemented from time to time and the rules and regulations promulgated thereunder. For greater certainty, all provisions of this Agreement with respect to ERISA shall not apply to any Loan Party that is not organized under the Laws of the United States of America, each State thereof or the District of Columbia.

"EU Bail-In Legislation Schedule" shall mean the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

"Euro" shall refer to the lawful currency of the Participating Member States.

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"Eurocurrency Banking Day" shall mean any day which is, as applicable, for Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect Swedish Krona, any day on which banks are open for business in Sweden.

"Eurocurrency Rate" shall mean, for any Eurocurrency Rate Borrowing for any Interest Period, a rate per annum determined by the Agent (rounded upwards, at the Agent’s discretion, to the nearest 1/100 of 1%) equal to, for any Obligations, interest, fees, commissions, or other amounts denominated in, or calculated with respect to Swedish Krona, the Stockholm Interbank Offered Rate ("▇▇▇▇▇▇") (or the successor thereto as approved by the Agent) which appears on the Bloomberg Page BTMM SW (or on any successor or substitute page or service providing rate quotations comparable to those currently provided by such service, as determined by the Agent from time to time), for a period equal in length to such Interest Period, at approximately 11:00 a.m. (Stockholm, Sweden time), two (2) Eurocurrency Banking Days prior to the commencement of such Interest Period, as the rate for deposits in Swedish Krona with a maturity comparable to such Interest Period; provided, that if by such time ▇▇▇▇▇▇ in respect of such day has not been so published, or such day is not a Business Day, then ▇▇▇▇▇▇ for such day will be ▇▇▇▇▇▇ as published in respect of the first preceding Business Day for which such rate was published thereon; provided further that ▇▇▇▇▇▇ so determined based on the first preceeding Business Day shall be utilized for purposes of calculation of the Eurocurrency Rate for no more than three (3) consecutive Business Days (any such day, collectively, the "▇▇▇▇▇▇ Lookback Day"); provided that if the Eurocurrency Rate as determined above would be less than the Floor, such rate shall be deemed to be the Floor for purposes of this Agreement. The Eurocurrency Rate for any Advances shall be based upon the Eurocurrency Rate for the currency in which such Advances are requested. The Eurocurrency Rate for each outstanding Eurocurrency Rate Loan shall be adjusted automatically without notice to the Borrowers on and as of the first day of each Interest Period. Determination of the Eurocurrency Rate by the Agent shall be deemed conclusive absent manifest error.

"Eurocurrency Rate Lookback Days" shall mean ▇▇▇▇▇▇ Lookback Day.

"Eurocurrency Rate Borrowing" shall mean, as to any Borrowing Tranche, a Eurocurrency Rate Advance comprising such Borrowing Tranche.

"Eurocurrency Rate Loan" shall mean a Advance that bears interest at a rate based on the Eurocurrency Rate.

"European Sublimit" shall mean a Dollar Equivalent amount equal to Thirty Million and 00/100 Dollars ($30,000,000.00); 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).

"Erroneous Payment" has the meaning assigned to it in Section 14.14(a).

"Erroneous Payment Deficiency Assignment" has the meaning assigned to it in Section 14.14(d).

"Erroneous Payment Impacted Class" has the meaning assigned to it in Section 14.14(d).

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"Erroneous Payment Return Deficiency" has the meaning assigned to it in Section 14.14(d).

"Erroneous Payment Subrogation Rights" has the meaning assigned to it in Section 14.14(d).

"€STR" shall mean a rate equal to the Euro Short Term Rate as administered by the €STR Administrator.

"€STR Administrator" shall mean the European Central Bank (or any successor administrator of the Euro Short Term Rate selected by the Agent in its reasonable discretion).

"€STR Administrator’s Website" shall mean the European Central Bank’s website, at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇▇▇▇.▇▇, or any successor source for the Euro Short Term Rate identified as such by the €STR Administrator from time to time.

"Event of Default" shall have the meaning set forth in Article X hereof.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

"Exchange Rate" shall mean the prevailing spot rate of exchange of such bank as Agent may reasonably select for the purpose of conversion of one currency to another, at or around 12:00 p.m. Eastern time, on the date on which any such conversion of currency is to be made under this Agreement.

"Excluded Domestic Subsidiary" shall mean any Domestic Subsidiary listed on Schedule 1.1(S)(1).

"Excluded Foreign Subsidiary" shall mean any Foreign Subsidiary listed on Schedule 1.1(S)(2) (other than the UK Borrower, ▇▇▇▇ ▇▇▇▇, the Swedish Borrowers and ▇▇▇▇▇ ▇▇▇▇▇).

"Excluded Hedge Liability or Liabilities" shall mean, with respect to each Borrower and Guarantor, each of its Swap Obligations if, and only to the extent that, all or any portion of this Agreement or any Other Document that relates to such Swap Obligation is or becomes illegal under the CEA, or any rule, regulation or order of the CFTC, solely by virtue of such Borrower's and/or Guarantor's failure to qualify as an Eligible Contract Participant on the Eligibility Date for such Swap. Notwithstanding anything to the contrary contained in the foregoing or in any other provision of this Agreement or any Other Document, the foregoing is subject to the following provisos: (a) if a Swap Obligation arises under a master agreement governing more than one Swap, this definition shall apply only to the portion of such Swap Obligation that is attributable to Swaps for which such guaranty or security interest is or becomes illegal under the CEA, or any rule, regulations or order of the CFTC, solely as a result of the failure by such Borrower or Guarantor for any reason to qualify as an Eligible Contract Participant on the Eligibility Date for such Swap; (b) if a guarantee of a Swap Obligation would cause such obligation to be an Excluded Hedge Liability but the grant of a security interest would not cause such obligation to be an Excluded Hedge Liability, such Swap Obligation shall constitute an Excluded Hedge Liability for purposes of the guaranty but not for purposes of the grant of the security interest; and (c) if there is more than one Borrower or Guarantor executing this Agreement or the Other Documents and a Swap

29

Obligation would be an Excluded Hedge Liability with respect to one or more of such Persons, but not all of them, the definition of Excluded Hedge Liability or Liabilities with respect to each such Person shall only be deemed applicable to (i) the particular Swap Obligations that constitute Excluded Hedge Liabilities with respect to such Person, and (ii) the particular Person with respect to which such Swap Obligations constitute Excluded Hedge Liabilities.

"Excluded Property" shall mean any non-material lease, license, contract or agreement to which any Loan Party is a party, and any of its rights or interests thereunder, if and to the extent that a security interest therein is prohibited by or in violation of (x) any Applicable Law, or (y) a term, provision or condition of any such lease, license, contract or agreement (unless in each case, such Applicable Law, term, provision or condition would be rendered ineffective with respect to the creation of such security interest pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code (or any successor provision or provisions) of any relevant jurisdiction or any other Applicable Law or principles of equity), provided, however, that the foregoing shall cease to be treated as "Excluded Property" (and shall constitute Collateral) immediately at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, such security interest shall attach immediately to any portion of such lease, license, contract or agreement not subject to the prohibitions specified in (x) or (y) above, provided, further that Excluded Property shall not include any proceeds of any such lease, license, contract or agreement or any goodwill of Loan Parties' business associated therewith or attributable thereto or consisting of assets of any of the Excluded Subsidiaries.

"Excluded Subsidiary" shall mean any Excluded Domestic Subsidiary, any Excluded Foreign Subsidiary and, during the period commencing on the date of formation or acquisition of any Transitory First Tier Foreign Subsidiary through and including the earlier of: (i) the date which is three hundred sixty-five (365) consecutive days after the date of formation or acquisition of such Transitory First Tier Foreign Subsidiary or (ii) the date such Transitory First Tier Foreign Subsidiary has either (y) ceased to be a Transitory First Tier Foreign Subsidiary of the applicable Loan Party as a result of either (1) the joinder of such Transitory First Tier Foreign Subsidiary as a Loan Party in accordance with the terms and provisions of Section 7.12, or (2) transfer of all (but not less than all) of the equity interests of such Transitory First Tier Foreign Subsidiary to one or more first tier Foreign Subsidiaries; or (z) been scheduled as an Excluded Foreign Subsidiary, any Transitory First Tier Foreign Subsidiary.

"Excluded Taxes" shall mean, with respect to Agent, any Lender, Participant, Swing Loan Lender, Issuer or any other recipient of any payment to be made by or on account of any Obligations, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which such recipient is organized or in which its principal office or applicable lending office is located or, in the case of any Lender, Participant, Swing Loan Lender or Issuer, in which its applicable lending office is located, (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which any Loan Party is located, (c) in the case of a Foreign Lender, any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party hereto (or designates a new lending office) or is attributable to such Foreign Lender's failure or inability (other than as a result of a Change in Law) to comply with Section 3.10(e), except to the extent that such Foreign Lender or Participant (or its assignor or seller of a participation, if

30

any) was entitled, at the time of designation of a new lending office (or assignment or sale of a participation), to receive additional amounts from Loan Parties with respect to such withholding tax pursuant to Section 3.10(a), or (d) any Taxes imposed on any "withholding payment" payable to such recipient as a result of the failure of such recipient to satisfy the requirements set forth in the FATCA after December 31, 2012.

"Existing Credit Agreement" shall have the meaning assigned to such term in the recitals hereof.

"Existing Letters of Credit" shall mean: (i) 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 Closing Date; and/or (ii) the letters of credit which were issued by PNC under the Existing Credit Agreement prior to the date hereof upon the application of a Loan Party and are outstanding on the Closing Date, each of which letters of credit are set forth on Schedule 1.1 hereof.

"Facility Fee" shall have the meaning set forth in Section 3.3 hereof.

"FATCA" shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations thereunder or official interpretations thereof.

"Fee Letter" shall mean the fourth amended and restated fee letter dated the Closing Date executed by Ampco-Pitt Corp. (for itself and on behalf of the other Loan Parties) and PNC.

"Financial Support Direction" shall mean a financial support direction issued by the Pensions Regulator under section 43 of the Pensions Act 2004.

"Fitch" shall mean Fitch Ratings Inc., and its successors.

"Fixed Charge Coverage Ratio" shall mean, with respect to any fiscal period, the ratio of (a) EBITDA, minus cash taxes paid or required to be paid (including tax distributions but excluding taxes to the extent the same are excluded when determining EBITDA), minus dividends (including, without limitation, any dividend or other application of any funds, property or assets to the purchase, redemption or other retirement of any Equity Interest, or of any options to purchase or acquire any Equity Interest of any applicable Loan Party), minus an amount equal to the sum of (i) Unfunded Capital Expenditures (including fifteen percent (15%) of the Net Invoice Cost of Equipment purchased using proceeds of Advances during any applicable fiscal period) plus (ii) an amount equal to the amount by which (y) the Net Invoice Cost of such Equipment exceeds the appraised value of such Equipment, in each case for the Loan Parties and their Subsidiaries on a consolidated basis to (b) Fixed Charges.

"Fixed Charges" shall mean, with respect to any fiscal period, the sum of interest expense, scheduled principal installments on Indebtedness, including capitalized lease obligations, share repurchases, cash contributed to 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

31

claims) for any asbestos related liability, in each case for the Loan Parties and their Subsidiaries on a consolidated basis in accordance with GAAP.

"Floor" shall mean a rate of interest per annum equal to zero basis points (0.00%).

"Foreign Currency Hedge" shall mean any foreign exchange transaction, including spot and forward foreign currency purchases and sales, listed or over-the-counter options on foreign currencies, non-deliverable forwards and options, foreign currency swap agreements, currency exchange rate price hedging arrangements, and any other similar transaction providing for the purchase of one currency in exchange for the sale of another currency entered into by any Borrower, Guarantor and/or any of their respective Subsidiaries.

"Foreign Currency Hedge Liabilities" shall have the meaning assigned in the definition of Lender-Provided Foreign Currency Hedge.

"Foreign In-Transit Inventory" shall mean Inventory of a US Borrower that is in transit from a location outside the United States to any location within the United States of such US Borrower or a Customer of such US Borrower.

"Foreign Lender" shall mean any Lender that is organized under the Laws of a jurisdiction other than that in which Loan Parties are resident for tax purposes. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

"Foreign Subsidiary" shall mean of any Person, a corporation or other entity, that is neither (i) a Domestic Subsidiary nor (ii) an Excluded Domestic Subsidiary, of whose Equity Interests having ordinary voting power (other than Equity Interests having such power only by reason of the happening of a contingency) to elect a majority of the directors of such corporation, or other Persons performing similar functions for such entity, are owned, directly or indirectly, by such Person.

"Formula Amount" shall have the meaning set forth in Section 2.1(a)(C) hereof.

"GAAP" shall mean generally accepted accounting principles in the United States of America in effect from time to time.

"Government Official" shall mean any officer, employee, official, representative, or any Person acting for or on behalf of any Governmental Body, government-owned or government-controlled association, organization, business, or enterprise, or public international organization, any political party or official thereof and any candidate for political office.

"Governmental Acts" shall mean any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Body.

"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

32

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, ▇▇▇▇ Roll and any other Person who may hereafter guarantee, as surety, payment or performance of the whole or any part of the Obligations and "Guarantors" means collectively all such Persons.

"Guarantor Joinder" shall mean a joinder by a Person as a Guarantor under this Agreement and the Other Documents in the form of Exhibit 7.12(b).

"Guarantor Security Agreement" shall mean any security agreement executed by any Guarantor in favor of Agent securing the Obligations or the Guaranty of such Guarantor, in form and substance satisfactory to Agent.

"Guaranty" shall mean any guaranty of the Obligations executed by a Guarantor (whether on the Original Closing Date or otherwise) in favor of Agent for its benefit and for the ratable benefit of Lenders, in form and substance satisfactory to Agent.

"Hazardous Discharge" shall have the meaning set forth in Section 9.3(b) hereof.

