SIGNATURE COPY Share Purchase Agreement Dated 2 August 1999 between DAVY METALS LIMITED as Seller KVAERNER PLC as Seller's Guarantor HAMSARD 2043 LIMITED as Purchaser and AMPCO - PITTSBURGH CORPORATION as Purchaser's Guarantor relating to the sale and...Share Purchase Agreement • August 18th, 1999 • Ampco Pittsburgh Corp • Pumps & pumping equipment
DEALER-MANAGER AGREEMENTDealer-Manager Agreement • July 21st, 2020 • Ampco Pittsburgh Corp • Pumps & pumping equipment • New York
The following will confirm our agreement relating to the proposed subscription rights offering (the “Rights Offering”) to be undertaken by Ampco-Pittsburgh Corporation, a Pennsylvania corporation (the “Company”), pursuant to which the Company will distribute to holders of record of its common stock, par value $1.00 per share (the “Common Stock”), subscription rights (the “Rights”) as set forth in the Company’s registration statement on Form S-1, as amended (File No. 333-239446), initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on June 26, 2020, to subscribe for and purchase up to an aggregate of units (the “Units”), each consisting of share[s] of Common Stock (the “Rights Shares”) and one Series A warrant (the “Warrants”), each to purchase share[s] of Common Stock, at a subscription price of $ per Unit (the “Subscription Price”).
WARRANT AGREEMENTWarrant Agreement • July 21st, 2020 • Ampco Pittsburgh Corp • Pumps & pumping equipment • New York
WARRANT AGREEMENT (this “Warrant Agreement”) made as of , 2020 (“Issuance Date”), between Ampco-Pittsburgh Corporation, a Pennsylvania corporation, with offices at 726 Bell Avenue, Suite 301, Carnegie, Pennsylvania 15106 (the “Company”), and Broadridge Corporate Issuer Solutions, Inc., with offices at 51 Mercedes Way, Edgewood, NY 11717 (“Warrant Agent”).
November 4, 2015Ampco Pittsburgh Corp • November 6th, 2015 • Pumps & pumping equipment
This Agreement further amends and restates in its entirety your amended and restated agreement with Ampco-Pittsburgh Corporation (the “Corporation”), dated as of December 31, 2008 (the “Original Agreement”).
Carnegie, PA 15106Ampco Pittsburgh Corp • March 18th, 2019 • Pumps & pumping equipment • Pennsylvania
This Agreement (this “Agreement”) is entered into among you, Ampco-Pittsburgh Corporation (the "Corporation") and Union Electric Steel Corporation (“UES”), on March 6, 2019 (the “Effective Date”).
ContractSubordination Agreement • March 7th, 2016 • Ampco Pittsburgh Corp • Pumps & pumping equipment • New York
THIS NOTE IS SUBORDINATED TO ANY PRESENT OR FUTURE INDEBTEDNESS AND OBLIGATIONS OWING FROM MAKER TO LENDERS AND AFFILIATES OF LENDERS UNDER THE REVOLVING CREDIT AND SECURITY AGREEMENT (THE “CREDIT FACILITY”) TO BE ENTERED INTO AMONG MAKER, CERTAIN AFFILIATES OF MAKER, THE LENDERS PARTY THERETO, AND PNC BANK, NATIONAL ASSOCIATION, AS AGENT FOR THE LENDERS (THE “AGENT”) (AS SUCH CREDIT AGREEMENT MAY BE AMENDED OR MODIFIED FROM TIME TO TIME), AND MAY BE ENFORCED ONLY IN ACCORDANCE WITH THAT CERTAIN SUBORDINATION AGREEMENT TO BE ENTERED INTO AMONG MAKER, THE AGENT, NOTEHOLDER AND THE OTHER PARTIES THERETO IN THE FORM ATTACHED HERETO AS EXHIBIT A (AS AMENDED OR MODIFIED FROM TIME TO TIME, THE “SUBORDINATION AGREEMENT”).
