Fourth Amendment to the Revolving Credit and Security Agreement, dated June 23, 2020, by and among Ampco-Pittsburgh Corporation and PNC Bank, National Association, as agent for the lenders, and certain lenders, the borrowers, the guarantors and other parties thereto

Exhibit 10.1

FOURTH AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT

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

W I T N E S S E T H:

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

WHEREAS, the Borrowers desire to amend certain provisions of the Credit Agreement which provisions require only Required Lenders approval, and the Required Lenders and the Agent agree to permit such amendments pursuant to the terms and conditions set forth herein; and

WHEREAS, the lender identified on the signature pages hereto as the “Exiting Lender” (the “Exiting Lender”) has agreed to assign its Advances and Revolving Commitment pursuant to the terms hereof.

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

1. All capitalized terms used herein which are defined in the Credit Agreement shall have the same meanings herein as in the Credit Agreement unless the context herein clearly indicates otherwise.

2. Article 1 of the Credit Agreement is hereby amended by inserting therein as a new Section 1.7, in its proper numeric order the following:

1.7 LIBOR Notification.

Section 3.8.2. of this Agreement provides a mechanism for determining an alternate rate of interest in the event that the London interbank offered rate is no longer available or in certain other circumstances. The Agent will notify the Borrower, in accordance with the terms and provisions of Section 16.6 hereof, in advance of any change to the reference rate upon which the interest rate on LIBOR Rate Loans is based. The Agent does not warrant or accept any responsibility for and shall not have any liability with respect to, the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of “LIBOR Rate” or with respect to any alternative or successor rate thereto, or replacement rate therefor.

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

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

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

“Fourth Amendment” shall mean that certain Fourth Amendment to Revolving Credit and Security Agreement, dated as of the Fourth Amendment Closing Date, by and among the Loan Parties thereto, the Lenders party thereto and the Agent.

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

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

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Ampco Pitt-Corp., has not received the net proceeds of the issuance of either Ampco Preferred Shares and/or common stock of Ampco-Pitt Corp., in any case, in an amount not less than Ten Million and 00/100 Dollars ($10,000,000.00) (as evidenced and determined in form and substance acceptable to the Agent) on or before such date. Once instituted, such reserve shall remain in place until such date as Ampco Pitt-Corp., has received the net proceeds of the issuance of either Ampco Preferred Shares and/or common stock of Ampco-Pitt Corp., in any case, in an amount not less than Ten Million and 00/100 Dollars ($10,000,000.00) (as evidenced and determined in form and substance acceptable to the Agent).

“Overnight Bank Funding Rate” shall mean, for any, day the rate per annum (based on a year of 360 days and actual days elapsed) comprised of both overnight federal funds and overnight Eurocurrency borrowings by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the Federal Reserve Bank of New York, as set forth on its public website from time to time, and as published on the next succeeding Business Day as the overnight bank funding rate by such Federal Reserve Bank of New York (or by such other recognized electronic source (such as Bloomberg) selected by the Agent for the purpose of displaying such rate) (an “Alternate Source”); provided, that if such day is not a Business Day, the Overnight Bank Funding Rate for such day shall be such rate on the immediately preceding Business Day; provided, further, that if such rate shall at any time, for any reason, no longer exist, a comparable replacement rate determined by the Agent at such time (which determination shall be conclusive absent manifest error). If the Overnight Bank Funding Rate determined as above would be less than three-quarters of one percent (.75%), then such rate shall be deemed to be three-quarters of one percent (.75%). The rate of interest charged shall be adjusted as of each Business Day based on changes in the Overnight Bank Funding Rate without notice to the Borrower.

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

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

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“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

4. Section 1.2 of the Credit Agreement is hereby amended by deleting the following definitions in their entirety and inserting in their stead the following:

“Alternate Base Rate” shall mean, for any day, a rate per annum equal to the highest of (a) the Base Rate in effect on such day, (b) the sum of the Overnight Bank Funding Rate in effect on such day plus one half of one percent (0.5%), and (c) the sum of the Daily LIBOR Rate in effect on such day plus one percent (1.0%), so long as a Daily LIBOR Rate is offered, ascertainable and not unlawful.