"Hazardous Materials" shall mean, without limitation, any flammable explosives, radon, radioactive materials, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, petroleum and petroleum products, methane, hazardous materials, Hazardous Wastes, hazardous or Toxic Substances or related materials as defined in or subject to regulation under Environmental Laws.

"Hazardous Wastes" shall mean all waste materials subject to regulation under CERCLA, RCRA Subtitle C, 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.

"Hedge Liabilities" shall mean collectively, the Foreign Currency Hedge Liabilities and the Interest Rate Hedge Liabilities.

"Indebtedness" shall mean, as to any Person at any time, any and all indebtedness, obligations or liabilities (whether matured or unmatured, liquidated or unliquidated, direct or indirect, absolute or contingent, or joint or several) of such Person for or in respect of: (a) borrowed money; (b) amounts received under or liabilities in respect of any note purchase or acceptance credit facility, and all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments; (c) all Capitalized Lease Obligations; (d) reimbursement obligations (contingent or otherwise) under any letter of credit agreement, banker's acceptance agreement or similar arrangement; (e) obligations under any Interest Rate Hedge, Foreign Currency Hedge, or other interest rate management device, foreign currency exchange agreement, currency swap agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement, determined on a marked to market basis; (f) any other

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advances of credit made to or on behalf of such Person or other transaction (including forward sale or purchase agreements, capitalized leases and conditional sales agreements) having the commercial effect of a borrowing of money entered into by such Person to finance its operations or capital requirements including to finance the purchase price of property or services and all obligations of such Person to pay the deferred purchase price of property or services (but not including trade payables and accrued expenses incurred in the Ordinary Course of Business which are not represented by a promissory note or other evidence of indebtedness and which are not more than ninety (90) days past due); (g) all Equity Interests of such Person subject to repurchase or redemption rights or obligations (excluding repurchases or redemptions at the sole option of such Person); (h) all indebtedness, obligations or liabilities secured by a Lien on any asset of such Person, whether or not such indebtedness, obligations or liabilities are otherwise an obligation of such Person; (i) all obligations of such Person for "earnouts", purchase price adjustments, profit sharing arrangements, deferred purchase money amounts and similar payment obligations or continuing obligations of any nature of such Person arising out of purchase and sale contracts; (j) obligations arising under bonus, deferred compensation, incentive compensation or similar arrangements, other than those arising in the Ordinary Course of Business; and (k) any guaranty of any indebtedness, obligations or liabilities of a type described in the foregoing clauses (a) through (j).

"Increasing Lender" shall have the meaning set forth in Section 2.24(a) hereof.

"Indemnified Taxes" shall mean Taxes other than Excluded Taxes.

"Ineligible Security" shall mean any security which may not be underwritten or dealt in by member banks of the Federal Reserve System under Section 16 of the Banking Act of 1933 (12 U.S.C. Section 24, Seventh), as amended.

"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 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 ▇▇▇▇▇▇ 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.

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"Intellectual Property" shall mean property constituting a patent, copyright, trademark (or any application in respect of the foregoing), service mark, copyright, copyright application, trade name, mask work, trade secrets, design right, assumed name or license or other right to use any of the foregoing under Applicable Law.

"Intellectual Property Claim" shall mean the assertion, by any means, by any Person of a claim that any Loan Party's ownership, use, marketing, sale or distribution of any Inventory, equipment, Intellectual Property or other property or asset is violative of any ownership of or right to use any Intellectual Property of such Person.

"Interest Period" shall mean the period provided for any Term SOFR Rate Loan pursuant to Section 2.2(b) hereof.

"Interest Rate Hedge" shall mean an interest rate exchange, collar, cap, swap, floor, adjustable strike cap, adjustable strike corridor, cross-currency swap or similar agreements entered into by any Borrower, Guarantor and/or their respective Subsidiaries in order to provide protection to, or minimize the impact upon, such Borrower, any Guarantor and/or their respective Subsidiaries of increasing floating rates of interest applicable to Indebtedness.

"Interest Rate Hedge Liabilities" shall have the meaning assigned in the definition of Lender-Provided Interest Rate Hedge.

"International Trade Laws" shall mean all Laws relating to economic and financial sanctions, trade embargoes, export controls, customs and anti-boycott measures.

"Inventory" shall mean and include as to each Loan Party all of such Loan Party's inventory (as defined in Article 9 of the Uniform Commercial Code) and all of such Loan Party's goods, merchandise and other personal property, wherever located, to be furnished under any consignment arrangement, contract of service or held for sale or lease, all raw materials, work in process, finished goods and materials and supplies of any kind, nature or description which are or might be used or consumed in such Loan Party's business or used in selling or furnishing such goods, merchandise and other personal property, and all Documents.

"Issuer" shall mean (i) Agent in its capacity as the issuer of Letters of Credit under this Agreement and (ii) any other Lender which Agent in its discretion shall designate as the issuer of and cause to issue any particular Letter of Credit under this Agreement in place of Agent as issuer.

"Law(s)" shall mean any law(s) (including common law and equitable principles), constitution, statute, treaty, regulation, rule, ordinance, opinion, issued guidance, code, release, ruling, order, executive order, injunction, writ, decree, bond, judgment, authorization or approval, lien or award of or any settlement arrangement, by agreement, consent or otherwise, with any Governmental Body, foreign or domestic.

"Leasehold Interests" shall mean all of each Loan Party's right, title and interest in and to, and as lessee of, the premises identified as leased Real Property on Schedule 4.4 hereto.

"Lender" and "Lenders" shall have the meaning ascribed to such term in the preamble to this Agreement and shall include each Person which becomes a transferee, successor or assign of any Lender. For the purpose of provision of this Agreement or any Other Document which

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provides for the granting of a security interest or other Lien to the Agent for the benefit of Lenders as security for the Obligations, "Lenders" shall include any Affiliate of a Lender to which such Obligation (specifically including any Hedge Liabilities and any Cash Management Liabilities) is owed.

"Lender-Provided Foreign Currency Hedge" shall mean a Foreign Currency Hedge which is provided by any Lender and for which such ▇▇▇▇▇▇ confirms to Agent in writing prior to the execution thereof that it: (a) is documented in a standard International Swap Dealers Association, Inc. Master Agreement or another reasonable and customary manner; (b) provides for the method of calculating the reimbursable amount of the provider's credit exposure in a reasonable and customary manner; and (c) is entered into for hedging (rather than speculative) purposes. The liabilities owing to the provider of any Lender-Provided Foreign Currency Hedge (the "Foreign Currency Hedge Liabilities") by any Borrower, Guarantor, or any of their respective Subsidiaries that is party to such Lender-Provided Foreign Currency Hedge shall, for purposes of this Agreement and all Other Documents be "Obligations" of such Person and of each other Borrower and Guarantor, be guaranteed obligations under any Guaranty and secured obligations under any Guarantor Security Agreement, as applicable, and otherwise treated as Obligations for purposes of the Other Documents, except to the extent constituting Excluded Hedge Liabilities of such Person. The Liens securing the Foreign Currency Hedge Liabilities shall be pari passu with the Liens securing all other Obligations under this Agreement and the Other Documents, subject to the express provisions of Section 11.5 hereof.

"Lender-Provided Interest Rate Hedge" shall mean an Interest Rate Hedge which is provided by any Lender and with respect to which such ▇▇▇▇▇▇ confirms to Agent in writing prior to the execution thereof that it: (a) is documented in a standard International Swap Dealers Association, Inc. Master Agreement or another reasonable and customary manner; (b) provides for the method of calculating the reimbursable amount of the provider's credit exposure in a reasonable and customary manner; and (c) is entered into for hedging (rather than speculative) purposes. The liabilities owing to the provider of any Lender-Provided Interest Rate Hedge (the "Interest Rate Hedge Liabilities") by any Borrower, Guarantor, or any of their respective Subsidiaries that is party to such Lender-Provided Interest Rate Hedge shall, for purposes of this Agreement and all Other Documents be "Obligations" of such Person and of each other Borrower and Guarantor, be guaranteed obligations under any Guaranty and secured obligations under any Guarantor Security Agreement, as applicable, and otherwise treated as Obligations for purposes of the Other Documents, except to the extent constituting Excluded Hedge Liabilities of such Person. The Liens securing the Interest Rate Hedge Liabilities shall be pari passu with the Liens securing all other Obligations under this Agreement and the Other Documents, subject to the express provisions of Section 11.5 hereof.

"Letter of Credit Application" shall have the meaning set forth in Section 2.12(a) hereof.

"Letter of Credit Borrowing" shall have the meaning set forth in Section 2.14(d) hereof.

"Letter of Credit Fees" shall have the meaning set forth in Section 3.2 hereof.

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"Letter of Credit Sublimit" shall mean a Dollar Equivalent amount equal to $40,000,000.00.

"Letters of Credit" shall have the meaning set forth in Section 2.11 hereof.

"License Agreement" shall mean any agreement between any Loan Party and a Licensor pursuant to which such Loan Party is authorized to use any Intellectual Property in connection with the manufacturing, marketing, sale or other distribution of any Inventory of such Loan Party or otherwise in connection with such Loan Party's business operations.

"Licensor" shall mean any Person from whom any Loan Party obtains the right to use (whether on an exclusive or non-exclusive basis) any Intellectual Property in connection with such Loan Party's manufacture, marketing, sale or other distribution of any Inventory or otherwise in connection with such Loan Party's business operations.

"Licensor/Agent Agreement" shall mean an agreement between Agent and a Licensor, in form and substance satisfactory to Agent, by which Agent is given the unqualified right, vis-á-vis such Licensor, to enforce Agent's Liens with respect to and to dispose of any Loan Party's Inventory with the benefit of any Intellectual Property applicable thereto, irrespective of such Loan Party's default under any License Agreement with such Licensor.

"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 or comparable law of any jurisdiction, including, but not limited to any Applicable Law.

"Lien Waiver Agreement" shall mean an agreement which is executed in favor of Agent by a Person who owns or occupies premises at which any Collateral may be located from time to time in form and substance satisfactory to Agent.

"LLC Division" shall mean, in the event a Borrower or Guarantor is a limited liability company, (a) the division of any such Borrower or Guarantor into two or more newly formed limited liability companies (whether or not such Borrower or Guarantor is a surviving entity following any such division) pursuant to Section 18-217 of the Delaware Limited Liability Company Act or any similar provision under any similar act governing limited liability companies organized under the laws of any other State or Commonwealth or of the District of Columbia, or (b) the adoption of a plan contemplating, or the filing of any certificate with any applicable Governmental Body that results or may result in, any such division.

"Loan Parties" shall mean, collectively, the Borrowers and the Guarantors and "Loan Party" shall mean any Borrower or any Guarantor.

"Loans" means, collectively, and "Loan” means, separately, all Revolving Advances, Swing Loans and the Term Loans or any Revolving Advances, Swing Loan or the Term Loan.

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"Material Adverse Effect" shall mean any set of circumstances or events which (a) has or could reasonably be expected to have any material adverse effect whatsoever upon the validity or enforceability of this Agreement or any Other Document, (b) is or could reasonably be expected to be material and adverse to the business, properties, assets, financial condition or results of operations of the Loan Parties taken as a whole, (c) impairs materially or could reasonably be expected to impair materially the ability of the Loan Parties to duly and punctually pay or perform their Indebtedness, or (d) impairs materially or could reasonably be expected to impair materially the ability of the Agent or any of the Lenders, to the extent permitted, to enforce their legal remedies pursuant to this Agreement or any Other Document.

"Material Contract" shall mean any contract, agreement, instrument, permit, lease or license, written or oral, of any Loan Party, which is material to any Loan Party's business or which the failure to comply with could reasonably be expected to result in a Material Adverse Effect.

"Maximum Swing Loan Advance Amount" shall mean a Dollar Equivalent amount equal to Ten Million and 00/100 Dollars ($10,000,000.00); provided that, upon the effective date of each increase in the Maximum Revolving Advance Amount in accordance with Section 2.24 or each permanent reduction in accordance with Section 2.2(f), the Maximum Swing Loan Advance Amount shall increase or decrease, as applicable, by an amount equal to ten percent (10%) of the amount of such increase or permanent reduction in the Maximum Revolving Advance Amount.

"Maximum Revolving Advance Amount" shall mean, on and after the Closing Date, a Dollar Equivalent amount equal to (i) One Hundred Million and 00/100 Dollars ($100,000,000.00), plus (ii) any increases in accordance with Section 2.24 and minus (iii) any permanent reductions in accordance with Section 2.2(f).

"Maximum Undrawn Amount" shall mean, with respect to any outstanding Letter of Credit as of any date, the Dollar Equivalent amount of such Letter of Credit that is or may become available to be drawn, including all automatic increases provided for in such Letter of Credit, whether or not any such automatic increase has become effective.

"Modified Commitment Transfer Supplement" shall have the meaning set forth in Section 16.3(d) hereof.

"▇▇▇▇▇'▇" shall mean ▇▇▇▇▇'▇ Investors Service, Inc. and its successors.

"Multiemployer Plan" shall mean a "multiemployer plan" as defined in Sections 3(37) or 4001(a)(3) of ERISA to which contributions are required or, within the preceding five plan years, were required by any Loan Party or any member of the Controlled Group.

"Multiple Employer Plan" shall mean a Plan which has two or more contributing sponsors (including any Loan Party or any member of the Controlled Group) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.

"National Roll" shall mean, ▇▇▇▇▇ National Roll Company, a Delaware corporation.

"Negotiable Document" shall mean a Document that is "negotiable" within the meaning of Article 7 of the Uniform Commercial Code.

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"Net Invoice Cost" shall mean, with respect to Equipment, the net invoice cost of such Equipment (excluding taxes, shipping, delivery, handling, installation, overhead and other so called "soft" costs).

"Net Unrestricted Foreign Cash" shall mean the foreign unencumbered cash and cash equivalents of the Borrowers net of applicable taxes calculated at the most current tax rates in effect upon the date of determination as approved by the Agent in its sole discretion. As of the date hereof, the tax rate applicable to the Net Unrestricted Foreign Cash is estimated to be fifteen percent (15%).