CONSULTING AGREEMENTConsulting Agreement • May 10th, 2013 • Ampco Pittsburgh Corp • Pumps & pumping equipment • Pennsylvania
The parties to this Consulting Agreement (the “Agreement”) are Ampco-Pittsburgh Corporation (the “Corporation”) and Ernest G. Siddons (the “Consultant”). This Agreement is entered into and will become effective as of May 1st, 2013 (the “Effective Date”).
Carnegie, PA 15106 December 20, 2019Ampco Pittsburgh Corp • March 16th, 2020 • Pumps & pumping equipment • Pennsylvania
Execution Copy AMENDMENT NO. 1 This Amendment No. 1 (this "Amendment") to the Revolving Credit Agreement (the "Agreement") dated as of September 30, 1993 among Ampco-Pittsburgh Corporation (the "Borrower"), Mellon Bank, N.A. and PNC Bank, National...Ampco Pittsburgh Corp • November 13th, 1995 • Industrial & commercial fans & blowers & air purifing equip • Pennsylvania
AMENDMENT NO. 4 TO RETIREMENT AND CONSULTING AGREEMENTRetirement and Consulting Agreement • August 9th, 2021 • Ampco Pittsburgh Corp • Pumps & pumping equipment
This Amendment No. 4 (this “Amendment”) to the Retirement and Consulting Agreement (as amended to date, the “Agreement”) is entered into by and between Union Electric Steel Corporation (the “Company”) and Robert G. Carothers (the “Consultant”), effective as of January 1, 2021. All capitalized terms used but not otherwise defined herein have the meanings set forth in the Agreement.
FIRST AMENDMENT TO WARRANT AGREEMENTWarrant Agreement • May 31st, 2022 • Ampco Pittsburgh Corp • Pumps & pumping equipment
This First Amendment to Warrant Agreement (this “Amendment”) is made as of May 31, 2022 between Ampco-Pittsburgh Corporation, a Pennsylvania corporation (the “Company”), and Broadridge Corporate Issuer Solutions, Inc. (the “Warrant Agent”) and amends that certain Warrant Agreement, dated as of September 22, 2020, by and between the Company and the Warrant Agent (the “Agreement”). All capitalized terms used but not defined in this Amendment shall have the meanings provided in the Agreement.
RETIREMENT AND CONSULTING AGREEMENTRetirement and Consulting Agreement • May 11th, 2009 • Ampco Pittsburgh Corp • Pumps & pumping equipment • Pennsylvania
The parties to this Retirement and Consulting Agreement (the “Agreement”) are Ampco-Pittsburgh Corporation (the “Corporation”) and Ernest G. Siddons (the “Executive”). This Agreement is entered into and will become effective as of April 30, 2009 (the “Effective Date”).
GUARANTYGuaranty • October 4th, 2022 • Ampco Pittsburgh Corp • Pumps & pumping equipment
THIS GUARANTY, dated as of September 29, 2022 (“Guaranty”), is made by AMPCO-PITTSBURGH CORPORATION, a Pennsylvania organization having its principal place of business at 726 Bell Avenue, Carnegie, PA 15106(“Guarantor”).