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

“Applicable Margin” shall mean(a) the percentage spread to be added to Revolving Advances and Swing Loans consisting of Domestic Rate Loans based upon the Average Undrawn Availability for the most recently ended fiscal quarter according to the pricing grid set forth below under the heading “Applicable Margins for Domestic Rate Loans”; and (b) the percentage spread to be added to Revolving Advances consisting of LIBOR Rate Loans based upon the Average Undrawn Availability for the most recently ended fiscal quarter according to the pricing grid set forth below under the heading “Applicable Margins for LIBOR Rate Loans”.

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

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

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

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

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

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

“Federal Funds Effective Rate” shall mean for any day the rate per annum (based on a year of 360 days and actual days elapsed and rounded upward to the nearest 1/100 of 1%) announced by the Federal Reserve Bank of New York (or any successor) on such day as being the weighted average of the rates on overnight federal funds transactions arranged by federal funds brokers on the previous trading day, as computed and announced by such Federal Reserve Bank (or any successor) in substantially the same manner as such Federal Reserve Bank computes and announces the weighted average it refers to as the “Federal Funds Effective Rate” as of the date of this Agreement; provided, if such Federal Reserve Bank (or its successor) does not announce such rate on any day, the “Federal Funds Effective Rate” for such day shall be the Federal Funds Effective Rate for the last day on which such rate was announced; provided further, however, that if the Fed Funds Effective Rate determined as provided above would be less than three-quarters of one percent (.75%), such rate shall be deemed to be three-quarters of one percent (.75%) for purposes of this Agreement.

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

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

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

“LIBOR Rate” shall mean the following:

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

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substitute page) or any LIBOR Quoted Currency Alternate Source, a comparable replacement rate determined by Agent at such time (which determination shall be conclusive absent manifest error)), by (b) a number equal to 1.00 minus the Reserve Percentage; provided, however, that if the LIBOR Rate determined as provided above would be less than three-quarters of one percent (.75%), such rate shall be deemed to be three-quarters of one percent (.75%) for purposes of this Agreement.

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

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

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

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

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

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

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

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

“Published Rate” shall mean the rate of interest published each Business Day in the Wall Street Journal “Money Rates” listing under the caption “London Interbank Offered Rates” for a one month period (or, if no such rate is published therein for any reason, then the Published Rate shall be the LIBOR Rate for a one month period as published in another publication selected by the Agent); provided, however, that if the Published Rate determined as provided above would be less than three-quarters of one percent (.75%), such rate shall be deemed to be three-quarters of one percent (.75%) for purposes of this Agreement.

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

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

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

5. Clause (i) of the definition of “Eligible Domestic Receivables” in Section 1.2 of the Credit Agreement is hereby deleted in its entirety and in its stead is inserted the following:

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

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6. Each of: (1) clause (v) of Section 2.1(a)(A)(y); (2) clause (v) of Section 2.1(a)(B)(y); (3) clause (iv) of Section 2.1(a)(C)(y); and (4) clause (iv) of Section 2.1(a)(D)(y) is hereby amended to delete therefrom the reference to “reserves” and, in each case, to insert therein the reference to “reserves (including, without limitation, the Fourth Amendment Reserve)”.

7. Clause (b) of Section 2.8 of the Credit Agreement is hereby deleted in its entirety and in its stead is inserted the following:

(b) Each Borrower recognizes that the amounts evidenced by checks, notes, drafts or any other items of payment relating to and/or proceeds of Collateral may not be collectible by Agent on the date received by Agent. Agent shall conditionally credit Borrowers’ Account for each item of payment on the next Business Day after the Business Day on which such item of payment is received by Agent (and the Business Day on which each such item of payment is so credited shall be referred to, with respect to such item, as the “Application Date”). Agent is not, however, required to credit Borrowers’ Account for the amount of any item of payment which is unsatisfactory to Agent and Agent may charge Borrowers’ Account for the amount of any item of payment which is returned, for any reason whatsoever, to Agent unpaid. Subject to the foregoing, Borrowers agree that for purposes of computing the interest charges under this Agreement, each item of payment received by Agent shall be deemed applied by Agent on account of the Obligations on its respective Application Date. Borrowers further agree that there is a monthly float charge payable to Agent for Agent’s sole benefit, in an amount equal to (y) the face amount of all items of payment received during the prior month (including items of payment received by Agent as a wire transfer or electronic depository check) multiplied by (z) the Revolving Interest Rate with respect to Domestic Rate Loans for one (1) Business Day. All proceeds received by Agent shall be applied to the Obligations in accordance with Section 4.8(h).

8. Section 3.8 of the Credit Agreement is hereby deleted in its entirety and in its stead is inserted the following:

3.8 Alternate Rate of Interest.

3.8.1 Interest Rate Inadequate or Unfair.

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

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(a) reasonable means do not exist for ascertaining the LIBOR Rate for any Interest Period;

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

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

(d) the LIBOR Rate will not adequately and fairly reflect the cost to such Lender of the establishment or maintenance of any LIBOR Rate Loan,

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

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3.8.2 Successor LIBOR Rate Index.

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

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

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

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

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

“Benchmark Replacement Adjustment” means, with respect to any replacement of the LIBOR Rate with respect to any LIBOR Quoted Currency or any other Optional Currency, as applicable, with an alternate benchmark rate for each applicable Interest Period, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Agent and the Borrower (a) giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the LIBOR Rate with respect to such LIBOR Quoted Currency or such

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other Optional Currency, as applicable, with the applicable Benchmark Replacement (excluding such spread adjustment) by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for such replacement of the LIBOR Rate for (A) with respect to Dollar Loans, U.S. dollar-denominated credit facilities or (B) with respect to Optional Currency Loans, U.S. credit facilities providing for loans in such Optional Currency and (b) which may also reflect adjustments to account for (i) the effects of the transition from the LIBOR Rate with respect to such LIBOR Quoted Currency or such other Optional Currency, as applicable, to the Benchmark Replacement and (ii) yield- or risk-based differences between the LIBOR Rate with respect to such LIBOR Quoted Currency or such other Optional Currency, as applicable, and the Benchmark Replacement.

“Benchmark Replacement Conforming Changes” means, with respect to any applicable Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest and other administrative matters) that the Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Agent in a manner substantially consistent with market practice (or, if the Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Agent determines that no market practice for the administration of the Benchmark Replacement exists, in such other manner of administration as the Agent decides is reasonably necessary in connection with the administration of this Agreement).

“Benchmark Replacement Date” means the earlier to occur of the following events with respect to the LIBOR Rate with respect to any LIBOR Quoted Currency or any other Optional Currency, as applicable:

(1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the applicable LIBOR Rate permanently or indefinitely ceases to provide the such LIBOR Rate; or

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

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the applicable LIBOR Rate:

(1) a public statement or publication of information by or on behalf of the administrator of the LIBOR Rate with respect to such LIBOR Quoted Currency or such other Optional Currency, as applicable, announcing that such administrator has ceased or will cease to provide the applicable LIBOR Rate with respect to such LIBOR Quoted Currency or such other Optional Currency, as applicable, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the LIBOR Rate with respect to such LIBOR Quoted Currency or such other Optional Currency, as applicable;

(2) a public statement or publication of information by a Governmental Body having jurisdiction over the Agent, the regulatory supervisor for the administrator of the LIBOR Rate with respect to such LIBOR Quoted Currency or such other Optional Currency, as applicable, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for the LIBOR Rate with respect to such LIBOR Quoted Currency or such other Optional Currency, as applicable, a resolution authority with jurisdiction over the administrator for the LIBOR Rate with respect to such LIBOR Quoted Currency or such other Optional Currency, as applicable, or a court or an entity with similar insolvency or resolution authority over the administrator for the LIBOR Rate with respect to such LIBOR Quoted Currency or such other Optional Currency, as applicable, which states that the administrator of the LIBOR Rate with respect to such LIBOR Quoted Currency or such other Optional Currency, as applicable, has ceased or will cease to provide the LIBOR Rate with respect to such LIBOR Quoted Currency or such other Optional Currency, as applicable, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the LIBOR Rate with respect to such LIBOR Quoted Currency or such other Optional Currency, as applicable; or