"New Lender" shall have the meaning set forth in Section 2.24(a) hereof.

"Non-Defaulting Lender" shall mean, at any time, any Lender holding a Revolving Commitment that is not a Defaulting Lender at such time.

"Non‑Qualifying Lender" means any Lender with respect to any UK Borrower that: (a) is not a Qualifying Lender, or (b) has failed or refused to deliver any forms, certificates, or other evidence required for such UK Borrower to pay interest or other amounts to such Lender gross, free and clear of any deduction or withholding for or on account of United Kingdom taxes.

"Non-Qualifying Party" shall mean any Borrower or any Guarantor that on the Eligibility Date fails for any reason to qualify as an Eligible Contract Participant.

"Note" shall mean collectively, the Revolving Credit Notes, the Term Notes and the Swing Loan Note.

"Obligations" shall mean and include any and all loans (including without limitation, all Advances and Swing Loans), advances, debts, liabilities, obligations (including without limitation all reimbursement obligations and cash collateralization obligations with respect to Letters of Credit issued hereunder), covenants and duties owing by any Borrower or Guarantor or any Subsidiary of any Borrower or any Guarantor to Issuer, Swing Loan Lender, Lenders or Agent (or to any other direct or indirect subsidiary or affiliate of Issuer, Swing Loan Lender, any Lender or Agent) of any kind or nature, present or future (including any interest or other amounts accruing thereon, any fees accruing under or in connection therewith, any costs and expenses of any Person payable by any Loan Party and any indemnification obligations payable by any Loan Party arising or payable after maturity, or after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to any Loan Party, whether or not a claim for post-filing or post-petition interest, fees or other amounts is allowable or allowed in such proceeding), whether or not for the payment of money, whether arising by reason of an extension of credit, opening or issuance of a letter of credit, loan, equipment lease, establishment of any commercial card or similar facility or guarantee, under any interest or currency swap, future, option or other similar agreement, or in any other manner, whether arising out of overdrafts or deposit or other accounts or electronic funds transfers (whether through automated clearing houses or otherwise) or out of Agent's or any Lender's non-receipt of or inability to collect funds or otherwise not being made whole in connection with depository transfer check or other similar arrangements, whether direct or indirect (including those acquired by assignment or participation), absolute or contingent, joint or several, due or to become due, now existing or hereafter arising, contractual or

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tortious, liquidated or unliquidated, regardless of how such indebtedness or liabilities arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, including but not limited to, (i) this Agreement, the Other Documents and any amendments, extensions, renewals or increases thereto, including all costs and expenses of Agent, Issuer, Swing Loan Lender and any Lender incurred in the documentation, negotiation, modification, enforcement, collection or otherwise in connection with any of the foregoing, including but not limited to reasonable attorneys' fees and expenses and all obligations of any Loan Party to Agent, Issuer, Swing Loan Lender or Lenders to perform acts or refrain from taking any action, (ii) all Hedge Liabilities and (iii) all Cash Management Liabilities. Notwithstanding anything to the contrary contained in the foregoing, the Obligations shall not include any Excluded Hedge Liabilities.

"Optional Currency" shall mean any of the following currencies (i) Sterling, (ii) Euros, (iii) Swedish Krona and (iv) any other currency approved by the Agent and all of the Lenders, in each case as long as there is a published Daily Simple RFR or Eurocurrency Rate, as applicable or a Benchmark Replacement effected pursuant to Section 2.26 with respect thereto.

"Ordinary Course of Business" shall mean, with respect to any Loan Party, the ordinary course of such Loan Party's business as conducted on the Closing Date.

"Organizational Documents" shall mean, with respect to any Person, any charter, articles or certificate of incorporation, certificate of organization, registration or formation, certificate of partnership or limited partnership, bylaws, articles of association, operating agreement, limited liability company agreement, or partnership agreement of such Person and any and all other applicable documents relating to such Person's formation, organization or entity governance matters (including any shareholders' or equity holders' agreement or voting trust agreement) and specifically includes, without limitation, any certificates of designation for preferred stock or other forms of preferred equity.

"Original Closing Date" shall mean [March 20, 2016].

"Original Currency" shall have the meaning specified in Section 2.27 hereof.

"Other Currency" shall have the meaning specified in Section 2.27 hereof.

"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 UK Security Documents, the Swedish Security Documents, the Certificate of Beneficial Ownership, 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.

"Other Taxes" shall mean all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or

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under any Other Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any Other Document.

"Out-of-Formula Loans" shall have the meaning set forth in Section 16.2(e) hereof.

"Outbound Investment Rules" shall mean the regulations administered and enforced, together with any related public guidance issued, by the United States Treasury Department under U.S. Executive Order 14105 of August 9, 2023, or any similar law or regulation; as of the Closing Date, and as codified at 31 C.F.R. § 850.101 et seq.

"Overnight Bank Funding Rate" shall mean, for any, day (a) the rate per annum (based on a year of 360 days and actual days elapsed) comprised of both overnight federal funds and overnight Eurocurrency borrowings by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the Federal Reserve Bank of New York, as set forth on its public website from time to time, and as published on the next succeeding Business Day as the overnight bank funding rate by such Federal Reserve Bank (or by such other recognized electronic source (such as Bloomberg) selected by the Agent for the purpose of displaying such rate) (an "Alternate Source"); provided, that if such day is not a Business Day, the Overnight Bank Funding Rate for such day shall be such rate on the immediately preceding Business Day; provided, further, that if such rate shall at any time, for any reason, no longer exist, a comparable replacement rate shall be determined by the Agent at such time (which determination shall be conclusive absent manifest error). If the Overnight Bank Funding Rate determined as above would be less than zero percent (0.00%), then such rate shall be deemed to be zero percent (0.00%), and (b) with respect to any amount denominated in an Optional Currency, an overnight rate determined by the Agent or the Issuer, as the case may be, in accordance with banking industry rules on interbank compensation (which determination shall be conclusive absent manifest error). The rate of interest charged shall be adjusted as of each Business Day based on changes in the Overnight Bank Funding Rate without notice to the Borrowers.

"Parent" of any Person shall mean a corporation or other entity owning, directly or indirectly, 50% or more of the Equity Interests issued by such Person having ordinary voting power to elect a majority of the directors of such Person, or other Persons performing similar functions for any such Person.

"Participant" shall mean each Person who shall be granted the right by any Lender to participate in any of the Advances and who shall have entered into a participation agreement in form and substance satisfactory to such Lender.

"Participating Member State" shall mean any member State of the European Communities that adopts or has adopted the Euro as its lawful currency in accordance with legislation of the European Community relating to Economic and Monetary Union.

"Participation Advance" shall have the meaning set forth in Section 2.14(d) hereof.

"Participation Commitment" shall mean the obligation hereunder of each Lender holding a Revolving Commitment to buy a participation equal to its Revolving Commitment Percentage (subject to any reallocation pursuant to Section 2.22(b)(iii) hereof) in the Swing Loans made by

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Swing Loan Lender hereunder as provided for in Section 2.4(c) hereof and in the Letters of Credit issued hereunder as provided for in Section 2.14(a) hereof.

"Payment Office" shall ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇; thereafter, such other office of Agent, if any, which it may designate by notice to Borrowing Agent and to each Lender to be the Payment Office.

"Payment Recipient" has the meaning assigned to it in Section 14.14(a).

"PBGC" shall mean the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA or any successor.

"Pension Benefit Plan" shall mean at any time any "employee pension benefit plan" as defined in Section 3(2) of ERISA (including a Multiple Employer Plan, but not a Multiemployer Plan) which is covered by Title IV of ERISA or is subject to the minimum funding standards under Sections 412, 430 or 436 of the Code and either (i) is maintained or to which contributions are required by a Loan Party or any member of the Controlled Group or (ii) has at any time within the preceding five years been maintained or to which contributions have been required by a Loan Party or any entity which was at such time a member of the Controlled Group.

"Pensions Regulator" shall mean the body corporate called the Pensions Regulator established under Part I of the Pensions Act 2004.

"Perfection Certificates" shall mean, collectively, the information questionnaires and the responses thereto provided by each Loan Party and delivered to Agent.

"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 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 ▇▇▇▇▇▇'s rights in and to a material portion of such Agent's or Lender's portfolio of asset-based credit facilities.

"Permitted Discretion" shall mean a determination made by the Agent in good faith in the exercise of its reasonable business judgment based on how an asset based lender with similar rights providing a secured credit facility of the type set forth herein would act, in the circumstances then applicable to the Loan Parties at the time with the information then available to it.

"Permitted Encumbrances" shall mean: (a) Liens in favor of Agent for the benefit of Agent and Lenders, including without limitation, Liens securing Hedge Liabilities and Cash Management Products and Services; (b) Liens for taxes, assessments or other governmental charges not delinquent or being Properly Contested; (c) deposits or pledges to secure obligations under worker's compensation, social security or similar laws, or under unemployment insurance; (d) deposits or pledges to secure bids, tenders, contracts (other than contracts for the payment of money), leases, statutory obligations, surety and appeal bonds and other obligations of like nature arising in the Ordinary Course of Business; (e) Liens arising by virtue of the rendition, entry or issuance against any Loan Party or any Subsidiary, or any property of any Loan Party or any

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Subsidiary, of any judgment, writ, order, or decree to the extent the rendition, entry, issuance or continued existence of such judgment, writ, order or decree (or any event or circumstance relating thereto) has not resulted in the occurrence of an Event of Default under Section 10.6 hereof; (f) carriers', repairmens', mechanics', workers', materialmen's or other like Liens arising in the Ordinary Course of Business with respect to obligations which are not due or which are being Properly Contested; (g) Liens placed upon fixed assets hereafter acquired to secure a portion of the purchase price thereof, provided that (I) any such lien shall not encumber any other property of any Loan Party and (II) the aggregate amount of Indebtedness secured by such Liens incurred as a result of such purchases together with the amount of Permitted Indebtedness under clause (h) of the definition thereof incurred during any fiscal year shall not exceed Twenty Million and 00/100 Dollars ($20,000,000.00); (h) other Liens incidental to the conduct of any Loan Party's business or the ownership of its property and assets which were not incurred in connection with the borrowing of money or the obtaining of advances or credit, and which do not in the aggregate materially detract from Agent's or Lenders' rights in and to the Collateral or the value of any Loan Party's property or assets or which do not materially impair the use thereof in the operation of any Loan Party's business; (i) easements, rights-of-way, zoning restrictions, minor defects or irregularities in title and other charges or encumbrances, in each case, which do not interfere in any material respect with the Ordinary Course of Business of Loan Parties and their Subsidiaries; (j) Liens disclosed on Schedule 1.2; provided that such Liens shall secure only those obligations which they secure on the Closing Date (and extensions, renewals and refinancing of such obligations permitted by Section 7.8 hereof) and shall not subsequently apply to any other property or assets of any Loan Party other than the property and assets to which they apply as of the Closing Date; and (k) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (1) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the applicable Loan Party in excess of those set forth by regulations promulgated by the Federal Reserve Board, and (2) such deposit account is not intended by such Loan Party to provide collateral to the depository institution.

"Permitted Indebtedness" shall mean: (a) the Obligations; (b) any guarantees of Indebtedness permitted under Section 7.3 hereof; (c) any Indebtedness listed on Schedule 5.8(b)(ii) hereof (including any extensions, renewals or refinancings thereof), provided that the principal amount of such Indebtedness shall not be increased without the prior written consent of the Required Lenders; (d) Indebtedness consisting of Permitted Loans made by one or more Loan Party(ies) to any other Loan Party(ies); (e) Indebtedness of a Loan Party to an Excluded Subsidiary which does not exceed the Dollar Equivalent amount of Ten Million and 00/100 Dollars ($10,000,000.00) in the aggregate for all such Indebtedness to all such Excluded Subsidiaries at any time outstanding; (f) Interest Rate ▇▇▇▇▇▇ and Foreign Currency ▇▇▇▇▇▇ and commodity ▇▇▇▇▇▇ that are entered into by Loan Parties to hedge their risks with respect to outstanding Indebtedness of Loan Parties and not for speculative or investment purposes; (g) intercompany Indebtedness owing from one or more Loan Parties to any other one or more Loan Parties in accordance with clause (c) of the definition of Permitted Loans, (h) Indebtedness (other than Obligations) incurred for Capitalized Lease Obligations together with Indebtedness secured by Permitted Encumbrances under clause (g) of the definition thereof, not to exceed the Dollar Equivalent amount of Fifteen Million and 00/100 Dollars ($15,000,000.00) in the aggregate at any

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time outstanding; and (i) unsecured obligations with respect to unfunded obligations under Pension Plans, or any Plan to the extent such amounts are permitted to remain unfunded under applicable law.

"Permitted Investments" shall mean investments: (a) in obligations issued or guaranteed by the United States of America or any agency thereof; (b) in commercial paper with maturities of not more than 180 days and a published rating of not less than A-1 or P-1 (or the equivalent rating); (c) in certificates of time deposit and bankers' acceptances having maturities of not more than 180 days and repurchase agreements backed by United States government securities of a commercial bank if (i) such bank has a combined capital and surplus of at least $500,000,000, or (ii) its debt obligations, or those of a holding company of which it is a subsidiary, are rated not less than A (or the equivalent rating) by a nationally recognized investment rating agency; (d) in U.S. money market funds that invest solely in obligations issued or guaranteed by the United States of America or an agency thereof; (e) consisting of Permitted Loans; (f) consisting of the transfer of all (but not less than all) of the equity interests of Transitory First Tier Foreign Subsidiaries to one or more first tier Foreign Subsidiaries; and (g)(1) if immediately prior to and upon giving effect to such investment, pro forma Undrawn Availability (measured as both a thirty-day average and upon giving effect to such investment) is greater than or equal to twenty-five percent (25%) of the Maximum Revolving Advance Amount, then so long as no Default or Event of Default exists prior to or upon giving effect to such investment, or (2) if immediately prior to and upon giving effect to such investment, pro forma Undrawn Availability (measured as both a thirty-day average and upon giving effect to such investment) is less than twenty-five percent (25%) of the Maximum Revolving Advance Amount, then, so long as if immediately prior to and upon giving effect to such investment, (x) no Default or Event of Default exists or will be created thereby, (y) pro forma Undrawn Availability (measured as both a thirty-day average and upon giving effect to such investment) will not be less than fifteen percent (15%) of the Maximum Revolving Advance Amount, and (z) the Loan Parties demonstrate, in form and substance reasonably acceptable to the Agent, that prior to and upon giving effect to such investment, the pro forma Fixed Charge Coverage Ratio will not be less than 1.15:1.0, in Excluded Subsidiaries in an aggregate Dollar Equivalent amount not in excess of: (A) Five Hundred Thousand and 00/100 Dollars ($500,000.00) in any applicable fiscal year; and (B) Two Million and 00/100 Dollars ($2,000,000.00) at any time.

"Permitted Loans" shall mean: (a) the extension of trade credit by a Loan Party to its Customer(s), in the Ordinary Course of Business in connection with a sale of Inventory or rendition of services, in each case on open account terms; (b) loans to employees in the Ordinary Course of Business not to exceed as to all such loans the aggregate Dollar Equivalent amount of Five Hundred Thousand and 00/100 Dollars ($500,000.00) at any time outstanding; (c) intercompany loans between and among Loan Parties, so long as, at the request of Agent, each such intercompany loan made after the Closing Date is evidenced by a promissory note (including, if applicable, any master intercompany note executed by the applicable Loan Party(ies)) on terms and conditions (including terms subordinating payment of the indebtedness evidenced by such note to the prior payment in full of all Obligations) acceptable to Agent in its reasonable discretion that has been delivered to Agent either endorsed in blank or together with an undated instrument of transfer executed in blank by the applicable Loan Party(ies) that are the payee(s) on such note, (d) intercompany loans made by any Loan Party to ▇▇▇▇▇ ▇▇▇▇▇ not to exceed, as to all such loans, the aggregate Dollar Equivalent amount of Five Million and 00/100 Dollars ($5,000,000.00) at any time outstanding, so long as, at the request of Agent, each such intercompany loan made after the

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Closing Date is evidenced by a promissory note (including, if applicable, any master intercompany note executed by the applicable Loan Party(ies) and ▇▇▇▇▇ ▇▇▇▇▇) on terms and conditions (including terms subordinating payment of the indebtedness evidenced by such note to the prior payment in full of all Obligations) acceptable to Agent in its reasonable discretion that has been delivered to Agent either endorsed in blank or together with an undated instrument of transfer executed in blank by the applicable Loan Party(ies) that are the payee(s) on such note, (e) loans, advances and investments not otherwise permitted in items (a) through (d) above in Excluded Subsidiaries in a Dollar Equivalent amount which shall not exceed Five Million and 00/100 Dollars ($5,000,000.00) in the aggregate at any one time; and (f) loans, advances and/or investments existing on the Closing Date as set forth and described on Schedule 1.3 attached hereto.

"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).

"Plan" shall mean any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Benefit Plan and a Multiemployer Plan, as defined herein) maintained by any Loan Party or any member of the Controlled Group or to which any Loan Party or any member of the Controlled Group is required to contribute; provided, however, the term "Plan" shall not include a Multiemployer plan for purposes of Subsections 5.8(d)(v), (viii), (x) and (xiv).

"Pledge Agreement" shall mean, each of that certain: (i) Pledge Agreement, dated as of the Original 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 Original 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 Original 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 Original Closing Date, made by Ampco UES for the benefit of the Agent with respect to all of the issued and outstanding capital stock of Rolltech, ▇▇▇▇ ▇▇▇▇ and the Swedish Borrowers; (v) Pledge Agreement, dated as of the Original 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 Original 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.

"PNC" shall have the meaning set forth in the preamble to this Agreement and shall extend to all of its successors and assigns.

"Pro Forma Balance Sheet" shall have the meaning set forth in Section 5.5(a) hereof.

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"Pro Forma Financial Statements" shall have the meaning set forth in Section 6.12 hereof.

"Projections" shall have the meaning set forth in Section 6.12 hereof.

"Properly Contested" shall mean, in the case of any Indebtedness, Lien or Taxes, as applicable, of any Person that are not paid as and when due or payable by reason of such Person's bona fide dispute concerning its liability to pay the same or concerning the amount thereof: (a) such Indebtedness, Lien or Taxes, as applicable, are being properly contested in good faith by appropriate proceedings promptly instituted and diligently conducted; (b) such Person has established appropriate reserves as shall be required in conformity with GAAP; (c) the non-payment of such Indebtedness or Taxes will not have a Material Adverse Effect or will not result in the forfeiture of any assets of such Person; (d) no Lien is imposed upon any of such Person's assets with respect to such Indebtedness or taxes unless such Lien (x) does not attach to any Receivables or Inventory, (y) is at all times junior and subordinate in priority to the Liens in favor of the Agent (except only with respect to property Taxes that have priority as a matter of applicable state law) and, (z) enforcement of such Lien is stayed during the period prior to the final resolution or disposition of such dispute; and (e) if such Indebtedness or Lien, as applicable, results from, or is determined by the entry, rendition or issuance against a Person or any of its assets of a judgment, writ, order or decree, enforcement of such judgment, writ, order or decree is stayed pending a timely appeal or other judicial review.

"Protective Advances" shall have the meaning set forth in Section 16.2(f) hereof.

"Purchasing CLO" shall have the meaning set forth in Section 16.3(d) hereof.

"Purchasing Lender" shall have the meaning set forth in Section 16.3(c) hereof.

"Qualified ECP Loan Party" shall mean each Borrower or Guarantor that on the Eligibility Date is (a) a corporation, partnership, proprietorship, organization, trust, or other entity other than a "commodity pool" as defined in Section 1a(10) of the CEA and CFTC regulations thereunder that has total assets exceeding $10,000,000 or (b) an Eligible Contract Participant that can cause another person to qualify as an Eligible Contract Participant on the Eligibility Date under Section 1a(18)(A)(v)(II) of the CEA by entering into or otherwise providing a "letter of credit or keepwell, support, or other agreement" for purposes of Section 1a(18)(A)(v)(II) of the CEA.

"Qualifying Lender" means, with respect to any UK Borrower, any Lender that is beneficially entitled to interest payments made by such UK Borrower and is:

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(iv) any other person that, by virtue of the laws of the United Kingdom (and upon satisfaction of any procedural or documentary requirements), is entitled to be paid interest by such UK Borrower without any deduction or withholding for or on account of United Kingdom taxes.

"RCRA" shall mean the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq., as same may be amended from time to time.

"Real Property" shall mean all of the owned and leased premises identified on Schedule 4.4 hereto or in and to any other premises or real property that are hereafter owned or leased by any Loan Party.

"Receivables" shall mean and include, as to each Loan Party, all of such Loan Party's accounts (as defined in Article 9 of the Uniform Commercial Code) and all of such Loan Party's contract rights, instruments (including those evidencing indebtedness owed to such Loan Party by its Affiliates), documents, chattel paper (including electronic chattel paper), general intangibles relating to accounts, contract rights, instruments, documents and chattel paper, and drafts and acceptances, credit card receivables and all other forms of obligations owing to such Loan Party arising out of or in connection with the sale or lease of Inventory or the rendition of services, all supporting obligations, guarantees and other security therefor, whether secured or unsecured, now existing or hereafter created, and whether or not specifically sold or assigned to Agent hereunder.

"Recipient" shall mean (a) the Agent, (b) any Lender and (c) the Issuer, as applicable.

"Register" shall have the meaning set forth in Section 16.3(e) hereof.

"Reimbursement Obligation" shall have the meaning set forth in Section 2.14(b) hereof.

"Release" shall have the meaning set forth in Section 5.7(c)(i) hereof.

"Relevant Governmental Body" shall mean (a) with respect to a Benchmark Replacement in respect of Advances denominated in Dollars, the Board of Governors of the Federal Reserve System of the United States and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System of the United States or the Federal Reserve Bank of New York, or any successor thereto, and (b) with respect to a Benchmark Replacement in respect of Advances denominated in any Optional Currency, (1) the central bank for the Optional Currency in which such Benchmark Replacement is denominated or any central bank or other supervisor which is responsible for supervising either (A) such Benchmark Replacement or (B) the administrator of such Benchmark Replacement or (2) any working group or committee officially endorsed or convened by (A) the central bank for the Optional Currency in which such Benchmark Replacement is denominated, (B) any central bank or other supervisor that is responsible for supervising either (i) such Benchmark Replacement or (ii) the administrator of such Benchmark Replacement, (C) a group of those central banks or other supervisors or (D) the Financial Stability Board or any part thereof.

"Relevant Obligor" means:

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(i) any UK Borrower;

(ii) ▇▇▇▇ ▇▇▇▇;

(iii) any Guarantor making a payment on behalf of a UK Borrower; or

(iv) any other Loan Party that is required under applicable law to deduct or withhold United Kingdom income tax from any payment under the Agreement or any Other Document.

"Reportable Compliance Event" shall mean that: (a) any Covered Entity becomes a Sanctioned Person, or is charged by indictment, criminal complaint, or similar charging instrument, arraigned, custodially detained, penalized or the subject of an assessment for a penalty by, or enters into a settlement with, a Governmental Body in connection with any Anti-Corruption Law, Anti-Money Laundering Law or International Trade Law, or any predicate crime to any Anti-Corruption Law, Anti-Money Laundering Law or International Trade Law, or has knowledge of facts or circumstances to the effect that it is reasonably likely that any aspect of its operations represents a violation of any Anti-Corruption Law, Anti-Money Laundering Law or International Trade Law; (b) any Covered Entity engages in a transaction that has caused or would cause any Person hereunder (including the Agent, the Issuer, the Lenders, and any underwriter, advisor, investor, or otherwise) to be in violation of any Anti-Corruption Law or International Trade Law, including a Covered Entity’s use of any proceeds of the Advances hereunder to directly or indirectly fund any activities or business of, with, or for the benefit of any Person that is a Sanctioned Person, or to fund or facilitate any activities or business of or in any Sanctioned Jurisdiction; (c) any pledged Collateral qualifies as Blocked Property; or (d) any Covered Entity otherwise violates, or reasonably believes that it will violate, any of the Anti-Corruption Law-specific or International Trade Law-specific representations and covenants herein.

"Reportable ERISA Event" shall mean a reportable event described in Section 4043(c) of ERISA or the regulations promulgated thereunder notice for which is not waived pursuant to regulations under Section 4043 of ERISA.

"Required Lenders" shall mean two or more Lenders (not including Swing Loan Lender (in its capacity as such Swing Loan Lender) or any Defaulting Lender) holding at least fifty-one percent (51%) of either (a) the aggregate of (i) the Revolving Commitment Amounts of all Lenders (excluding any Defaulting Lender), and (ii) the outstanding principal amount of the Term Loan, or (b) after the termination of all commitments of Lenders hereunder, the sum of the outstanding Revolving Advances, Term Loans and Swing Loans, plus the Maximum Undrawn Amount of all outstanding Letters of Credit; provided, however, if there are fewer than three (3) Lenders, Required Lenders shall mean all Lenders (excluding any Defaulting Lender).

"Reserve Percentage" shall mean as of any day the maximum effective percentage in effect on such day as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the reserve requirements (including supplemental, marginal and emergency reserve requirements) with respect to eurocurrency funding (currently referred to as "Eurocurrency Liabilities".

"Resolution Authority" shall mean an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

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"Revaluation Date" shall mean (a) with respect to each Daily Rate Loan denominated in an Optional Currency, each date such Daily Rate Loan is outstanding; and (b) with respect to any Letter of Credit, each of the following: (i) each date of issuance, amendment or extension of a Letter of Credit denominated in an Optional Currency, (ii) each date of any payment by the Issuer under any Letter of Credit denominated in an Optional Currency, iii) in the case of all Existing Letters of Credit denominated in Optional Currencies, the Closing Date, and (iv) such additional dates as the Agent or the Issuer shall determine or the Required Lenders shall require.

"Revolving Advances" shall mean Advances other than Letters of Credit, the Term Loan and the Swing Loans.

"Revolving Commitment" shall mean, as to any Lender, the obligation of such Lender (if applicable), to make Revolving Advances and participate in Swing Loans and Letters of Credit, in an aggregate principal and/or face amount not to exceed the Revolving Commitment Amount (if any) of such Lender.

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

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

"Revolving Credit Note" shall mean, collectively, the promissory notes referred to in Section 2.1(a) hereof.

"Revolving Interest Rate" shall mean:

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"RFR" shall mean, for any Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, (a) ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ and (b) Euro, €STR.

"RollTech" shall mean Rolls Technology Inc., a Delaware corporation.

"Sanctioned Jurisdiction" shall mean, at any time, a country, area, territory, or jurisdiction that is the subject or target of comprehensive U.S. sanctions.

"Sanctioned Person" shall mean any Person that is (a) located in, organized under the laws of, or ordinarily resident in a Sanctioned Jurisdiction; (b) identified on any sanctions-related list maintained by any Compliance Authority; or (c) owned 50% or more, in the aggregate, directly or indirectly by, controlled by, or acting for, on behalf of or at the direction of, one or more Persons described in clauses (a) or (b) above.

"SEC" shall mean the Securities and Exchange Commission or any successor thereto.

"Secured Parties" shall mean, collectively, Agent, Issuer, Swing Loan Lender and ▇▇▇▇▇▇▇, together with any Affiliates of Agent or any Lender to whom any Hedge Liabilities or Cash Management Liabilities are owed and with each other holder of any of the Obligations, and the respective successors and assigns of each of them.