SECOND AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENTRevolving Credit and Security Agreement • March 7th, 2017 • Ampco Pittsburgh Corp • Pumps & pumping equipment
This Second Amendment to Revolving Credit and Security Agreement (this “Second Amendment”) is dated this 2nd day of March, 2017, by and among AIR & LIQUID SYSTEMS CORPORATION, a Pennsylvania corporation (“ALS”), UNION ELECTRIC STEEL CORPORATION, a Pennsylvania corporation (“UES”), ALLOYS UNLIMITED AND PROCESSING, LLC, a Pennsylvania limited liability company (“Alloys”), AKERS NATIONAL ROLL COMPANY, a Delaware corporation (“National Roll”), AKERS SWEDEN AB, a company duly incorporated and organized under the laws of Sweden with registration number 556031-8080 (“Akers Sweden”), AKERS AB, a company duly incorporated and organized under the laws of Sweden with registration number 556153-4792 (“Akers AB”) (Akers Sweden and Akers AB are, each a “Swedish Borrower” and collectively, the “Swedish Borrowers”), UNION ELECTRIC STEEL UK LIMITED, a limited liability company organized under the laws of England and Wales with registered company number 00162966 (the “UK Borrower”), and ASW Steel Inc.,
ContractConverting Note • March 7th, 2016 • Ampco Pittsburgh Corp • Pumps & pumping equipment • New York
THIS NOTE AND THE SECURITIES UNDERLYING THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE OR FOREIGN SECURITIES LAWS. IT MAY NOT BE SOLD, PLEDGED, ASSIGNED OR TRANSFERRED UNLESS REGISTERED THEREUNDER OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION SHALL BE AVAILABLE.
WARRANT AGREEMENTWarrant Agreement • November 16th, 2020 • Ampco Pittsburgh Corp • Pumps & pumping equipment • New York
WARRANT AGREEMENT (this “Warrant Agreement”) made as of September 22, 2020 (“Issuance Date”), between Ampco-Pittsburgh Corporation, a Pennsylvania corporation, with offices at 726 Bell Avenue, Suite 301, Carnegie, Pennsylvania 15106 (the “Company”), and Broadridge Corporate Issuer Solutions, Inc., with offices at 51 Mercedes Way, Edgewood, NY 11717 (“Warrant Agent”).
Carnegie, PA 15106 January 1, 2022Ampco Pittsburgh Corp • March 17th, 2022 • Pumps & pumping equipment • Pennsylvania
This Agreement is intended to reflect the circumstances of your assumption of the role of President of Air & Liquid Systems Corporation (“Air & Liquid Systems”).
ContractMaster Loan and Security Agreement • October 4th, 2022 • Ampco Pittsburgh Corp • Pumps & pumping equipment • Massachusetts
This MASTER LOAN AND SECURITY AGREEMENT (this “Master Agreement”) is dated as of September 29, 2022, and is by and between Clarus Capital Funding I, LLC, with offices located at 101 FEDERAL STREET, SUITE 1101, BOSTON, MA 02110 (together with its successors and assigns, “Lender”) and UNION ELECTRIC STEEL CORPORATION, a Pennsylvania corporation with offices located at 726 Bell Avenue, Suite 301, Carnegie, PA 15106, and has the following state-issued organizational ID#: 25-0847900 (“Borrower”). The parties hereto for good and valuable consideration and intending to be legally bound hereby agree as follows:
ARTICLE I DEFINITIONS; CONSTRUCTIONRevolving Credit Agreement • November 13th, 1998 • Ampco Pittsburgh Corp • Pumps & pumping equipment • Pennsylvania
STOCK PURCHASE AGREEMENT By and Between XALOY INCORPORATED, as Purchaser, SAURER LTD, as Purchaser Guarantor, and AMPCO-PITTSBURGH SECURITIES V CORP., as a Seller, AMPCO UES SUB, INC., as a Seller, AMPCO-PITTSBURGH CORPORATION, as Seller Guarantor.Stock Purchase Agreement • August 29th, 2003 • Ampco Pittsburgh Corp • Pumps & pumping equipment • Pennsylvania
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated June 26, 2003, by and between XALOY INCORPORATED, a Delaware corporation (“Purchaser”), SAURER LTD, a corporation organized under the laws of Switzerland (“Purchaser Guarantor”), AMPCO-PITTSBURGH SECURITIES V CORP., a Delaware corporation, and AMPCO UES SUB, INC., a Delaware corporation (each a “Seller” and together the “Sellers”), and AMPCO-PITTSBURGH CORPORATION, a Pennsylvania corporation (“Seller Guarantor”), provides:
AMENDMENT NO. 1 TO SHAREHOLDER SUPPORT AGREEMENTShareholder Support Agreement • August 13th, 2021 • Ampco Pittsburgh Corp • Pumps & pumping equipment • Pennsylvania
This Amendment No. 1 to Shareholder Support Agreement (this “Amendment”) is entered into, effective as of August 10, 2021, by and between Ampco-Pittsburgh Corporation, a Pennsylvania corporation (the “Company”) and Altor Fund II GP Limited, a company duly incorporated and organized under the laws of Jersey, as general partner of Altor Fund II (No. 1) Limited Partnership, Altor Fund II (No. 2) Limited Partnership and Altor Fund II (No. 3) Limited Partnership and as investment manager to Altor Fund II (No. 4) Limited (“Altor”).