(3) a public statement or publication of information by the regulatory supervisor for the administrator of the LIBOR Rate with respect to such LIBOR Quoted Currency or such other Optional Currency, as applicable, or a Governmental Body having jurisdiction over the Agent announcing that the LIBOR Rate with respect to such LIBOR Quoted Currency or such other Optional Currency, as applicable, is no longer representative.

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

“Early Opt-in Event” means a determination by the Agent that (a) with respect to Dollar LIBOR Rate Loans, U.S. dollar denominated credit facilities being executed at such time, or that include language similar to that contained in this Section 3.8.2, are being executed or amended, as applicable, to incorporate or adopt a new benchmark interest rate to replace the LIBOR Rate for Dollar Libor Rate Loans or (b) with respect to any Optional Currency LIBOR Rate Loans, U.S. credit facilities providing for loans in such Optional Currency being executed at such time, or that include language similar to that contained in this Section 3.8.2, are being executed or amended, as applicable, to incorporate or adopt a new benchmark interest rate to replace the LIBOR Rate for such Optional Currency LIBOR Rate Loans.

“Relevant Governmental Body” means (a) the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto and (b) with respect to any Optional Currency Loans, in addition to the Persons named in clause (a) of this definition, the comparable Governmental Body or other applicable Person for loans in such Optional Currency as determined by the Agent in its sole discretion.

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

4.6 Inspection of Premises.

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

10. Section 4.7 of the Credit Agreement is hereby deleted in its entirety and in its stead is inserted the following:

4.7 Appraisals.

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

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

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

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

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

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

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

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

(i) [Reserved].

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

6.5 Financial Covenants.

(a) [Reserved].

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

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

9.2 Schedules.

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

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

9.10 Borrowing Certificates.

Within three (3) Business Days after each calendar week, a Borrowing Base Certificate, in form and substance satisfactory to Agent, shall be furnished to the Agent and the Lenders based on the most recently ended calendar week.

17. Section 13.1 of the Credit Agreement is hereby deleted in its entirety and in its stead is inserted the following:

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13.1 Term.

This Agreement, which shall inure to the benefit of and shall be binding upon the respective successors and permitted assigns of each Loan Party, Agent and each Lender, shall become effective on the date hereof and shall continue in full force and effect until May 20, 2022 (the “Term”) unless sooner terminated as herein provided. Loan Parties may terminate this Agreement at any time upon thirty (30) days prior written notice to Agent upon payment in full of the Obligations.

18. Section 16.20 of the Credit Agreement is hereby deleted in its entirety and in its stead is inserted the following:

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

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

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

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

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

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

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

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

16.22 Acknowledgment Regarding any Supported QFCs.

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

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

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

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

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

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

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

20. Schedules 1.1, 1.1(S)(2), 4.4, 5.2(a), 5.2(b), 5.4, 5.8(b)(1), 5.8(d), 5.9, 5.14, 5.24, 5.27 and 7.3 to the Credit Agreement are hereby deleted in their entirety and replaced by Schedules 1.1, 1.1(S)(2), 4.4, 5.2(a), 5.2(b), 5.4, 5.8(b)(1), 5.8(d), 5.9, 5.14, 5.24, 5.27 and 7.3 respectively, to the Credit Agreement attached hereto and made a part hereof as Exhibit B.

21. Exhibits 1.2 and 1.2(a) to the Credit Agreement are hereby deleted in their entirety and replaced by Exhibits 1.2 and 1.2(a), respectively, to the Credit Agreement attached hereto and made a part hereof as Exhibit C.