"Securities Act" shall mean the Securities Act of 1933, as amended.

"Settlement" shall have the meaning set forth in Section 2.6(d) hereof.

"Settlement Date" shall have the meaning set forth in Section 2.6(d) hereof.

"Share Charge" shall mean the charge over shares, dated October 14, 2016, granted by Ampco UES in favor of the Agent (for itself and the benefit of the Lenders).

"SOFR" shall mean, for any day, a rate equal to the secured overnight financing rate as administered by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

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"SOFR Adjustment" shall mean, the applicable amounts set forth below:

"SOFR Reserve Percentage" shall mean, for any day, the maximum effective percentage in effect on such day, if any, as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the reserve requirements (including, without limitation, supplemental, marginal and emergency reserve requirements) with respect to SOFR funding.

"▇▇▇▇▇" shall mean a rate equal to the Sterling Overnight Index Average as administered by the ▇▇▇▇▇ Administrator.

"▇▇▇▇▇ Administrator" shall mean the Bank of England (or any successor administrator of the Sterling Overnight Index Average selected by the Agent in its reasonable discretion).

"▇▇▇▇▇ Administrator’s Website" shall mean the Bank of England’s website, at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇.▇▇, or any successor source for the Sterling Overnight Index Average identified as such by the ▇▇▇▇▇ Administrator from time to time.

"Sterling" or "£" shall mean the lawful currency of the United Kingdom.

"Standard & Poor's" shall mean Standard & Poor's Ratings Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. and its successors.

"▇▇▇▇▇▇" has the meaning specified in the definition of "Eurocurrency Rate".

"Subsidiary" shall mean any Domestic Subsidiary or Foreign Subsidiary; provided, Subsidiary shall not include any Excluded Subsidiary.

"Subsidiary Stock" shall mean (a) with respect to the Equity Interests issued to a Loan Party by any Domestic Subsidiary, 100% of such issued and outstanding Equity Interests, and (b) with respect to any Equity Interests issued to a Loan Party by any Foreign Subsidiary (i) 100% of such issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956(c)(2)) and (ii) 65% (or such greater percentage that, due to a change in an Applicable Law after the date hereof, (x) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Loan Party and (y) could not reasonably be expected to cause any material adverse tax consequences) of such issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956‑2(c)(2)).

"Supermajority Lenders" shall mean three or more Lenders (not including Swing Loan Lender (in its capacity as such Swing Loan Lender) or any Defaulting Lender) holding greater than sixty-six and two-thirds of one percent (66.66%) of either (a) the aggregate of the Revolving Commitment Amounts of all Lenders (excluding any Defaulting Lender) or (b) after the

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termination of the Revolving Commitments, the sum of (y) the outstanding Revolving Advances and Swing Loans, plus (z) the participations in the Maximum Undrawn Amount of all outstanding Letters of Credit.

"Swap" shall mean any "swap" as defined in Section 1a(47) of the CEA and regulations thereunder other than (a) a swap entered into on, or subject to the rules of, a board of trade designated as a contract market under Section 5 of the CEA, or (b) a commodity option entered into pursuant to CFTC Regulation 32.3(a).

"Swap Obligation" shall mean any obligation to pay or perform under any agreement, contract or transaction that constitutes a Swap which is also a Lender-Provided Interest Rate Hedge, or a Lender-Provided Foreign Currency Hedge.

"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 Formula Amount" shall have the meaning set forth in Section 2.1(a)(C) hereof.

"Swedish Insured Foreign Receivables Advance Rate" shall have the meaning set forth in Section 2.1(a)(C)(y)(ii) hereof.

"Swedish Inventory Advance Rate" shall have the meaning set forth in Section 2.1(a)(C)(y)(iii) hereof.

"Swedish Inventory NOLV Advance Rate" shall have the meaning set forth in Section 2.1(a)(C)(y)(iii) hereof.

"Swedish Krona" shall mean the lawful currency of Sweden.

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

"Swedish Receivables Advance Rate" shall have the meaning set forth in Section 2.1(a)(C)(y)(i) hereof.

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"Swedish Security Documents" shall mean each of the (i) Amended and Restated Pledge Agreement regarding Floating Charge Certificates in the aggregate amount of SEK 250,000,000.00, granted by ▇▇▇▇▇ Sweden to the Agent for the benefit of the Lenders; (ii) Pledge Agreement regarding Floating Charge Certificates in the aggregate amount of SEK 415,500,000.00, granted by Akers to the Agent for the benefit of the Lenders; (iii) Pledge Agreement regarding Receivables, granted by ▇▇▇▇▇ to the Agent for the benefit of the Lenders; (iv) Pledge Agreement regarding Accounts, granted by Akers to the Agent for the benefit of the Lenders and (v) Amendment and Confirmation Agreement granted by ▇▇▇▇▇ Sweden and Akers to the Agent for the benefit of the Lenders.

"Swedish Swing Loans" shall mean Swing Loans made to a Swedish Borrower.

"Swing Loan Lender" shall mean PNC, in its capacity as lender of the Swing Loans.

"Swing Loan Note" shall mean the promissory note described in Section 2.4(a) hereof.

"Swing Loans" shall mean the Advances made pursuant to Section 2.4 hereof.

"TARGET Day" shall mean any day on which T2 is open for the settlement of payments in Euros.

"Taxes" shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Body, including any interest, additions to tax or penalties applicable thereto.

"Term" shall have the meaning set forth in Section 13.1 hereof.

"Term Loan" shall have the meaning set forth in Section 2.3 hereof.

"Term Loan Commitment" shall mean, as to any Lender, the obligation of such Lender (if applicable), to fund a portion of the Term Loan in an aggregate principal equal to the Term Loan Commitment Amount (if any) of such Lender.

"Term Loan Commitment Amount" shall mean, as to any Lender, the term loan commitment amount (if any) set forth below such Lender’s name on the signature page hereof (or, in the case of any Lender that became party to this Agreement after the Closing Date pursuant to Section 16.3(c) or (d) hereof, the term loan commitment amount (if any) of such Lender as set forth in the applicable Commitment Transfer Supplement), as the same may be adjusted upon any assignment by or to such Lender pursuant to Section 16.3(c) or (d) hereof.

"Term Loan Commitment Percentage" shall mean, as to any Lender, the Term Loan Commitment Percentage (if any) set forth below such Lender’s name on the signature page hereof (or, in the case of any Lender that became party to this Agreement after the Closing Date pursuant to Section 16.3(c) or (d) hereof, the Term Loan Commitment Percentage (if any) of such Lender as set forth in the applicable Commitment Transfer Supplement), as the same may be adjusted upon any assignment by or to such Lender pursuant to Section 16.3(c) or (d) hereof.

"Term Loan NOLV" shall have the meaning set forth in Section 2.3 hereof.

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"Term Loan Rate" shall mean with respect to (a) Term Loans that are Domestic Rate Loans, an interest rate per annum (computed on the basis of a year of 360 days and actual days elapsed) equal to the sum of the Applicable Margin plus the greater of (i) the Alternate Base Rate and (ii) floor and (b) with respect to Term Loans that are Term SOFR Rate Loans, the sum of the Applicable Margin plus the SOFR Adjustment plus the greater of (i) the Term SOFR Rate and (ii) floor.

"Term Note" shall mean, collectively, the promissory notes described in Section 2.3 hereof.

"Term SOFR Administrator" shall mean CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Agent in its reasonable discretion).

"Term SOFR Rate" shall mean, with respect to any Term SOFR Rate Loan for any Interest Period, the interest rate per annum determined by the Agent by dividing (the resulting quotient rounded upwards, at the Agent’s discretion, to the nearest 1/100th of 1%) (A) the Term SOFR Reference Rate for a tenor comparable to such Interest Period on the day (the “Term SOFR Determination Date”) that is two (2) Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator, by (B) a number equal to 1.00 minus the SOFR Reserve Percentage. If the Term SOFR Reference Rate for the applicable tenor has not been published or replaced with a Benchmark Replacement by 5:00 p.m. (Pittsburgh, Pennsylvania time) on the Term SOFR Determination Date, then the Term SOFR Reference Rate, for purposes of clause (A) in the preceding sentence, shall be the Term SOFR Reference Rate for such tenor on the first Business Day preceding such Term SOFR Determination Date for which such Term SOFR Reference Rate for such tenor was published in accordance herewith, so long as such first preceding Business Day is not more than three (3) Business Days prior to such Term SOFR Determination Date. If the Term SOFR Rate, determined as provided above, would be less than the Floor, then the Term SOFR Rate shall be deemed to be the Floor. The Term SOFR Rate shall be adjusted automatically without notice to the Borrowers on and as of (i) the first day of each Interest Period, and (ii) the effective date of any change in the SOFR Reserve Percentage.

"Term SOFR Rate Loan" shall mean an Advance that bears interest based on Term SOFR Rate.

"Term SOFR Reference Rate" shall mean the forward-looking term rate based on SOFR.

"Termination Event" shall mean: (a) a Reportable ERISA Event with respect to any Plan; (b) the withdrawal of any Loan Party or any member of the Controlled Group from a Plan during a plan year in which such entity was a "substantial employer" as defined in Section 4001(a)(2) of ERISA or described in Section 4063 of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) the providing of notice of intent to terminate a Plan in a distress termination described in Section 4041(c) of ERISA; (d) the commencement of proceedings by the PBGC to terminate a Plan; (e) any event or condition (i) which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or (ii) that may result in termination of a Multiemployer Plan pursuant to Section 4041A of ERISA; (f) the partial or complete withdrawal within the meaning of Section 4203 or 4205 of ERISA, of any Loan Party or any member of the Controlled Group from a

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Multiemployer Plan; (g) receipt by a Loan Party of a notice pursuant to Section 4245(e)(1) of ERISA that such Multiemployer Plan is subject to Section 4245 of ERISA; or (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent, upon any Loan Party or any member of the Controlled Group.

"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.

"Transactions" shall have the meaning set forth in Section 5.5(a) hereof.

"Transferee" shall have the meaning set forth in Section 16.3(d) hereof.

"Transitory First Tier Foreign Subsidiary" shall mean any first tier Foreign Subsidiary that has been designated by the applicable Loan Party as a Transitory First Tier Foreign Subsidiary by written notice (in form and substance reasonably acceptable to the Agent) to the Agent stating that it is the intent of such Loan Party to cause such Transitory First Tier Foreign Subsidiary to cease to be a first tier Foreign Subsidiary within three hundred sixty-five (365) consecutive days after the date of formation or acquisition of such Transitory First Tier Foreign Subsidiary.

"Trigger Period" shall mean, in each case, the period (a) commencing upon (i) the occurrence of an Event of Default or Default or (ii) any day on which Undrawn Availability shall be less than the greater of (y) fifteen percent (15%) of the Maximum Revolving Advance Amount or (z) Fifteen Million and 00/100 Dollars ($15,000,000.00), and (b) terminating when both (i) Undrawn Availability shall have been greater than the greater of (y) fifteen percent (15%) of the Maximum Revolving Advance Amount or (z) Fifteen Million and 00/100 Dollars ($15,000,000.00) for thirty (30) consecutive days and (ii) no Event of Default or Default is continuing (including as a result of the waiver or cure thereof).

"UES" shall mean Union Electric Steel Corporation, a Pennsylvania corporation, and its successors and assigns.

"UK Borrower" shall mean Union Electric Steel UK Limited, a limited liability company under the laws of England and Wales, and its successors and assigns.

"UK Formula Amount" shall have the meaning set forth in Section 2.1(a)(B) hereof.

"UK Insured Foreign Receivables Advance Rate" shall have the meaning set forth in Section 2.1(a)(B)(y)(ii) hereof.

"UK Inventory Advance Rate" shall have the meaning set forth in Section 2.1(a)(B)(y)(iii) hereof.

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"UK Inventory NOLV Advance Rate" shall have the meaning set forth in Section 2.1(a)(B)(y)(iii) hereof.

"UK 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 the UK Borrower.

"UK Obligations" shall mean all non-monetary Obligations of UK Borrower and ▇▇▇▇ ▇▇▇▇ and all monetary Obligations of UK Borrower and ▇▇▇▇ ▇▇▇▇, 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 ▇▇▇▇ ▇▇▇▇ 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 ▇▇▇▇▇▇▇ or the Agent to the UK Borrower and the records of intercompany transfers made to and from UK Borrower and/or ▇▇▇▇ ▇▇▇▇.

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

"UK Receivables Advance Rate" shall have the meaning set forth in Section 2.1(a)(B)(y)(i) hereof.

"UK Resolution Authority" shall mean the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

"UK Security Documents" shall mean the Debenture granted by the UK Borrower and ▇▇▇▇ ▇▇▇▇ to the Agent for the benefit of the Lenders.

"UK Swing Loans" shall mean Swing Loans made to the UK Borrower.

"Undrawn Availability" at a particular date shall mean an amount equal to (a) the lesser of (i) the Formula Amount or (ii) the Maximum Revolving Advance Amount minus the Maximum Undrawn Amount of all outstanding Letters of Credit, minus (b) the sum of the outstanding amount of Advances (other than the Term Loan).

"Unfunded Capital Expenditures" shall mean, as to any Loan Party, without duplication, a Capital Expenditure funded (a) from such Loan Party's internally generated cash flow or (b) with the proceeds of a Revolving Advance or Swing Loan.

"Uniform Commercial Code" shall have the meaning set forth in Section 1.3 hereof.

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"USA PATRIOT Act" shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107‑56, as the same has been, or shall hereafter be, renewed, extended, amended or replaced.

"US Borrowers" shall mean, collectively, Alloys, ALS, UES Corp., and National Roll and "US Borrower" shall mean each such party, as applicable.

"US Formula Amount" shall have the meaning set forth in Section 2.1(a)(A) hereof.

"US Letter of Credit" shall mean a Letter of Credit issued or caused to be issued for the account of a US Borrower.

"US Swing Loans" shall mean Swing Loans made to the US Borrowers.

"U.S. Government Securities Business Day" shall mean any day except for (a) a Saturday or Sunday or (b) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

"VFCP" shall mean the Voluntary Fiduciary Correction Program described in Federal Register Volume 71, No. 75, Pages 20261 et seq., as modified or amended by any successor guidance thereto as from time to time in effect.

"Write-Down and Conversion Powers" shall mean, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

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1.6. Excess Resulting from Exchange Rate Change. If at any time following one or more fluctuations in the exchange rate of: (i) Sterling or Euro 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; and/or (ii) the Swedish Krona or Euro against the Dollar, (a) the aggregate outstanding principal balance of Advances to the Swedish Borrowers exceeds the lesser of the amount available under 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

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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 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.

1.7. Benchmark Replacement Notification; Rates. Section 3.8.4. of this Agreement provides a mechanism for determining an alternative rate of interest in the event that any Benchmark, for any applicable currency, is no longer available or in certain other circumstances. The Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of or calculation of, or any other matter related to, any Benchmark, for any applicable currency, or any component definition thereof or rates referred to in the definition thereof, or any alternative or successor rate thereto, or replacement rate therefor (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, such Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Agent and its affiliates or other related entities may engage in transactions that affect the calculation of any Benchmark for any applicable currency, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrowers or any other person or entity. The Agent may select information sources or services in its reasonable discretion to ascertain any Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to any Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

1.8. Conforming Changes Relating to Term SOFR Rate, Eurocurrency Rate and Daily Simple RFR. With respect to the Term SOFR Rate, the Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any Other Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any Other Document; provided that, with respect to any such amendment effected, the Agent shall provide notice to the Borrowers and the Lenders of each such amendment implementing such Conforming Changes reasonably promptly after such amendment becomes effective.

(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 ▇▇▇▇▇▇'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 Advances to the UK Borrower plus the aggregate Dollar Equivalent of the outstanding Advances to Swedish

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Borrowers, 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 and 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 "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) [reserved], minus

(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 Closing Date, make Revolving Advances in Sterling or Euros to the UK Borrower in aggregate amounts outstanding at any time equal to such ▇▇▇▇▇▇'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 lesser of (A) up to eighty-five percent (85%) (the "UK Receivables Advance Rate") of Eligible UK Receivables, other than Eligible UK Insured Foreign Receivables or (B) Five Million and 00/100 Dollars ($5,000,000.00), plus

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(ii) the lesser of (A) up to ninety percent (90%) (the "UK Insured Foreign Receivables Advance Rate") of Eligible UK Insured Foreign Receivables or (B) Fifteen Million and 00/100 Dollars ($15,000,000.00), plus

(iii) 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) Ten Million and 00/100 Dollars ($10,000,000.00), plus

(iv) [reserved], minus

(v) the aggregate Maximum Undrawn Amount of all outstanding UK Letters of Credit and/or Swedish Swing Loans, as applicable, minus

(vi) 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 Sections 2.1(a)(B)(y)(i), (ii), (iii) and (iv) minus Sections 2.1(a)(B)(y)(v) and (vi) 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 Closing Date, make Revolving Advances in Swedish Krona or Euros to Swedish Borrowers in aggregate amounts outstanding at any time equal to such ▇▇▇▇▇▇'s Revolving Commitment Percentage of the lesser of (x) the lesser of 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 lesser of (A) up to eighty-five percent (85%) (the "Swedish Receivables Advance Rate") of Eligible Swedish Receivables, other than Eligible Swedish Insured Foreign Receivables or (B) Seven Million Five Hundred Thousand and 00/100 Dollars ($7,500,000.00), plus

(ii) the lesser of (A) up to ninety percent (90%) (the "Swedish Insured Foreign Receivables Advance Rate") of Eligible Swedish Insured Foreign Receivables or (B) Thirty Million and 00/100 Dollars ($30,000,000.00), plus

(iii) 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), in each case of the foregoing, the lesser of (a) the Dollar Equivalent amount secured by the applicable Pledge Agreement regarding Floating Charge Certificates or (b) Twenty Million and 00/100 Dollars ($20,000,000.00), minus

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(iv) the aggregate Maximum Undrawn Amount of all outstanding UK Letters of Credit and/or Swedish Letters of Credit, as applicable, 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)(C)(y)(i), (ii) and (iii) minus Sections 2.1(a)(C)(y)(iv) and (v) at any time and from time to time shall be referred to as the "Swedish Formula Amount" (the US Formula Amount, the UK Formula Amount and the Swedish Formula Amount are, singularly or collectively, as applicable and as the context may require, the "Formula Amount").

(D) (i) The Lenders' aggregate obligations to make Revolving Advances pursuant to this Agreement (whether pursuant to clause (A), (B) or (C)) 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.

(E) 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.

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(c) As of the Closing Date, (i) the Existing Letters of Credit will be deemed to have been issued as, and be, Letters of Credit under this Agreement, and (ii) the Existing Letters of Credit and the reimbursement obligations in respect thereof will be Indebtedness under this Agreement and will no longer be Indebtedness under the Existing Credit Agreement. In accordance with the foregoing, from and after the Closing Date all fees and other charges payable with respect to the Existing Letters of Credit will be determined in accordance with Section 3.2(a) of this Agreement.

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(d) Upon the request of Agent, (i) if the Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an Letter of Credit Borrowing, or (ii) if, on the last day of the Term, any Letter of Credit for any reason remains outstanding, Borrowers shall, in each case, immediately Cash Collateralize the Maximum Undrawn Amount of all outstanding Letters of Credit. Borrowers hereby grant to Agent, for the benefit of the Issuer and the Lenders, a security interest in all cash collateral pledged pursuant to this Section or otherwise under this Agreement.

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(b) In the event of any issuance or other incurrence of Indebtedness by any Loan Party or the issuance of any Equity Interests by any Loan Party, the Loan Parties shall, no later than one (1) Business Day after the receipt by the Loan Parties of (i) the cash proceeds from any such issuance or incurrence of Indebtedness or (ii) the net cash proceeds of any issuance of Equity Interests, as applicable, repay the Advances in an amount equal to (x) one hundred percent (100%) of such cash proceeds in the case of such incurrence or issuance of Indebtedness and (y) fifty percent (50%) of such net cash proceeds in the case of an issuance of Equity Interests. Such repayments will be applied in the same manner as set forth in Section 2.20(b) hereof.

(c) If at any time the aggregate balance of the outstanding Term Loan made to the US Borrowers exceeds the Term Loan NOLV permitted hereunder, such excess amount 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. Such repayments shall be applied to the outstanding principal installments of the Term Loan in the inverse order of the maturities thereof.

(d) All proceeds received by Borrowers or Agent (i) under any insurance policy on account of damage or destruction of any assets or property of any Borrowers, or (ii) as a result of any taking or condemnation of any assets or property shall be applied in accordance with Section 6.6 hereof.

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(A) Defaulting Lender's Participation Commitment in the outstanding Swing Loans and of the Maximum Undrawn Amount of all outstanding Letters of Credit shall be reallocated among Non-Defaulting Lenders holding Revolving Commitments in proportion to the respective Revolving Commitment Percentages of such Non-Defaulting Lenders to the extent (but only to the extent) that (x) such reallocation does not cause the aggregate sum of outstanding Revolving Advances made by any such Non-Defaulting Lender holding a Revolving Commitment plus such ▇▇▇▇▇▇'s reallocated Participation Commitment in the outstanding Swing Loans plus such ▇▇▇▇▇▇'s reallocated Participation Commitment in the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit to exceed the Revolving Commitment

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Amount of any such Non-Defaulting Lender, and (y) no Default or Event of Default has occurred and is continuing at such time;

(B) if the reallocation described in clause (A) above cannot, or can only partially, be effected, Borrowers shall within one Business Day following notice by Agent (x) first, prepay any outstanding Swing Loans that cannot be reallocated, and (y) second, cash collateralize for the benefit of Issuer, Borrowers' obligations corresponding to such Defaulting Lender's Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit (after giving effect to any partial reallocation pursuant to clause (A) above) in accordance with Section 3.2(b) for so long as such Obligations are outstanding;

(C) if Borrowers cash collateralize any portion of such Defaulting Lender's Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit pursuant to clause (B) above, Borrowers shall not be required to pay any fees to such Defaulting Lender pursuant to Section 3.2(a) with respect to such Defaulting Lender's Revolving Commitment Percentage of Maximum Undrawn Amount of all Letters of Credit during the period such Defaulting Lender's Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit are cash collateralized;

(D) if Defaulting Lender's Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit is reallocated pursuant to clause (A) above, then the fees payable to Lenders holding Revolving Commitments pursuant to Section 3.2(a) shall be adjusted and reallocated to Non-Defaulting Lenders holding Revolving Commitments in accordance with such reallocation; and

(E) if all or any portion of such Defaulting Lender's Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit is neither reallocated nor cash collateralized pursuant to clauses (A) or (B) above, then, without prejudice to any rights or remedies of Issuer or any other Lender hereunder, all Letter of Credit Fees payable under Section 3.2(a) with respect to such Defaulting Lender's Revolving Commitment Percentage of the Maximum Undrawn Amount of all Letters of Credit shall be payable to the Issuer (and not to such Defaulting Lender) until (and then only to the extent that) such Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit is reallocated and/or cash collateralized; and

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2.25. Currency Fluctuations.

If on any Computation Date the aggregate balance of outstanding Revolving Advances and the Maximum Undrawn Amount of all outstanding Letters of Credit is in excess of the Maximum Revolving Advances Amount as a result of a change in exchange rates between one (1) or more Optional Currencies and Dollars, then the Agent shall notify the Borrowers of the same. The Borrowers shall pay or prepay the Advances (subject to Borrowers' indemnity obligations hereunder) within one (1) Business Day after receiving such notice such that the aggregate balance of outstanding Revolving Advances and the Maximum Undrawn Amount of all outstanding Letters of Credit shall not exceed the Maximum Revolving Advances Amount after giving effect to such payments or prepayments.

2.26. Periodic Computations of Dollar Equivalent Amount of UK Letter of Credit Obligations and Swedish 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").

2.27. Judgment Currency.

(a) Currency Conversion Procedures for Judgments. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder or under any Other Document in any currency (the "Original Currency") into another currency (the "Other Currency"), the parties hereby agree, to the fullest extent permitted by Law, that the rate of exchange used shall be that at which in accordance with normal banking procedures each Lender could purchase the

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Original Currency with the Other Currency after any premium and costs of exchange on the Business Day preceding that on which final judgment is given.

(b) Indemnity in Certain Events. The obligation of the Borrowers in respect of any sum due from the Borrowers to any Lender hereunder shall, notwithstanding any judgment in an Other Currency, whether pursuant to a judgment or otherwise, be discharged only to the extent that, on the Business Day following receipt by any Lender of any sum adjudged to be so due in such Other Currency, such Lender may in accordance with normal banking procedures purchase the Original Currency with such Other Currency. If the amount of the Original Currency so purchased is less than the sum originally due to such Lender in the Original Currency, the Borrowers agree, as a separate obligation and notwithstanding any such judgment or payment, to indemnify such Lender against such loss.

2.28. European Monetary Union.

(a) Payments In Euros Under Certain Circumstances. If (A) any Optional Currency ceases to be lawful currency of the nation issuing the same and is replaced by the Euro or (B) any Optional Currency and the Euro are at the same time recognized by any governmental authority of the nation issuing such currency as lawful currency of such nation and the Agent or the Issuer shall so request in a notice delivered to the Loan Parties, then any amount payable hereunder by any party hereto in such Optional Currency shall instead be payable in the Euro and the amount so payable shall be determined by translating the amount payable in such Optional Currency to the Euro at the exchange rate established by that nation for the purpose of implementing the replacement of the relevant Optional Currency by the Euro (and the provisions governing payments in Optional Currencies in this Agreement shall apply to such payment in the Euro as if such payment in the Euro were a payment in an Optional Currency). Prior to the occurrence of the event or events described in clause (A) or (B) of the preceding sentence, each amount payable hereunder in any Optional Currency will, except as otherwise provided herein, continue to be payable only in that currency.

(b) Additional Compensation Under Certain Circumstances. Each Loan Party agrees, at the request of any Lender, to compensate such Lender for any loss, cost, expense or reduction in return that such Lender shall reasonably determine shall be incurred or sustained by such Lender as a result of the replacement of any Optional Currency by the Euro and that would not have been incurred or sustained but for the transactions provided for herein. A certificate of any Lender setting forth such Lender's determination of the amount or amounts necessary to compensate such Lender shall be delivered to the Borrowing Agent and shall be conclusive absent manifest error so long as such determination is made on a reasonable basis. The Loan Parties shall pay such Lender the amount shown as due on any such certificate within ten (10) days after receipt thereof.

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and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, the Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, the Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, the Issuer or other Recipient, the Borrowers will pay to such Lender, the Issuer or other Recipient, as the case may

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be, such additional amount or amounts as will compensate such Lender or the Issuer or other Recipient, as the case may be, for such additional costs incurred or reduction suffered; provided that upon the occurrence of any Change in Law imposing a reserve percentage on any interest rate based on SOFR, a Eurocurrency Rate or a Daily Simple RFR, the Agent, in its reasonable discretion, may modify the calculation of each such SOFR-, Eurocurrency Rate- or Daily Simple RFR- based interest rate to add (or otherwise account for) such reserve percentage.

3.8.1 Unascertainable; Increased Costs; Deposits Not Available. If at any time:

then the Agent shall have the rights specified in Section 3.8.3 hereof.

3.8.2. Illegality. If at any time any Lender shall have determined, or any Governmental Body shall have asserted, that the making, maintenance or funding of any Advance to which any interest rate option applies, or the determination or charging of interest rates based upon any interest rate option has been made impracticable or unlawful by compliance by such Lender in good faith with any Law or any interpretation or application thereof by any Governmental Body or with any request or directive of any such Governmental Body (whether or not having the force of Law), or any Governmental Body has imposed material restrictions on the authority of such

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Lender to purchase, sell, or take deposits of any currency in the applicable interbank market for the applicable currency;

then the Agent shall have the rights specified in Section 3.8.3 hereof.

3.8.3 Agent’s and ▇▇▇▇▇▇’s Rights. In the case of any event specified in Section 3.8.1 above, the Agent shall promptly notify the Lenders and the Borrowing Agent thereof, and in the case of an event specified in Section 3.8.2 above, such Lender shall promptly so notify the Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and the Agent shall promptly send copies of such notice and certificate to the other Lenders and the Borrowing Agent.

If any Lender notifies the Agent of a determination under Section 3.8.2 the Borrowers shall, subject to the Borrowers’ indemnification Obligations hereunder, as to any Advance of the Lender to which an affected interest rate option applies, on the date specified in such notice either convert such Advance to a Domestic Rate Loan otherwise available with respect to such Advance (which shall be, with respect to Advances denominated in an Optional Currency, in an amount equal to the Dollar Equivalent of such Optional Currency) or prepay such Loan in accordance with the terms and conditions of this Agreement. Absent due notice from the Borrowing Agent of

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conversion or prepayment, such Advance shall automatically be converted to a Domestic Rate Loan (which shall be, with respect to Loans denominated in an Optional Currency, in an amount equal to the Dollar Equivalent of such Optional Currency) upon such specified date.

3.8.4. Benchmark Replacement Setting.

(a) Benchmark Replacement. Notwithstanding anything to the contrary herein or in the Other Documents (and any agreement executed in connection with an Interest Rate Hedge shall be deemed not to be an "Other Document" for purposes of this Section titled "Benchmark Replacement Setting"), if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark for any currency, then (A) if a Benchmark Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Other Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any Other Document and (B) if a Benchmark Replacement is determined in accordance with clause (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Other Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any Other Document so long as the Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.

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

(c) Notices; Standards for Decisions and Determinations. The Agent will promptly notify the Borrowing Agent and the Lenders of (i) the implementation of any Benchmark Replacement, and (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrowing Agent of, (x) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (d) below and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent

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from any other party to this Agreement or any other Other Document except, in each case, as expressly required pursuant to this Section.

(d) Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any of the Other Documents, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate or based on a term rate and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor of such Benchmark is not or will not be representative, then the Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(e) Benchmark Unavailability Period. Upon the Borrowers’ receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrowers may revoke any pending request for conversion to or continuation of an Advance to be made, converted, or continued at the then-current Benchmark during any Benchmark Unavailability Period and, failing that, the Borrowers will be deemed to have converted any such request into a request for a Domestic Rate Loan or conversion to a Domestic Rate Loan. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon such then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination thereof.

(f) Certain Defined Terms. As used in this Section titled "Benchmark Replacement Setting":

“Available Tenor” shall mean, as of any date of determination and with respect to the then-current Benchmark, as applicable (x) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an Interest Period pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor of such Benchmark that is then-removed from the definition of “Interest Period” pursuant to paragraph (d) of this Section.

“Benchmark” shall mean, initially, SOFR and the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to a then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to this Section. Any reference to “Benchmark” shall include, as applicable, the published component used in the calculation thereof.

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“Benchmark Replacement” shall mean, with respect to any Benchmark Transition Event, the first alternative set forth in the order below that can be determined by the Agent for the applicable Benchmark Replacement Date:

provided that, if the Benchmark Replacement as determined pursuant to clause (2) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the Other Documents; provided further that any Benchmark Replacement shall be administratively feasible as determined by the Agent in its sole discretion.

“Benchmark Replacement Adjustment” shall mean, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero) that has been selected by the Agent and the Borrowers giving due consideration to (A) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated syndicated credit facilities at such time.

“Benchmark Replacement Date” shall mean a date and time determined by the Agent, which date shall be no later than the earliest to occur of the following events with respect to the then-current Benchmark:

(1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (A) the date of the public statement or publication of information referenced therein and (B) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate or is based on a term rate, all Available Tenors of such Benchmark (or such component thereof); or

(2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the date determined by the Agent, which date shall promptly follow the date of the public statement or publication of information referenced therein.

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For the avoidance of doubt, if such Benchmark is a term rate or is based on a term rate, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” shall mean the occurrence of one or more of the following events with respect to the then-current Benchmark:

(1) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide such Benchmark (or component thereof) or, if such Benchmark is a term rate or is based on a term rate, all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(2) a public statement or publication of information by a Governmental Body having jurisdiction over the Agent, the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate or is based on a term rate, all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate or is based on a term rate, any Available Tenor of such Benchmark (or such component thereof); or

(3) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) or a Governmental Body having jurisdiction over the Agent announcing that such Benchmark (or component thereof) or, if such Benchmark is a term rate or is based on a term rate, all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.

For the avoidance of doubt, if such Benchmark is a term rate or is based on a term rate, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Unavailability Period” shall mean the period (if any) (x) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark

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Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Other Document in accordance with this Section titled “Benchmark Replacement Setting” and (y) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Other Document in accordance with this Section titled “Benchmark Replacement Setting.”

“Unadjusted Benchmark Replacement” shall mean the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

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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, ▇▇▇▇ 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).

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Agent in writing of its legal inability to do so.

Notwithstanding anything to the contrary in this Section 3.10, with respect to any UK Borrower, ▇▇▇▇ ▇▇▇▇, or other Relevant Obligor, the provisions of Schedule 3.10 shall apply and control in respect of UK withholding tax and related tax treatment.

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(i) Notwithstanding anything that may be contained herein to the contrary, following the commencement of a Trigger Period, if an Authorized Officer of the Borrowing Agent certifies to the Agent in writing that all conditions necessary to terminate any applicable Trigger Period have occurred (and the Borrowing Agent has provided the Agent with all calculations and documentation reasonably requested by Agent in connection therewith), (i) the requirements of Sections 4.8(d) and 4.8(h) shall be suspended until the commencement of the next Trigger Period occurs, and (ii) the Agent shall provide written notice to the Borrowing Agent that the requirements of Sections 4.8(d) and 4.8(h) will be suspended until the commencement of the next Trigger Period.

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Each of the Loan Parties acknowledges 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.

(j) No Loan Party will, without Agent's consent, compromise or adjust any Receivables (or extend the time for payment thereof) or accept any returns of merchandise or grant any additional discounts, allowances or credits thereon except for those compromises, adjustments, returns, discounts, credits and allowances as have been heretofore customary in the Ordinary Course of Business of such Loan Party.

(k) All deposit accounts (including all Blocked Accounts and Depository Accounts), securities accounts and investment accounts of each Loan Party and its Subsidiaries as of the Closing Date have been disclosed in writing by the Loan Parties to the Agent. No Loan Party shall open any new deposit account, securities account or investment account unless (i) the Loan Parties shall have given at least thirty (30) days prior written notice to Agent and (ii) if such account is to be maintained with a bank, depository institution or securities intermediary that is not the Agent, such bank, depository institution or securities intermediary, each applicable Loan Party and Agent shall first have entered into an account control agreement in form and substance satisfactory to Agent sufficient to give Agent "control" (for purposes of Articles 8 and 9 of the Uniform Commercial Code) over such account.

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.

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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, ▇▇▇▇ Roll or the Swedish Borrowers):

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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 the UK Borrower, ▇▇▇▇ Roll or the Swedish Borrowers):

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(b) Agent is hereby authorized to adjust and compromise claims under insurance coverage referred to in Section 6.6(a)(i) above to the extent such insurance coverage relates to Collateral. All loss recoveries received by Agent under any such insurance may be applied to the Obligations, in such order as Agent in its sole discretion shall determine. Any surplus shall be paid by Agent to Borrowers or applied as may be otherwise required by law. Any deficiency thereon shall be paid by Borrowers to Agent, on demand. Anything hereinabove to the contrary notwithstanding, and subject to the fulfillment of the conditions set forth below, Agent shall remit to Borrowing Agent insurance proceeds received by Agent during any calendar year under insurance policies procured and maintained by the Loan Parties which insure the Loan Parties' insurable properties to the extent such insurance proceeds do not exceed Two Million Five Hundred Thousand and 00/100 Dollars ($2,500,000.00) per occurrence. In the event the amount of insurance proceeds received by Agent for any occurrence exceeds Two Million Five Hundred Thousand and 00/100 Dollars ($2,500,000.00), then Agent may, in its sole but reasonable discretion, either remit the insurance proceeds to Borrowing Agent upon Borrowing Agent providing Agent with evidence reasonably satisfactory to Agent that the insurance proceeds will be used by the Loan Parties to repair, replace or restore the insured property which was the subject of the insurable loss, or apply the proceeds to the Obligations, as aforesaid. Any agreement of Agent to remit insurance proceeds in the manner above provided shall be subject in each instance to satisfaction of each of the following conditions: (x) No Event of Default or Default shall then have occurred, (y) the Loan Parties shall use such insurance proceeds promptly but, in any event with one hundred eighty (180) days of receipt of such insurance proceeds, to repair, replace or restore the insurable property which was the subject of the insurable loss and for no other purpose, and (z) such remittances shall be made under such procedures as Agent may establish. If any Loan Party fails to obtain insurance as hereinabove provided, or to keep the same in force, Agent, if Agent so elects, may obtain such insurance and pay the premium therefor on behalf of such Loan Party, which payments shall be charged to Borrowers' Account and constitute part of the obligations.

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Except as otherwise expressly set forth in this Agreement, to the extent that the Loan Parties desire to include such Receivables in the Formula Amount, 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 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 Formula Amount, 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, any state or any department, agency or instrumentality of any of them.

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 the UK Borrower, ▇▇▇▇ Roll or the

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Swedish Borrowers):

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Each request for an Advance by any Borrower hereunder shall constitute a representation and warranty by each Loan Party as of the date of such Advance that the conditions contained in this subsection shall have been satisfied.

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 the UK Borrower, Davy Roll or the Swedish Borrowers):

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(a) In the event any Loan Party obtains, gives or receives notice of any Release or threat of Release of a reportable quantity of any Hazardous Materials at the Real Property (any such event being hereinafter referred to as a "Hazardous Discharge") or receives any notice of violation, request for information or notification that it is potentially responsible for investigation or cleanup of environmental conditions at the Real Property, demand letter or complaint, order, citation, or other written notice with regard to any Hazardous Discharge or violation of Environmental Laws affecting the Real Property or any Loan Party's interest therein or the operations or the business (any of the foregoing is referred to herein as an "Environmental Complaint") from any Person, including any Governmental Body in each case where the facts underlying such occurrence described in the preceding clause would reasonably be expected to result in a Material Adverse Effect, then Borrowing Agent shall, within five (5) Business Days, give written notice of same to Agent detailing facts and circumstances of which any Loan Party is aware giving rise to the Hazardous Discharge or Environmental Complaint. Such information is to be provided to allow Agent to protect its security interest in and Lien on the Collateral and is not intended to create nor shall it create any obligation upon Agent or any Lender with respect thereto.

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(b) Borrowing Agent shall promptly forward to Agent copies of any request for information, notification of potential liability, demand letter relating to potential responsibility with respect to the investigation or cleanup of Hazardous Materials at any other site owned, operated or used by any Loan Party to manage of Hazardous Materials in each case where the facts underlying such occurrence described in the preceding clause would reasonably be expected to result in a Material Adverse Effect, and shall continue to forward copies of correspondence between any Loan Party and the Governmental Body regarding such claims to Agent until the claim is settled. Borrowing Agent shall promptly forward to Agent copies of all documents and reports concerning a Hazardous Discharge or Environmental Complaint at the Real Property, operations or business that any Loan Party is required to file under any Environmental Laws. Such information is to be provided solely to allow Agent to protect Agent's security interest in and Lien on the Collateral.

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Information required to be delivered pursuant to Sections 9.7 and 9.8 above, shall be deemed to have been delivered to the Agent and each Lender on the date on which such information is available on the website of the SEC at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇▇▇▇▇▇▇▇ charge (to the extent such information has been posted or is available as described in such notice).

9.10. Borrowing Certificates. Furnish Agent and Lenders within twenty (20) days after the end of each month as and for the prior month a Borrowing Base Certificate, in form and substance satisfactory to Agent (which shall be calculated as of the last day of the prior month and which shall not be binding upon Agent or restrictive of Agent's rights under this Agreement). During any applicable Trigger Period, (i) within three (3) Business Days of the commencement of such applicable Trigger Period, a Borrowing Base Certificate shall be furnished to the Agent and the Lenders based on the most recent calendar week ended five (5) days or more prior to the commencement of such applicable Trigger Period, and (ii) thereafter, within three (3) Business Days after each calendar week until such time as such applicable Trigger Period has ended, a

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Borrowing Base Certificate shall be furnished to the Agent and the Lenders based on the most recently ended calendar week.

9.11. Other Reports. Furnish Agent as soon as available, but in any event within ten (10) days after the issuance thereof, (i)with copies of such financial statements, reports and returns as each Loan Party shall send to its stockholders and/or members and (ii) copies of all notices, reports (including Form 8-K), registration statements and prospectuses and other shareholder communications, filed by Ampco-Pitt Corp. with the SEC and not posted to the ▇▇▇▇▇ website.

9.12. Additional Information. Furnish Agent with such additional information as Agent shall reasonably request in order to enable Agent to determine whether the terms, covenants, provisions and conditions of this Agreement and the Other Documents have been complied with by the Loan Parties including, without the necessity of any request by Agent, (a) copies of all environmental audits and reviews, (b) at least thirty (30) days prior thereto, notice of any Loan Party's opening of any new office or place of business or any Loan Party's closing of any existing office or place of business, (c) promptly upon any Loan Party's learning thereof, notice of any labor dispute to which any Loan Party may become a party, any strikes or walkouts relating to any of its plants or other facilities, and the expiration of any labor contract to which any Loan Party is a party or by which any Loan Party is bound and (d) promptly upon any Loan Party's learning thereof, notice of any applicable Customer ceasing to be a Designated Customer.

9.13. Projected Operating Budget. Furnish Agent, no later than thirty (30) days after the beginning of each Loan Party's fiscal years commencing with fiscal year 2026, a projected statement of income and cash flow of the Loan Parties and their Subsidiaries on a consolidated basis for such fiscal year and a balance sheet as at the end of the fiscal year, projected sales, operating income and net income on a consolidated basis for each quarter, and projected sales and operating income by operating entity. Such projections to be accompanied by a certificate signed by the Authorized Officer of the Borrowing Agent to the effect that such projections have been prepared on the basis of sound financial planning practice consistent with past budgets and financial statements and that such officer has no reason to question the reasonableness of any material assumptions on which such projections were prepared (it being understood that such projections are and will be subject to significant uncertainties and contingencies, many of which are beyond the Loan Parties' control, and that no assurance can be given that the projections will be realized).

9.14. Variances From Operating Budget. Furnish Agent, concurrently with the delivery of the financial statements referred to in Sections 9.7, 9.8 and 9.9, a written report providing an overview of operating results of each operating entity.

9.15. Notice of Suits, Adverse Events. Furnish Agent with prompt written notice of (i) any lapse or other termination of any Consent issued to any Loan Party by any Governmental Body or any other Person that is material to the operation of any Loan Party's business, (ii) any refusal by any Governmental Body or any other Person to renew or extend any such Consent; and (iii) copies of any periodic or special reports filed by any Borrower or any Guarantor with any Governmental Body or Person, if such reports indicate any material change in the business, operations, affairs or condition of any Borrower or any Guarantor, or if copies thereof are requested by ▇▇▇▇▇▇, and (iv) copies of any material notices and other material communications related to

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material matters from any Governmental Body or Person which specifically relate to any Borrower or any Guarantor.

9.16. ERISA Notices and Requests. 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 favorable or unfavorable determination letter from the Internal Revenue Service regarding the qualification of a Plan under Section 401(a) of the Code, together with copies of each such letter; (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 or otherwise 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 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.

9.17. Additional Documents. Execute and deliver to Agent, upon request, such documents and agreements as Agent may, from time to time, reasonably request to carry out the purposes, terms or conditions of this Agreement.

9.18. Updates to Certain Schedules. Deliver to Agent promptly as shall be required to maintain the related representations and warranties as true and correct, updates to Schedules 4.4 (Locations of equipment and Inventory), 5.24 (Equity Interests), and 5.25 (Commercial Tort Claims); provided, that absent the occurrence and continuance of any Event of Default, Loan Party shall only be required to provide such updates on a monthly basis in connection with delivery of a Compliance Certificate with respect to the applicable month. Any such updated Schedules delivered by the Loan Parties to Agent in accordance with this Section 9.17 shall automatically

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and immediately be deemed to amend and restate the prior version of such Schedule previously delivered to Agent and attached to and made part of this Agreement.

9.19. Financial Disclosure. Each Loan Party hereby irrevocably authorizes and directs all accountants and auditors employed by such Loan Party at any time during the Term to exhibit and deliver to Agent and each Lender copies of any of such Loan Party's financial statements, trial balances or other accounting records of any sort in the accountant's or auditor's possession, and to disclose to Agent and each Lender any information such accountants may have concerning such Loan Party's financial status and business operations. Each Loan Party hereby authorizes all Governmental Bodies to furnish to Agent and each Lender copies of reports or examinations relating to such Loan Party, whether made by such Loan Party or otherwise; however, Agent and each Lender will attempt to obtain such information or materials directly from such Loan Party prior to obtaining such information or materials from such accountants or Governmental Bodies.

The occurrence of any one or more of the following events shall constitute an "Event of Default":

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10.8. [Reserved].

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10.15. [Reserved].

10.16. Operations. The operations of any Borrower's or any Guarantor's manufacturing facility are interrupted (other than in connection with any regularly scheduled shutdown for employee vacations and/or maintenance in the Ordinary Course of Business) at any time for more than ten (10) consecutive days and to the extent such interruption is reasonably likely to result in a Material Adverse Effect, unless such Borrower or Guarantor shall (i) be entitled to receive for such period of interruption, proceeds of business interruption insurance sufficient to assure that its per diem cash needs during such period is at least equal to its average per diem cash needs for the consecutive three month period immediately preceding the initial date of interruption and (ii) receive such proceeds in the amount described in clause (i) preceding not later than thirty (30) days following the initial date of any such interruption; provided, however, that notwithstanding the provisions of clauses (i) and (ii) of this section, an Event of Default shall be deemed to have occurred if such Borrower or Guarantor shall be receiving the proceeds of business interruption insurance for a period of thirty (30) consecutive days;

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 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 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 or any Loan Party's failure to immediately report a Termination Event in accordance with Section 9.16 hereof.

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10.18. Anti-Money Laundering/International Trade Law Compliance. Any representation, warranty or covenant contained in Sections 5.28, 5.29, 6.16, 7.18 and 7.19 is or becomes false or misleading at any time.

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FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys' fees) of Agent in connection with enforcing its rights and the rights of Lenders under this Agreement and the Other Documents, and any Out-of-Formula Loans and Protective Advances funded by Agent with respect to the Collateral under or pursuant to the terms of this Agreement;

SECOND, to payment of any fees owed to Agent;

THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys' fees) of each of the Lenders to the extent owing to such Lender pursuant to the terms of this Agreement;

FOURTH, to the payment of all of the Obligations consisting of accrued interest on account of the Swing Loans;

FIFTH, to the payment of the outstanding principal amount of the Obligations consisting of Swing Loans;

SIXTH, to the payment of all Obligations arising under this Agreement and the Other Documents consisting of accrued fees and interest (other than interest in respect of Swing Loans paid pursuant to clause FOURTH above);

SEVENTH, to the payment of the outstanding principal amount of the Obligations (other than principal in respect of Swing Loans paid pursuant to clause FIFTH above) arising under this Agreement (including Cash Management Liabilities and Hedge Liabilities to the extent a reserve for such amounts has been included in the Formula Amount) (including the payment or cash collateralization of any outstanding Letters of Credit in accordance with Section 3.2(b) hereof).

EIGHTH, to all other Obligations arising under this Agreement (including Cash Management Liabilities and Hedge Liabilities which have not been reserved for as set forth in clause "SEVENTH" above)) which shall have become due and payable (hereunder, under the Other Documents or otherwise) and not repaid pursuant to clauses "FIRST" through "SEVENTH" above;

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NINTH, to all other Obligations which shall have become due and payable and not repaid pursuant to clauses "FIRST" through "EIGHTH" above; and

TENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus.

In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be applied pursuant to clauses "SIXTH", "SEVENTH", "EIGHTH" and "NINTH" above; and (iii) notwithstanding anything to the contrary in this Section 11.5, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty (including sums received as a result of the exercise of remedies with respect to such Guaranty) or from the proceeds of such Non-Qualifying Party's Collateral if such Swap Obligations would constitute Excluded Hedge Liabilities, provided, however, that to the extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of Collateral from other Borrowers and/or Guarantors that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise set forth above in this Section 11.5; and (iv) to the extent that any amounts available for distribution pursuant to clause "SEVENTH" above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by Agent as cash collateral for the Letters of Credit pursuant to Section 3.2(b) hereof and applied (A) first, to reimburse Issuer from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses "SEVENTH," "EIGHTH", and "NINTH" above in the manner provided in this Section 11.5.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, COUNTERCLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT, ANY OTHER DOCUMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN

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CONNECTION HEREWITH, OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT, ANY OTHER DOCUMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE AND EACH PARTY HEREBY CONSENTS THAT ANY SUCH CLAIM, COUNTERCLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENTS OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

This Agreement, which shall inure to the benefit of and shall be binding upon the respective successors and permitted assigns of each Loan Party, Agent and each Lender, shall become effective on the date hereof and shall continue in full force and effect until June 25, 2030 (the "Term") unless sooner terminated as herein provided. The Loan Parties may terminate this Agreement at any time upon thirty (30) days prior written notice to Agent upon payment in full of the Obligations.

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Any Lender giving a Notice to Borrowing Agent or any Loan Party shall concurrently send a copy thereof to Agent, and Agent shall promptly notify the other Lenders of its receipt of such Notice.

(A) If to Agent or PNC at:

PNC Bank, National Association

▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ (PT-PTWR-14-3)

Pittsburgh, Pennsylvania 15222

Attention: ▇▇▇▇▇ ▇▇▇▇▇

Telephone: ▇▇▇-▇▇▇-▇▇▇▇

Facsimile: ▇▇▇-▇▇▇-▇▇▇▇

with a copy to:

PNC Bank, National Association

PNC Firstside Center

Mailstop: P7-PFSC-04-T

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▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇

Pittsburgh, PA 15219

Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇

with an additional copy to:

▇▇▇▇▇ ▇▇▇▇ PLC

One Oxford Centre

▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇

Pittsburgh, Pennsylvania 15219

Attention: D. ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇

Telephone: ▇▇▇-▇▇▇-▇▇▇▇

Facsimile: ▇▇▇-▇▇▇-▇▇▇▇

(B) If to a Lender other than Agent, as specified on the signature pages hereof

(C) If to Borrowing Agent or any Loan Party:

Ampco-Pittsburgh Corporation

▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇

Box 427

Carnegie, PA 15106

Attention: Chief Financial Officer

Telephone: ▇▇▇-▇▇▇-▇▇▇▇

Facsimile: ▇▇▇-▇▇▇-▇▇▇▇

with a copy to:

Cozen ▇’▇▇▇▇▇▇

One Oxford Centre

▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇

Pittsburgh, PA 15219

Attention: ▇▇▇▇ ▇▇▇▇▇▇

Telephone: ▇▇▇-▇▇▇-▇▇▇▇

Facsimile: ▇▇▇-▇▇▇-▇▇▇▇

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16.18. [Reserved].

16.19. Limitations on Liability.

(a) Notwithstanding any provisions regarding joint and several liability contained in this Agreement, any Other Document or in any agreements related thereto, but subject to the express terms and provisions of UK Security Documents, it is the intent of the parties hereto and thereto, and such parties hereby agree that, neither the UK Borrower nor ▇▇▇▇ Roll shall be liable for any Obligations to the extent they do not constitute UK Obligations or the Term Loan, the present and future assets of the UK Borrower and/or Davy Roll 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 UK Obligations or, to the extent applicable, the Term Loan, and neither the Agent nor the Lenders shall have any recourse under this Agreement or any Other Documents against either of the UK Borrower or Davy Roll or, except as expressly set forth in the UK Security Documents, their respective assets in respect of any Obligations to the extent they do not constitute UK Obligations or, to the extent applicable, the Term Loan. All amounts paid by the UK Borrower or Davy Roll and all value derived from their respective assets shall be applied to UK Obligations, or to the extent applicable, the Term Loan.

(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 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.

16.20. Amendment and Restatement.

(a) This Agreement amends and restates in its entirety the Existing Credit Agreement. All references to the "Agreement" contained in the Other Documents delivered in

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connection with the Existing Credit Agreement or this Agreement shall, and shall be deemed to, refer to this Agreement. Notwithstanding the amendment and restatement of the Existing Credit Agreement by this Agreement, the Obligations of the Borrowers and the other Loan Parties outstanding as of the Closing Date under the Existing Credit Agreement and the Other Documents as defined and entered into in conjunction with the Existing Credit Agreement shall remain outstanding and shall constitute continuing Obligations without novation, but subject to any changes in the provisions governing the same under this Agreement and the Other Documents as defined in this Agreement. Such Obligations shall in all respects be continuing and this Agreement shall not be deemed to evidence or result in a novation or repayment and reborrowing of such Obligations.

(b) Each of ▇▇▇▇ ▇▇▇▇ and the UK Borrower confirms that:

(i) its liabilities and obligations arising under this Agreement shall, to the extent that those liabilities and obligations are UK Obligations, form part of (but do not limit) the Secured Obligations (as defined in the UK Security Document); and

(ii) the security created or expressed to be created in favor of the Agent (for itself and the benefit of the Lenders) by each of ▇▇▇▇ ▇▇▇▇ and the UK Borrower pursuant to the UK Security Document shall cover (without limitation) the obligations and liabilities under this Agreement, to the extent that those liabilities and obligations are UK Obligations.

(c) Ampco UES confirms that:

(i) its liabilities and obligations arising under this Agreement shall form part of (but do not limit) the Secured Obligations (as defined in the Share Charge); and

(ii) the security created or expressed to be created in favor of the Agent (for itself and the benefit of the Lenders) by Ampco UES pursuant to the Share Charge shall cover (without limitation) the obligations and liabilities under this Agreement.

16.21 Acknowledgment and Consent to Bail-In of EEA Financial Institutions – Contractual Recognition of Bail-In.

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

(i) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender that is an Affected Financial Institution; and

(ii) the effects of any Bail-in Action on any such liability, including, if applicable:

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

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(B) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any Other Document; or

(C) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of the applicable Resolution Authority.

16.22. Acknowledgment Regarding any Supported QFCs.

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

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

(b) As used in this Section 16.22, the following terms have the following meanings:

"BHC Act Affiliate" of a party means an "affiliate" (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

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"Covered Entity" means any of the following: (i) a "covered entity" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b), (ii) a "covered bank" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a "covered FSI" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

"Default Right" has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

"QFC" has the meaning assigned to the term "qualified financial contract" in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

[INTENTIONALLY LEFT BLANK]

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Each of the parties has signed this Agreement effective as of the day and year first above written.

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