Carnegie, PA 15106 August 10, 2021Ampco Pittsburgh Corp • August 13th, 2021 • Pumps & pumping equipment • Pennsylvania
February 16, 2011Ampco Pittsburgh Corp • March 16th, 2011 • Pumps & pumping equipment
FIRST AMENDED AND RESTATED REVOLVING CREDIT 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 AND AS...Security Agreement • July 1st, 2021 • Ampco Pittsburgh Corp • Pumps & pumping equipment • Pennsylvania
First Amended and Restated Revolving Credit and Security Agreement, dated as of June 29, 2021, to be effective as of the Closing Date, by and among AIR & LIQUID SYSTEMS CORPORATION, a Pennsylvania corporation (“ALS”), UNION ELECTRIC STEEL CORPORATION, a Pennsylvania corporation (“UES”), ALLOYS UNLIMITED AND PROCESSING, LLC, a Pennsylvania limited liability company (“Alloys”), AKERS NATIONAL ROLL COMPANY, a Delaware corporation (“National Roll”), AKERS SWEDEN AB, a company duly incorporated and organized under the laws of Sweden with registration number 556031-8080 (“Akers Sweden”), AKERS AB, a company duly incorporated and organized under the laws of Sweden with registration number 556153-4792 (“Akers AB”) (Akers Sweden and Akers AB are, each a “Swedish Borrower” and collectively, the “Swedish Borrowers”), and UNION ELECTRIC STEEL UK LIMITED, a limited liability company organized under the laws of England and Wales with registered company number 00162966 (the “UK Borrower”) (ALS, UES,
December 31, 2008 Mr. Ernest G. Siddons c/o Ampco-Pittsburgh Corporation Pittsburgh, PA 15219 Dear Ernie:Ampco Pittsburgh Corp • March 13th, 2009 • Pumps & pumping equipment • Pennsylvania
This Agreement amends and restates in its entirety your November 1, 1988 Agreement as amended by letter of February 23, 1995 with Ampco-Pittsburgh Corporation (the “Corporation”).
AMENDMENT NO. 1 TO RETIREMENT AND CONSULTING AGREEMENTRetirement and Consulting Agreement • March 15th, 2016 • Ampco Pittsburgh Corp • Pumps & pumping equipment • Pennsylvania
The parties to this Amendment No. 1 to the Retirement and Consulting Agreement (the “Amendment”) are Ampco-Pittsburgh Corporation, a Pennsylvania corporation (the “Corporation”), and Robert A. Paul (the “Executive”). This Amendment is effective as of March 2, 2016 (the “Effective Date”).
November 4, 2015November • November 6th, 2015 • Ampco Pittsburgh Corp • Pumps & pumping equipment
This Agreement amends and restates in its entirety your agreement with Ampco-Pittsburgh Corporation (the “Corporation”) and Air & Liquid Systems Corporation (“Air & Liquid Systems”), dated as of January 1, 2010 (the “Original Agreement”).