22. The provisions of Sections 2 through 21 and Sections 23 through 25 of this Fourth Amendment shall not become effective until the Agent shall have received:

(a) this Fourth Amendment, duly executed by the Borrowers, the Guarantors, the Required Lenders and the Agent;

(b) the documents and conditions listed in the Preliminary Closing Agenda attached hereto and made a part hereof as Exhibit A;

(c) payment of (a) the fees due and payable under the Fee Letter and (b) all fees and expenses owed to the Agent, and the Agent’s counsel in connection with this Fourth Amendment and the Credit Agreement (including, without limitation, any such fees and expenses payable pursuant to any fee letter entered into between the Borrowers and the Agent in connection herewith); and

(d) such other documents in connection with such transactions as the Agent or said counsel may reasonably request.

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23. As of the Fourth Amendment Closing Date, the parties hereby agree (i) that the Revolving Commitment Amounts and Revolving Commitment Percentages shall, as applicable, be reallocated and shall be as set forth below each applicable Lender’s name on the applicable signature page hereof, (ii) that the requisite assignments shall be deemed to be made in such amounts among the Lenders (including the Exiting Lender) and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Commitment Transfer Supplements, (iii) to the non-pro rata repayment of Advances to the Exiting Lender as set forth in this Fourth Amendment and (iv) to any adjustments to be made to the Register to effectuate such reallocations and assignments. Notwithstanding anything to the contrary in Section 16.3 of the Credit Agreement or any Other Document, no other documents or instruments, including any Commitment Transfer Supplement, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by a Commitment Transfer Supplement. On the Fourth Amendment Closing Date, to the extent necessary, the Lenders shall make full cash settlement with each other through the Agent (including in the form of non-pro rata funding by M&T Bank as a new Lender with respect to its new Revolving Commitment Amount, including, without limitation, in an aggregate amount equal to the outstanding Advances of the Exiting Lender), as the Agent may direct or approve, with respect to all assignments, reallocations and other changes in Revolving Commitment Amounts such that after giving effect to such settlements each Lender’s Revolving Commitment Percentage, as applicable, shall be as set forth below such applicable Lender’s name on the applicable signature page hereof.

24. By its execution of this Fourth Amendment, each of the parties signatory hereto acknowledges and agrees that, upon the occurrence of the Fourth Amendment Closing Date, (a) the Exiting Lender shall cease to be a Lender under the Credit Agreement and (b) the Exiting Lender shall have no further rights or obligations as a Lender under the Credit Agreement, except to the extent of rights and obligations that survive a Lender’s assignment of its commitments pursuant to Section 16.3 of the Credit Agreement. The Exiting Lender is a party to this Fourth Amendment solely for the purpose of evidencing its agreement to Section 23 and this Section 24.

25. By its execution of this Fourth Amendment, M&T Bank, as a new Lender, hereby: (i) confirms that it has received a copy of the Credit Agreement, together with copies of such financial statements and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Fourth Amendment; (ii) confirms that it will, independently and without reliance upon Agent or any other Lenders and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement as are delegated to Agent by the terms thereof; (iv) agrees that it will perform all of its respective obligations as set forth in the Credit Agreement to be performed by it as a Lender; and (v) represents and warrants to Lenders, Agent and the Borrowers that it is either (x) entitled to the benefits of an income tax treaty with the United States of America that provides for an exemption from the United States withholding tax on interest and other payments made by Loan Parties under the Credit Agreement and the Other Documents or (y) is engaged in trade or business within the United States of America.

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

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

28. Each Loan Party represents and warrants to the Agent and each of the Lenders as follows: (i) such Loan Party has the full power to enter into, execute, deliver and carry out this Fourth Amendment and all such actions have been duly authorized by all necessary proceedings on its part, (ii) neither the execution and delivery of this Fourth Amendment by such Loan Party nor the consummation of the transactions herein contemplated or compliance with the terms and provisions hereof by any of them will conflict with, constitute a default under or result in any breach of (a) the terms and conditions of the certificate or articles of incorporation, bylaws or other organizational documents of such Loan Party or (b) any material Law or any material agreement or instrument or order, writ, judgment, injunction or decree to which such Loan Party is a party or by which it is bound or to which it is subject, or result in the creation or enforcement of any Lien, charge or encumbrance whatsoever upon any property (now or hereafter acquired) of such Loan Party, and (iii) this Fourth Amendment has been duly and validly executed and delivered by such Loan Party and constitutes the legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, except to the extent that enforceability of this Fourth Amendment may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforceability of creditors’ rights generally or limiting the right of specific performance and general concepts of equity.

29. To induce the Agent and the Lenders to enter into this Fourth Amendment, each Loan Party hereby releases, acquits and forever discharges the Agent and the Lenders, and all officers, directors, agents, employees, successors and assigns of the Agent and the Lenders, from any and all liabilities, claims, demands, actions or causes of action of any kind or nature (if there be any), whether absolute or contingent, disputed or undisputed, at law or in equity, or known or unknown, that such Loan Party now has or ever had against the Agent and the Lenders arising under or in connection with any of the Loan Documents or otherwise, in each case arising prior to the date hereof. Each Loan Party represents and warrants to the Agent and the Lenders that such Loan Party has not transferred or assigned to any Person any such claim that such Loan Party ever had or claimed to have against the Agent and the Lenders.

30. Each Loan Party represents and warrants that (i) no Default or Event of Default exists under the Credit Agreement, nor will any occur as a result of the execution and delivery of this Fourth Amendment or the performance or observance of any provision hereof or any transaction completed hereby, and (ii) the schedules attached to and made a part of the Credit Agreement, are true and correct in all material respects as of the date hereof, except as such schedules may have heretofore been amended or modified in writing in accordance with the Credit Agreement or pursuant to this Fourth Amendment.

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

32. The agreements contained in this Fourth Amendment are limited to the specific agreements made herein. Except as expressly set forth herein, this Fourth Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Agent or the Lenders under the Credit Agreement or any Other Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any Other Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any Other Document in similar or different circumstances. This Fourth Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. This Fourth Amendment amends the Credit Agreement and is not a novation thereof. Nothing expressed or implied in this Fourth Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Borrower or any Guarantor under the Credit Agreement or any Other Document from any of its obligations and liabilities thereunder.

33. This Fourth Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts each of which, when so executed, shall be deemed to be an original, but all such counterparts shall constitute but one and the same instrument. A signed copy of this Fourth Amendment delivered by facsimile, email, or other means of electronic transmission will be deemed to have the same legal effect as delivery of an original signed copy of this Fourth Amendment.

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

[INTENTIONALLY LEFT BLANK]

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

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EXHIBIT A

PRELIMINARY CLOSING AGENDA

(See Attached)

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PRELIMINARY CLOSING AGENDA

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

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EXHIBIT B

SCHEDULES

(See Attached)

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SCHEDULE 1.1

EXISTING LETTERS OF CREDIT

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SCHEDULE 1.1(S)(2)

EXCLUDED FOREIGN SUBSIDIARIES

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SCHEDULE 4.4

COLLATERAL LOCATIONS: PLACE OF BUSINESS,

CHIEF EXECUTIVE OFFICE, REAL PROPERTY

(b)(i) Inventory Locations

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

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

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

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SCHEDULE 5.2(a)

STATES OF QUALIFICATION AND GOOD STANDING

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SCHEDULE 5.2(b)

SUBSIDIARIES

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SCHEDULE 5.4

FEDERAL TAX IDENTIFICATION NUMBER

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SCHEDULE 5.8(b)(i)

LITIGATION

Asbestos Litigation

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

Asbestos Claims

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

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

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SCHEDULE 5.8(d)

PLANS

UES, Ampco-Pitt Corp., and ALS Plans

National Roll Plans

UK Borrower Plans

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Åkers Sweden Plans

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SCHEDULE 5.9

INTELLECTUAL PROPERTY, SOURCE CODE ESCROW AGREEMENTS

Patents:

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Trademarks:

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