RETIREMENT AND CONSULTING AGREEMENTRetirement and Consulting Agreement • May 3rd, 2016 • Ampco Pittsburgh Corp • Pumps & pumping equipment • Pennsylvania
The parties to this Retirement and Consulting Agreement (the “Agreement”) are Union Electric Steel Corporation (the “Company”) and Robert G. Carothers (the “Executive”). This Agreement is entered into and will become effective as of May 1, 2016 (the “Effective Date”).
SECOND ADDENDUM TO SHARE SALE AND PURCHASE AGREEMENTShare Sale and Purchase Agreement • March 7th, 2016 • Ampco Pittsburgh Corp • Pumps & pumping equipment
This second addendum (this “Second Addendum”) to share sale and purchase agreement entered into among the Parties (as defined below) on December 2, 2015 (the “Agreement”), as amended by the Addendum to Share Sale and Purchase Agreement dated March 1, 2016 (the “First Addendum”), has been made on March 3, 2016, by and among:
July 11, 2003Letter Agreement • August 29th, 2003 • Ampco Pittsburgh Corp • Pumps & pumping equipment
This letter agreement (this “Agreement”) sets forth certain additional agreements of the undersigned parties relating to the transactions contemplated by the Stock Purchase Agreement.
COOPERATION AGREEMENTCooperation Agreement • February 11th, 2022 • Ampco Pittsburgh Corp • Pumps & pumping equipment • Pennsylvania
This Cooperation Agreement (this “Agreement”), dated as of February 10, 2022, is made by and among Ampco-Pittsburgh Corporation, a Pennsylvania corporation (the “Corporation”), and the entities and natural persons set forth under the “Ancora Parties” caption in the signature pages hereto and their Affiliates or Associates (as such terms are defined below) (collectively, the “Ancora Parties” and individually a “Member” of the Ancora Parties) (the Corporation and the Ancora Parties together, collectively, the “Parties”).
FOURTH AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENTRevolving Credit and Security Agreement • June 24th, 2020 • Ampco Pittsburgh Corp • Pumps & pumping equipment • Pennsylvania
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
COOPERATION AGREEMENTCooperation Agreement • March 31st, 2023 • Ampco Pittsburgh Corp • Pumps & pumping equipment • Pennsylvania
This Cooperation Agreement (this “Agreement”), dated as of March 31, 2023 (the “Effective Date”), is made by and among Ampco-Pittsburgh Corporation, a Pennsylvania corporation (the “Corporation”), and the entities and natural persons set forth under the “Ancora Parties” caption in the signature pages hereto and their Affiliates or Associates (as such terms are defined below) (collectively, the “Ancora Parties” and individually a “Member” of the Ancora Parties) (the Corporation and the Ancora Parties together, collectively, the “Parties”).
AMENDMENT NO. 1 TO CHANGE IN CONTROL AGREEMENTChange in Control Agreement • March 16th, 2018 • Ampco Pittsburgh Corp • Pumps & pumping equipment
This Amendment No. 1 (this “Amendment”) to the Change in Control Agreement (the “Agreement”) is entered into by and among Ampco-Pittsburgh Corporation (the “Corporation”), Union Electric Steel Corporation (“UES”) and Rodney L. Scagline (the “Executive”), effective as of March 8, 2018. All capitalized terms used but not otherwise defined herein have the meanings set forth in the Agreement.
CONFIDENTIAL SEPARATION AND RELEASE AGREEMENTConfidential Separation and Release Agreement • March 18th, 2019 • Ampco Pittsburgh Corp • Pumps & pumping equipment • Pennsylvania
Rodney L. Scagline (“Employee”) and UNION ELECTRIC STEEL CORPORATION (the “Company”) (collectively, the “Parties”), intending to be legally bound, enter into this Confidential Separation and Release Agreement (“Agreement”) to resolve all of their disputes, including those that have been or could have been asserted by Employee in connection with Employee’s employment relationship with the Company and termination thereof. Accordingly, the Parties agree to the following terms:
