AMPCO PITTSBURGH CORP (Form: 10-Q, Received: 11/09/2018 14:34:47)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2018

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 1-898

AMPCO-PITTSBURGH CORPORATION



Pennsylvania	25-1117717
(State of Incorporation)	(I.R.S. Employer Identification No.)

726 Bell Avenue, Suite 301

Carnegie, Pennsylvania 15106

(Address of principal executive offices)

(412) 456-4400

(Registrant’s telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☒	Emerging growth company	☐

Non-accelerated filer	☐	Smaller reporting company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

On November 2, 2018, 12,494,846 common shares were outstanding.

AMPCO-PITTSBURGH CORPORATION

INDEX

			Page No.
Part I –	Financial Information:

	Item 1 –	Financial Statements (Unaudited)

		Condensed Consolidated Balance Sheets – September 30, 2018 and December 31, 2017	3

		Condensed Consolidated Statements of Operations – Three and Nine Months Ended September 30, 2018 and 2017	4

		Condensed Consolidated Statements of Comprehensive Income (Loss) – Three and Nine Months Ended September 30, 2018 and 2017	5

		Condensed Consolidated Statements of Cash Flows – Nine Months Ended September 30, 2018 and 2017	6

		Notes to Condensed Consolidated Financial Statements	7

	Item 2 –	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23

	Item 3 –	Quantitative and Qualitative Disclosures About Market Risk	26

	Item 4 –	Controls and Procedures	26

Part II –	Other Information:

	Item 1 –	Legal Proceedings	27

	Item 1A –	Risk Factors	27

	Item 6 –	Exhibits	27

Signatures			28

PART I – FINANC IAL INFORMATION

AMPCO-PITTSBURGH CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(in thousands, except par value)

	September 30, 2018			December 31, 2017
Assets
Current assets:
Cash and cash equivalents	$	14,778		$	20,700
Receivables, less allowance for doubtful accounts of $786 in 2018 and $962 in 2017		85,567			86,623
Inventories		107,202			107,561
Insurance receivable – asbestos		15,000			13,000
Current assets held for sale		7,129			0
Other current assets		11,507			12,363
Total current assets		241,183			240,247
Property, plant and equipment, net		201,670			214,980
Insurance receivable – asbestos		72,331			87,342
Deferred income tax assets		2,490			1,590
Investments in joint ventures		2,175			2,175
Intangible assets, net		9,563			11,021
Other noncurrent assets		6,633			8,244
Total assets	$	536,045		$	565,599
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	51,324		$	47,479
Accrued payrolls and employee benefits		19,649			22,768
Debt – current portion		46,163			19,335
Asbestos liability – current portion		21,000			18,000
Current liabilities held for sale		278			0
Other current liabilities		29,063			37,089
Total current liabilities		167,477			144,671
Employee benefit obligations		73,099			79,750
Asbestos liability		110,220			131,750
Long-term debt		31,891			46,818
Deferred income tax liabilities		385			433
Other noncurrent liabilities		2,190			416
Total liabilities		385,262			403,838
Commitments and contingent liabilities (Note 8)
Shareholders’ equity:
Common stock – par value $1; authorized 20,000 shares; issued and outstanding 12,495 shares in 2018 and 12,361 shares in 2017		12,495			12,361
Additional paid-in capital		154,650			152,992
Retained earnings		29,888			38,348
Accumulated other comprehensive loss		(50,218	)		(44,760	)
Total Ampco-Pittsburgh shareholders’ equity		146,815			158,941
Noncontrolling interest		3,968			2,820
Total shareholders’ equity		150,783			161,761
Total liabilities and shareholders’ equity	$	536,045		$	565,599

See Notes to Condensed Consolidated Financial Statements.

AMPCO-PITTSBURGH CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

(in thousands, except per share amounts)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Net sales	$	112,216		$	103,886		$	354,720		$	317,952
Operating costs and expenses:
Costs of products sold (excluding depreciation and amortization)		98,408			87,346			301,741			264,179
Selling and administrative		14,512			14,218			44,799			44,648
Depreciation and amortization		5,683			5,451			17,357			17,019
Loss on disposal of assets		298			110			237			109
Total operating expenses		118,901			107,125			364,134			325,955
Loss from operations		(6,685	)		(3,239	)		(9,414	)		(8,003	)
Other income (expense):
Investment-related income		440			34			507			105
Interest expense		(1,082	)		(778	)		(2,975	)		(2,683	)
Other – net		1,671			276			5,022			(39	)
		1,029			(468	)		2,554			(2,617	)
Loss before income taxes and equity income in joint venture		(5,656	)		(3,707	)		(6,860	)		(10,620	)
Income tax (provision) benefit		(800	)		1,804			(907	)		1,771
Equity income in joint venture		0			0			0			535
Net loss		(6,456	)		(1,903	)		(7,767	)		(8,314	)
Less: Net income attributable to noncontrolling interest		583			299			1,325			584
Net loss attributable to Ampco-Pittsburgh shareholders	$	(7,039	)	$	(2,202	)	$	(9,092	)	$	(8,898	)

Net loss per common share attributable to Ampco-Pittsburgh:
Basic	$	(0.56	)	$	(0.18	)	$	(0.73	)	$	(0.72	)
Diluted	$	(0.56	)	$	(0.18	)	$	(0.73	)	$	(0.72	)

Cash dividends declared per share	$	0.00		$	0.00		$	0.00		$	0.09

Weighted average number of common shares outstanding:
Basic		12,494			12,361			12,432			12,320
Diluted		12,494			12,361			12,432			12,320

See Notes to Condensed Consolidated Financial Statements.

AMPCO-PITTSBURGH CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

(in thousands)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Net loss	$	(6,456	)	$	(1,903	)	$	(7,767	)	$	(8,314	)
Other comprehensive (loss) income, net of income tax where applicable:
Adjustments for changes in:
Foreign currency translation		(1,102	)		3,526			(4,801	)		10,704
Unrecognized employee benefit costs (including effects of foreign currency translation)		138			(652	)		417			(1,773	)
Unrealized holding gains on marketable securities		0			136			0			423
Fair value of cash flow hedges		(198	)		217			(519	)		456
Reclassification adjustments for items included in net loss:
Amortization of unrecognized employee benefit costs		(42	)		945			152			2,461
Realized gains from sale of marketable securities		0			(19	)		0			(25	)
Realized losses (gains) from settlement of cash flow hedges		46			(150	)		(255	)		(472	)
Other comprehensive (loss) income		(1,158	)		4,003			(5,006	)		11,774
Comprehensive (loss) income		(7,614	)		2,100			(12,773	)		3,460
Less: Comprehensive income attributable to noncontrolling interest		794			440			1,502			656
Comprehensive (loss) income attributable to Ampco-Pittsburgh	$	(8,408	)	$	1,660		$	(14,275	)	$	2,804

See Notes to Condensed Consolidated Financial Statements.

AMPCO-PITTSBURGH CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)

	Nine Months Ended September 30,
	2018			2017
Net cash flows used in operating activities	$	(8,194	)	$	(15,946	)

Cash flows from investing activities:
Purchases of property, plant and equipment		(8,803	)		(9,744	)
Proceeds from sale of investment in joint venture		0			1,000
Purchases of long-term marketable securities		(102	)		(83	)
Proceeds from sale of long-term marketable securities		247			245
Net cash flows used in investing activities		(8,658	)		(8,582	)

Cash flows from financing activities:
Dividends paid		(35	)		(2,236	)
Deferred financing costs (Note 7)		(477	)		0
Repayment of debt		(132	)		(730	)
Proceeds from Revolving Credit and Security Agreement		23,000			23,339
Payments on Revolving Credit and Security Agreement		(29,500	)		(3,000	)
Proceeds from sale and leaseback financing arrangement (Note 7)		19,000			0
Repayments on sale and leaseback financing arrangement (Note 7)		(141	)		0
Proceeds from credit facility		0			8,795
Payments on credit facility		0			(15,941	)
Net cash flows provided by financing activities		11,715			10,227

Effect of exchange rate changes on cash and cash equivalents		(785	)		1,089
Net decrease in cash and cash equivalents		(5,922	)		(13,212	)
Cash and cash equivalents at beginning of period		20,700			38,579
Cash and cash equivalents at end of period	$	14,778		$	25,367

Supplemental information:
Income tax payments	$	1,126		$	988
Interest payments	$	1,338		$	956
Non-cash investing activities:
Purchases of property, plant and equipment included in accounts payable	$	1,161		$	1,947

See Notes to Condensed Consolidated Financial Statements.

AMPCO-PITTSBURGH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(in thousands, except share amounts)

1.	Unaudited Condensed Consolidated Financial Statements

The condensed consolidated balance sheet as of September 30, 2018, and the condensed consolidated statements of operations and comprehensive income (loss) for the three and nine months ended September 30, 2018, and 2017, and condensed consolidated statements of cash flows for the nine months ended September 30, 2018, and 2017, have been prepared by Ampco-Pittsburgh Corporation (the “Corporation”) without audit. In the opinion of management, all adjustments, consisting of only normal and recurring adjustments necessary to present fairly the financial position, results of operations and cash flows for the periods presented, have been made. The results of operations for the three and nine months ended September 30, 2018, are not necessarily indicative of the operating results expected for the full year.

Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been condensed or omitted.

Recently Implemented Accounting Pronouncements

In May 2017, the Financial Accounting Standards Board (the “FASB”) issued ASU 2017-09, Scope of Modification Accounting , which provides guidance about which changes to the terms and conditions of a share-based payment award require an entity to apply modification accounting. The amendment will be applied prospectively to an award modified on or after January 1, 2018. The amended guidance became effective for the Corporation on January 1, 2018, and did not affect its financial position, operating results or liquidity.

In March 2017, the FASB issued ASU 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost , which requires an employer who offers defined benefit and postretirement benefit plans to report the service cost component of net periodic benefit cost in the same line item or items as other compensation costs arising from services rendered by employees during the period. The other components of net periodic benefit cost are required to be presented in the income statement separately from the service cost component and outside the subtotal of income from operations. The amendment also allows only the service cost component of net periodic benefit cost to be eligible for capitalization, when applicable. The amended guidance does not change the amount of net periodic benefit cost to be recognized, only where it is to be recognized in the income statement. The amended guidance became effective for the Corporation on January 1, 2018, and was applied retrospectively for the presentation of the service cost component and the other components of net periodic pension and other postretirement costs in the income statement. As permitted by the guidance, the Corporation used the amounts disclosed in its pension and other postretirement benefits footnote (Note 6) as the estimate to apply retrospectively. The Corporation has historically capitalized the service cost component of net periodic benefit cost to inventory, when applicable, and will continue to do so prospectively. The guidance did not affect the Corporation’s liquidity. The effect of the retrospective guidance on the condensed consolidated statements of operations was as follows:

	Three Months Ended September 30, 2017
	Originally Presented			Reclassification for ASU 2017-07			As Adjusted
Costs of products sold (excluding depreciation and amortization)	$	87,295		$	51		$	87,346
Selling and administrative		14,243			(25	)		14,218
Loss from operations		(3,213	)		(26	)		(3,239	)

Other – net		250			26			276
Other income (expense)		(494	)		26			(468	)

Loss before income taxes and equity income in joint venture		(3,707	)		0			(3,707	)

	Nine Months Ended September 30, 2017
	Originally Presented			Reclassification for ASU 2017-07			As Adjusted
Costs of products sold (excluding depreciation and amortization)	$	263,975		$	204		$	264,179
Selling and administrative		44,444			204			44,648
Loss from operations		(7,595	)		(408	)		(8,003	)

Other – net		(447	)		408			(39	)
Other income (expense)		(3,025	)		408			(2,617	)

Loss before income taxes and equity income in joint venture		(10,620	)		0			(10,620	)

In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments , which clarifies guidance on the classification of certain cash receipts and payments in the statement of cash flows. The amended guidance became effective for the Corporation on January 1, 2018, and did not impact the presentation of its cash flow statement, and it did not affect the Corporation’s financial position, operating results or liquidity.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) . ASU 2014-09 and its related amendments outline a single comprehensive model to account for revenue from customer contracts and establish principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from a company’s contracts with customers. In accordance with Topic 606, a company recognizes revenue when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration a company expects to be entitled to receive in exchange for those goods or services. It also requires comprehensive disclosures regarding revenue recognition. The guidance became effective January 1, 2018, and could have been implemented on either a full or modified retrospective basis (cumulative-effect adjustment to January 1, 2018 retained earnings). The Corporation adopted the guidance using the modified retrospective approach and by applying it to those contracts that were not completed as of January 1, 2018. There was, however, no cumulative-effect adjustment to the Corporation’s retained earnings as of January 1, 2018, since the new guidance did not change the Corporation’s timing of revenue recognition, which continues to be at a point in time. See Note 15 for the additional disclosures.

In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Liabilities , which simplifies the accounting and disclosures related to equity investments. ASU 2016-01 requires entities to carry certain investments in equity securities at fair value with changes in fair value recorded through net income (loss) versus other comprehensive income (loss). ASU 2016-01 does not apply to investments that qualify for the equity method of accounting or result in consolidation of the investee. The guidance became effective for the Corporation on January 1, 2018, and as required, was adopted by means of a cumulative-effect adjustment to retained earnings as of the beginning of 2018, as follows:

		Retained Earnings		Accumulated Other Comprehensive Loss
As of January 1, 2018, as originally presented	$		38,348	$	(44,760	)
Cumulative effect of ASU 2016-01			632		(632	)
As of January 1, 2018, as adjusted	$		38,980	$	(45,392	)

Recently Issued Accounting Pronouncements

In August 2018, the FASB issued ASU 2018-14, Changes to the Disclosure Requirements for Defined Benefit Plans , which modifies the disclosure requirements for defined benefit and other postretirement plans. The amended guidance eliminates certain disclosures associated with accumulated other comprehensive income (loss), plan assets, related parties, and the effects of interest rate basis point changes on assumed health care costs. Additionally, new disclosure requirements have been added to address significant gains and losses related to changes in benefit obligations. The guidance becomes effective for interim and annual periods beginning after December 15, 2020; however, early adoption is permitted. All amendments are required to be adopted on a retrospective basis for all periods presented. The Corporation is currently evaluating the impact the guidance will have on its disclosures. The new guidance will not affect the Corporation’s financial position, operating results or liquidity.

In August 2018, the FASB issued ASU 2018-13, Changes to the Disclosure Requirements for Fair Value Measurement , which requires several changes to the hierarchy associated with Level 1, 2 and 3 fair value measurements and the related disclosure requirements. The guidance becomes effective for interim and annual periods beginning after December 15, 2019; however, early adoption is permitted. The Corporation is currently evaluating the impact the guidance will have on its disclosures. The new guidance will not affect the Corporation’s financial position, operating results or liquidity.

In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging , which amends and simplifies existing guidance to allow companies to more accurately present the economic effects of risk management activities in the financial statements. The

amended guidance will be effective for interim and annual periods beginning after December 15, 2018; however, early adoption is permitted. The Corporation is currently evaluating the impact th e guidance will have on its financial position and operating results. It will not, however, affect the Corporation’s liquidity.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , which requires lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by all leases with a term of more than one year. Accounting by lessors will remain similar to existing generally accepted accounting principles. The guidance becomes effective for the Corporation on January 1, 2019. The Corporation is currently evaluating the impact the guidance will have on its financial position, operating results and liquidity.

2 .	Inventories

At September 30, 2018, and December 31, 2017, approximately 33% and 42% of the inventories were valued on the LIFO method with the remaining inventories valued on the FIFO method. Inventories were comprised of the following:

	September 30, 2018		December 31, 2017
Raw materials	$	22,113	$	24,249
Work-in-process		44,459		42,840
Finished goods		22,705		24,083
Supplies		17,925		16,389
Inventories	$	107,202	$	107,561

3.	Property, Plant and Equipment

Property, plant and equipment were comprised of the following:

	September 30, 2018			December 31, 2017
Land and land improvements	$	11,692		$	12,172
Buildings		66,998			68,572
Machinery and equipment		340,447			340,396
Construction-in-process		6,612			5,019
Other		7,330			7,193
		433,079			433,352
Accumulated depreciation and amortization		(231,409	)		(218,372	)
Property, plant and equipment, net	$	201,670		$	214,980

The majority of the assets of the Corporation, except real property, is pledged as collateral for the Corporation’s Revolving Credit and Security Agreement (Note 7). Land and buildings of Union Electric Steel UK Limited (“UES-UK”), equal to approximately $2,733 (£2,098) at September 30, 2018, are held as collateral by the trustees of the UES-UK defined benefit pension plan (Note 6). The gross value of assets under capital lease and the related accumulated amortization as of September 30, 2018, approximated $3,465 and $1,023, respectively, and at December 31, 2017, approximated $4,082 and $1,101, respectively.

4.	Intangible Assets

Intangible assets were comprised of the following:

	September 30, 2018			December 31, 2017
Customer relationships	$	6,271		$	6,543
Developed technology		4,339			4,429
Trade name		2,507			2,696
		13,117			13,668
Accumulated amortization		(3,554	)		(2,647	)
Intangible assets, net	$	9,563		$	11,021

The value of intangible assets changed between the periods due to the movement of $177 from intangible assets to current assets held for sale (Note 18 ) and changes in foreign currency exchange rate s used to translate intangible assets from local currency to the U.S. dollar. Amortization expense for the three months ended September 30, 2018, and 2017, was $ 300 and $ 309 , respectively. Amortization expense for the nine months ended September 30, 2018, and 2017, was $ 9 22 and $ 908 , respectively .

5.	Other Current Liabilities

Other current liabilities were comprised of the following:

	September 30, 2018		December 31, 2017
Customer-related liabilities	$	16,113	$	18,512
Accrued interest payable		2,743		2,697
Accrued sales commissions		1,995		2,301
Other		8,212		13,579
Other current liabilities	$	29,063	$	37,089

Included in customer-related liabilities are costs expected to be incurred with respect to product warranties and customer deposits. The Corporation provides a limited warranty on its products, known as assurance type warranties, and may issue credit notes or replace products free of charge for valid claims. A warranty is considered an assurance type warranty if it provides the customer with assurance that the product will function as intended. Historically, warranty claims have been insignificant. The Corporation records a provision for product warranties at the time the underlying sale is recorded. The provision is based on historical experience as a percent of sales adjusted for potential claims when a liability is probable and for known claims. Changes in the liability for product warranty claims consisted of the following:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Balance at beginning of the period	$	10,122		$	12,117		$	11,702		$	11,521
Satisfaction of warranty claims		(982	)		(1,169	)		(2,616	)		(2,889	)
Provision for warranty claims		508			1,011			2,496			2,964
Reversal of unneeded provision for warranty claims		(312	)		0			(1,916	)		0
Other, primarily impact from changes in foreign currency exchange rates		(17	)		328			(347	)		691
Balance at end of the period	$	9,319		$	12,287		$	9,319		$	12,287

Customer deposits represent amounts collected from, or invoiced to, a customer in advance of revenue recognition, and are recorded as an other current liability on the balance sheet. The liability for customer deposits is reversed when the Corporation satisfies its performance obligations and control of the inventory transfers to the customer, typically when title transfers. Performance obligations related to customer deposits are expected to be satisfied in less than one year. Changes in customer deposits consisted of the following:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Balance at beginning of the period	$	4,889		$	7,849		$	4,573		$	6,786
Satisfaction of performance obligations		(2,027	)		(3,070	)		(7,176	)		(9,495	)
Receipt of additional deposits		1,871			1,769			7,384			9,228
Other, primarily changes in foreign currency exchange rates		(88	)		113			(136	)		142
Balance at end of the period	$	4,645		$	6,661		$	4,645		$	6,661

6.	Pension and Other Postretirement Benefits

In connection with the ratification of the collective bargaining agreement for employees of the Union Electric Steel Harmon Creek Steelworkers Location, employee participation in the qualified domestic defined benefit pension plan was frozen effective June 1, 2018. Benefit accruals were replaced with employer contributions to the defined contribution plan equaling a non-elective contribution of 3% of compensation and a matching contribution up to 4% of compensation. The plan freeze resulted in

a reduction of the liability of $1,726, using discount rates and other assumptions as of June 1, 2018, and a curtailment loss of $21.

Contributions were as follows:

	Nine Months Ended September 30,
	2018		2017
Foreign defined benefit pension plans	$	1,308	$	1,323
Other postretirement benefits (e.g., net payments)		880		852
U.K. defined contribution pension plan		270		223
U.S. defined contribution plan		1,991		1,788

Net periodic pension and other postretirement costs include the following components:

	Three Months Ended September 30,						Nine Months Ended September 30,
U.S. Defined Benefit Pension Plans	2018			2017			2018			2017
Service cost	$	193		$	417		$	1,002		$	1,238
Interest cost		2,181			2,113			6,292			6,310
Expected return on plan assets		(3,356	)		(3,122	)		(9,959	)		(9,377	)
Amortization of prior service cost		10			12			35			39
Amortization of actuarial loss		308			1,145			1,163			3,083
Curtailment loss		0			0			21			0
Net benefit (income) cost	$	(664	)	$	565		$	(1,446	)	$	1,293

	Three Months Ended September 30,						Nine Months Ended September 30,
Foreign Defined Benefit Pension Plans	2018			2017			2018			2017
Service cost	$	65		$	81		$	340		$	263
Interest cost		340			474			1,058			1,377
Expected return on plan assets		(629	)		(568	)		(1,959	)		(1,662	)
Amortization of prior service credit		(82	)		0			(255	)		0
Amortization of actuarial loss		182			195			566			562
Net benefit (income) cost	$	(124	)	$	182		$	(250	)	$	540

	Three Months Ended September 30,						Nine Months Ended September 30,
Other Postretirement Benefit Plans	2018			2017			2018			2017
Service cost	$	114		$	16		$	342		$	369
Interest cost		124			124			371			428
Amortization of prior service credit		(402	)		(401	)		(1,205	)		(1,205	)
Amortization of actuarial gain		(58	)		(6	)		(173	)		(18	)
Net benefit income	$	(222	)	$	(267	)	$	(665	)	$	(426	)

7.	Borrowing Arrangements

The Corporation has a five-year Revolving Credit and Security Agreement (the “Credit Agreement”) with a syndicate of banks that expires in May 2021. The Credit Agreement provides for initial borrowings not to exceed $100,000 with an option to increase the credit facility by an additional $50,000 at the request of the Corporation and with the approval of the banks. The Credit Agreement includes sublimits for letters of credit not to exceed $40,000, European borrowings not to exceed $15,000, and Canadian borrowings not to exceed $15,000.

In 2018, the banks provided their consent to a sale and leaseback financing transaction, whereby Union Electric Steel Corporation (“UES”) sold certain of its real estate assets to Store Capital Acquisitions, LLC. In connection with providing the consent, the Credit Agreement was amended to increase the interest rate margin by one-half percent per annum for any borrowings, add certain additional reporting requirements regarding beneficial ownership of the Corporation, and update certain schedules to the Credit Agreement. All other material terms, conditions, and covenants with respect to the Credit Agreement remain unchanged.

Availability under the Credit Agreement is based on eligible accounts receivable, inventory and fixed assets. As amended, a mounts outstanding under the credit facility bear interest, at the Corporation’s option, at either (i) LIBOR plus an applicable margin ranging between 1. 7 5% to 2 . 2 5% based on the quarterly average excess availability or (ii) the base rate plus an applicable margin ranging between 0. 7 5% to 1.2 5% based on the quarterly average excess availability. Additionally, the Corporation is required to pay a commitment fee ranging between 0.25% and 0.375% based on the daily unused portion of the credit facility. As of September 30, 2018, the Corporation had outstanding borrowings under the Credit Agreement of $ 13 , 80 3 (including £1,000 of European borrowings for its U.K. subsidiary). The average interest rate for the nine months ended Septe mber 30, 2018, was approximately 2. 77 %. Additionally, the Corporation had utilized a portion of the credit facility for letters of credit (Note 8). As of September 30, 2018, remaining availability under the Credit Agreement approximated $ 45 ,000 , net of an availability reserve associated with proceeds from a sale and leaseback financing transaction . The availability from this reserve will be used toward the settlement of the promissory notes and interest due in March 2019.

Borrowings outstanding under the Credit Agreement are collateralized by a first priority perfected security interest in substantially all of the assets of the Corporation and its subsidiaries (other than real property). Additionally, the Credit Agreement contains customary affirmative and negative covenants and limitations, including, but not limited to, investments in certain of its subsidiaries, payment of dividends, incurrence of additional indebtedness, upstream distributions from subsidiaries, and acquisitions and divestures. The Corporation must also maintain a certain level of excess availability. If excess availability falls below the established threshold, or in an event of default, the Corporation will be required to maintain a minimum fixed charge coverage ratio of not less than 1.00 to 1.00. The Corporation was in compliance with the applicable bank covenants as of September 30, 2018.

In September 2018, UES completed a sale and leaseback financing transaction for certain of its real property, including its manufacturing facilities in Valparaiso, Indiana and Burgettstown, Pennsylvania, and its manufacturing facility and corporate headquarters located in Carnegie, Pennsylvania (the “Properties”). Simultaneously with the sale, UES entered into a lease agreement pursuant to which UES would lease the Properties from the buyer. The lease provides for an initial term of 20 years; however, UES may extend the lease for four successive periods of approximately five years each. If fully extended, the lease would expire in September 2058. UES also has the option to repurchase the Properties, which it may exercise in 2025, for a price equal to the greater of (i) their Fair Market Value, of (ii) 115% of Lessor’s Total Investment for the Facilities, with such terms defined in the lease agreement.

The sale and leaseback financing transaction does not qualify for sale and leaseback accounting due to UES’ ability to repurchase the Properties in 2025. Accordingly, the net asset value of the Properties is not removed and a gain or loss on the sale of the Properties is not recognized. Instead, proceeds are recognized as a debt obligation on the condensed consolidated balance sheet.

Gross proceeds equaled $19,000. The initial annual payment approximates $1,644, due monthly in advance, which is included in debt – current portion on the condensed consolidated balance sheet. Annual payments will increase each anniversary date by an amount equal to the lesser of 2% or 1.25% of the change in the consumer price index, as defined in the lease agreement. Deferred financing fees of approximately $477 were incurred, which are recognized as a reduction of the financing obligation, and are being amortized over seven years.

Outstanding borrowings of the Corporation as of September 30, 2018, and December 31, 2017, consisted of the following:

	September 30, 2018			December 31, 2017
Industrial Revenue Bonds ("IRB")	$	13,311		$	13,311
Promissory notes (and interest)		25,917			25,395
Revolving Credit and Security Agreement		13,803			20,349
Sale and leaseback financing obligation		18,382			0
Minority shareholder loan		4,899			5,325
Capital leases		1,742			1,773
Outstanding borrowings		78,054			66,153
Debt - current portion		(46,163	)		(19,335	)
Long-term debt	$	31,891		$	46,818

8 .	Commitments and Contingent Liabilities

Outstanding standby and commercial letters of credit as of September 30, 2018, approximated $21,354, the majority of which serves as collateral for the IRB debt. In addition, the Corporation issued two surety bonds approximating $4,000 (SEK 33,900) to guarantee certain obligations under a credit insurance arrangement for certain of its foreign pension commitments.

See Note 9 for derivative instruments, Note 16 for litigation and Note 17 for environmental matters.

9.	Derivative Instruments

Certain of the Corporation’s operations are subject to risk from exchange rate fluctuations in connection with sales in foreign currencies. To minimize this risk, foreign currency sales contracts are entered into which are designated as cash flow or fair value hedges. As of September 30, 2018, approximately $34,130 of anticipated foreign-denominated sales has been hedged which are covered by fair value contracts settling at various dates through January 2020.

Additionally, certain of the divisions of the Air and Liquid Processing segment are subject to risk from increases in the price of commodities (copper and aluminum) used in the production of inventory. To minimize this risk, futures contracts are entered into which are designated as cash flow hedges. At September 30, 2018, approximately 51% or $2,682 of anticipated copper purchases over the next 10 months and 56% or $540 of anticipated aluminum purchases over the next six months are hedged.

The Corporation previously entered into foreign currency purchase contracts to manage the volatility associated with Euro-denominated progress payments to be made for certain machinery and equipment. As of December 31, 2010, all contracts had been settled and the underlying fixed assets were placed in service.

No portion of the existing cash flow or fair value hedges is considered to be ineffective, including any ineffectiveness arising from the unlikelihood of an anticipated transaction to occur. Additionally, no amounts have been excluded from assessing the effectiveness of a hedge.

As of September 30, 2018, the Corporation has purchase commitments covering 47% or $235 of anticipated natural gas usage for the remainder of 2018 for one of its subsidiaries. The commitments qualify as normal purchases and, accordingly, are not reflected on the condensed consolidated balance sheet. Purchases of natural gas under previously existing commitments approximated $233 and $1,051, respectively, for the three and nine months ended September 30, 2018. There were no purchases of natural gas under previously existing commitments for the three and nine months ended September 30, 2017.

The Corporation does not enter into derivative transactions for speculative purposes and, therefore, holds no derivative instruments for trading purposes.

( Losses) gains on foreign exchange transactions included in other income (expense) approximated $(5) and $87 for the three months ended September 30, 2018, and 2017, respectively, and $(1,707) and $(616) for the nine months ended September 30, 2018, and 2017, respectively.

The location and fair value of the foreign currency sales contracts recorded on the condensed consolidated balance sheets were as follows:

	Location	September 30, 2018		December 31, 2017
Fair value hedge contracts	Other current assets	$	126	$	961
	Other noncurrent assets		52		0
	Other current liabilities		736		89
	Other noncurrent liabilities		55		1
Fair value hedged items	Receivables		177		(269	)
	Other current assets		720		169
	Other noncurrent assets		165		16
	Other current liabilities		62		907
	Other noncurrent liabilities		0		0

The change in the fair value of the cash flow contracts is recorded as a component of accumulated other comprehensive loss. The balances as of September 30, 2018, and 2017, and the amount recognized as and reclassified from accumulated other comprehensive loss for each of the periods is summarized below. Amounts recognized as comprehensive income (loss) and reclassified from accumulated other comprehensive loss have no tax effect due to deferred income tax assets being fully valued in the related jurisdicti ons.

Three Months Ended September 30, 2018	Accumulated Other Comprehensive Income (Loss) Beginning of the Period			Plus Recognized as Comprehensive Income (Loss)			Less Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss			Accumulated Other Comprehensive Income (Loss) End of the Period
Foreign currency purchase contracts	$	230		$	0		$	7		$	223
Futures contracts – copper and aluminum		(113	)		(198	)		(53	)		(258	)
	$	117		$	(198	)	$	(46	)	$	(35	)
Three Months Ended September 30, 2017
Foreign currency purchase contracts	$	203		$	0		$	11		$	192
Futures contracts – copper and aluminum		265			217			139			343
	$	468		$	217		$	150		$	535
Nine Months Ended September 30, 2018
Foreign currency purchase contracts	$	239		$	0		$	16		$	223
Futures contracts – copper and aluminum		500			(519	)		239			(258	)
	$	739		$	(519	)	$	255		$	(35	)
Nine Months Ended September 30, 2017
Foreign currency purchase contracts	$	216		$	0		$	24		$	192
Futures contracts – copper and aluminum		335			456			448			343
	$	551		$	456		$	472		$	535

The change in fair value reclassified or expected to be reclassified from accumulated other comprehensive loss to earnings is summarized below. All amounts are pre-tax.

	Location of Gain (Loss) in Statements	Estimated to be Reclassified in the Next			Three Months Ended September 30,					Nine Months Ended September 30,
	of Operations	12 Months			2018			2017		2018		2017
Foreign currency purchase contracts	Depreciation and amortization	$	27		$	7		$	11	$	16	$	24
Futures contracts – copper and aluminum	Costs of products sold (excluding depreciation and amortization)		(258	)		(53	)		139		239		448

10.

Accumulated Other Comprehensive Loss

Net change and ending balances for the various components of accumulated other comprehensive loss as of and for the nine months ended September 30, 2018, and 2017, is summarized below. All amounts are net of tax, where applicable.

	Foreign Currency Translation Adjustments			Unrecognized Employee Benefit Costs			Unrealized Holding Gains on Marketable Securities			Cash Flow Hedges			Accumulated Other Comprehensive Loss
Balance at January 1, 2018, as originally presented	$	(11,932	)	$	(34,196	)	$	632		$	739		$	(44,757	)
Cumulative effect of ASU 2016-01		0			0			(632	)		0			(632	)
Balance at January 1, 2018, adjusted		(11,932	)		(34,196	)		0			739			(45,389	)
Net Change		(4,801	)		569			0			(774	)		(5,006	)
Balance at September 30, 2018	$	(16,733	)	$	(33,627	)	$	0		$	(35	)	$	(50,395	)

Balance at January 1, 2017	$	(22,973	)	$	(38,636	)	$	59		$	551		$	(60,999	)
Net Change		10,704			688			398			(16	)		11,774
Balance at September 30, 2017	$	(12,269	)	$	(37,948	)	$	457		$	535		$	(49,225	)

The following summarizes the line items affected on the condensed consolidated statements of operations for components reclassified from accumulated other comprehensive loss. Amounts in parentheses represent credits to net income (loss). There was no income tax benefit or expense associated with the various components of other comprehensive income (loss) for any of the periods, due to the Corporation having a valuation allowance recorded against its deferred income tax assets for the jurisdiction where the expense is recognized. Foreign currency translation adjustments exclude the effect of income taxes since earnings of non-U.S. subsidiaries are deemed to be reinvested for an indefinite period of time. On January 1, 2018, ASU 2016-01 became effective, which requires entities to record changes in fair value for certain investments in equity securities through net income (loss) versus other comprehensive income (loss). Accordingly, no amounts for changes in fair value of the Corporation’s marketable securities were reclassified from accumulated other comprehensive loss to net loss for the three or nine months ended September 30, 2018. For the three or nine months ended September 30, 2017, the Corporation reclassified an insignificant amount of realized gains from the sale of marketable securities to the condensed consolidated statement of operations. Prior year amounts for the amortization of unrecognized employee benefit costs have been adjusted to include the effects of ASU 2017-07, which became effective on January 1, 2018.

	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Amortization of unrecognized employee benefit costs:
Other income	$	(42	)	$	945		$	152		$	2,461
Income tax provision		0			0			0			0
Net of tax	$	(42	)	$	945		$	152		$	2,461
Realized gains/losses from settlement of cash flow hedges:
Depreciation and amortization (foreign currency purchase contracts)	$	(7	)	$	(11	)	$	(16	)	$	(24	)
Costs of products sold (excluding depreciation and amortization) (futures contracts – copper and aluminum)		53			(139	)		(239	)		(448	)
Total before income tax		46			(150	)		(255	)		(472	)
Income tax provision		0			0			0			0
Net of tax	$	46		$	(150	)	$	(255	)	$	(472	)

11.	Stock-Based Compensation

The Ampco-Pittsburgh Corporation 2016 Omnibus Incentive Plan (the “Incentive Plan”) authorizes the issuance of up to 1,100,000 shares of the Corporation’s common stock for awards under the Incentive Plan. Awards under the Incentive Plan may include incentive non-qualified stock options, stock appreciation rights, restricted shares and restricted stock units, performance awards, other stock-based awards or short-term cash incentive awards. If any award is canceled, terminates, expires or lapses for any reason prior to the issuance of shares, or if shares are issued under the Incentive Plan and thereafter are forfeited to the Corporation, the shares subject to such awards and the forfeited shares will not count against the aggregate number of shares available under the Incentive Plan. Shares tendered or withheld to pay the option exercise price or tax withholding will continue to count against the aggregate number of shares of common stock available for grant under the Incentive Plan. Any shares

repurchased by the Corporation with cash proceeds from the exercise of options will not be added back to the pool of shares available for gra nt under the Incentive Plan.

The Incentive Plan may be administered by the Board of Directors or the Compensation Committee of the Board of Directors. The Compensation Committee has the authority to determine, within the limits of the express provisions of the Incentive Plan, the individuals to whom the awards will be granted and the nature, amount and terms of such awards.

The Incentive Plan also provides for equity-based awards during any one year to non-employee members of the Board of Directors, based on the grant date fair value, not to exceed $200. The limit does not apply to shares received by a non-employee director at his or her election in lieu of all or a portion of the director’s retainer for board service. In May 2018, 72,170 shares of the Corporation’s common stock were granted to the non-employee directors.

Stock-based compensation expense for the three months ended September 30, 2018, and 2017, equaled $146 and $644, respectively. Stock-based compensation expense for the nine months ended September 30, 2018, and 2017, equaled $1,258 and $1,980, respectively. There was no income tax benefit for any of the periods due to the Corporation having a valuation allowance recorded against its deferred income tax assets for the jurisdiction where the expense is recognized.

12.	Fair Value

The Corporation’s financial assets and liabilities that are reported at fair value in the condensed consolidated balance sheets as of September 30, 2018, and December 31, 2017, were as follows:

	Quoted Prices in Active Markets for Identical Inputs (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
As of September 30, 2018
Investments
Other noncurrent assets	$	4,171	$	0	$	0	$	4,171
Foreign currency exchange contracts
Other current assets		0		846		0		846
Other noncurrent assets		0		217		0		217
Other current liabilities		0		798		0		798
Other noncurrent liabilities		0		55		0		55
As of December 31, 2017
Investments
Other noncurrent assets	$	4,204	$	0	$	0	$	4,204
Foreign currency exchange contracts
Other current assets		0		1,130		0		1,130
Other noncurrent assets		0		16		0		16
Other current liabilities		0		996		0		996
Other noncurrent liabilities		0		1		0		1

The investments held as other noncurrent assets represent assets held in a “Rabbi” trust for the purpose of providing benefits under a non-qualified defined benefit pension plan. The fair value of the investments is based on quoted prices of the investments in active markets. The fair value of foreign currency exchange contracts is determined based on the fair value of similar contracts with similar terms and remaining maturities. The fair value of futures contracts is based on market quotations. The fair value of the variable-rate IRB debt and borrowings under the Credit Agreement approximate their carrying value. The fair value of the promissory notes, due in early 2019, approximates their carrying value. Additionally, the fair value of trade receivables and trade payables approximates their carrying value.

13. Income Taxes

On December 22, 2017, the U.S. federal government enacted the Tax Cuts and Jobs Act (the “Tax Reform”), which became effective as of January 1, 2018. The Tax Reform lowered the U.S. corporate statutory income tax rate from 35% to 21%, implemented a modified territorial tax system and imposed a one-time tax on deemed repatriated earnings of foreign subsidiaries, which the Corporation recorded in the fourth quarter of 2017. Initially, no cash outlay due to the Tax Reform was expected as the Corporation had generated sufficient net operating losses in 2017. However, in 2018, the Internal Revenue Service issued additional guidance allowing the taxpayer to elect to exclude the deemed repatriated earnings from the

computation of net operating losses generated in tax year 2017. The Corporation will avail itself of the election and, as a result, the Corporation will be able to utilize a larger net operati ng loss carryback, increasing the amount of income tax refund available to it. The Corporation will remain liable for the one-time tax on the Corporation’s deemed repatriated earnings, which it plans to pay over a period of eight years, as prescribed in th e statute.

In response to the Tax Reform, Staff Accounting Bulletin No. 118 (SAB 118) was issued in 2018 to address the application of US GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Reform. As of December 31, 2017, in accordance with SAB 118, the Corporation had made a reasonable estimate of the: (i) one-time repatriation transition tax; (ii) increased bonus depreciation for assets placed in service on or after September 27, 2017; and (iii) effects on the Corporation’s existing deferred tax balances, but had not completed its full accounting for the tax effects of the Tax Reform. The Corporation anticipates U.S. regulatory agencies may issue further regulations, which may alter this estimate. Accordingly, the Corporation will continue to analyze the Tax Reform and refine its provisional amounts, which could potentially impact the measurement of its tax balances. Any such revisions will be treated in accordance with the measurement period guidance outlined in SAB 118. Additionally, the Corporation is continuing to analyze its earnings and profits in foreign jurisdictions and its deferred tax balances.

In January 2018, the FASB released guidance on the accounting for tax on the global intangible low-taxed income (“GILTI”) provisions of the Tax Reform. The GILTI provisions impose a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations. The guidance indicates that either accounting for deferred taxes related to GILTI inclusions or to treating any taxes on GILTI inclusions as period cost are both acceptable methods, subject to an accounting policy election. The Corporation is still evaluating the GILTI provisions and has not yet elected an accounting policy for GILTI.

The final determination of the tax effects of enactment of the Tax Reform will be completed within the measurement period of up to one year from the enactment date as permitted by SAB 118. Any adjustments to provisional amounts that are identified during the measurement period will be recorded in the reporting period in which the adjustment is determined.

14.	Business Segments

Presented below are the net sales and (loss) income before income taxes for the Corporation’s two business segments. Other expense, including corporate costs, for the three and nine months ended September 30, 2018, includes higher pension and other postretirement benefit income of approximately $1,300 and $3,600, respectively, when compared to the three and nine months ended September 30, 2017. Additionally, for the nine months ended September 30 , 2018, other expense, including corporate costs, includes the impact of a favorable contractual settlement with a third party of approximately $2,425. Prior year amounts have been adjusted to include the effects of ASU 2017-07, which became effective on January 1, 2018.

	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Net sales:
Forged and Cast Engineered Products	$	88,090		$	81,679		$	284,984		$	251,739
Air and Liquid Processing		24,126			22,207			69,736			66,213
Total Reportable Segments	$	112,216		$	103,886		$	354,720		$	317,952
(Loss) income before income taxes:
Forged and Cast Engineered Products	$	(5,395	)	$	(1,470	)	$	(5,983	)	$	(2,639	)
Air and Liquid Processing		2,965			2,419			8,972			7,780
Total Reportable Segments		(2,430	)		949			2,989			5,141
Other expense, including corporate costs		(3,226	)		(4,656	)		(9,849	)		(15,761	)
Total	$	(5,656	)	$	(3,707	)	$	(6,860	)	$	(10,620	)

15.

Revenue

The Forged and Cast Engineered Products segment produces steel rolls for rolling mills (“mill rolls”) and ingot, billet and open-die forged products (“forged engineered products”), principally for the oil and gas industry. The Air and Liquid Processing segment produces custom-engineered finned tube heat exchange coils and related heat transfer products, large custom-designed air handling systems and centrifugal pumps. The Corporation’s contracts with customers can be a purchase order from the customer, combined with an order acknowledgment from the Corporation, a longer-term supply agreement between the buyer and the Corporation, or a similar arrangement deemed to be normal and customary business practice for that particular customer or class of customer (collectively, a sales agreement). Sales agreements typically include a single performance obligation for the manufacturing of product which is satisfied upon transfer of control of the product to the customer.

Transfer of control is assessed based on alternative use of the product manufactured and, under the terms of the sales agreement, an enforceable right to payment for performance to date. T ransfer of control, and therefore revenue recognition, occurs when title, ownership and risk of loss pass to the customer. Typically, this occurs when the product is shipped to the customer (i.e., FOB shipping point), delivered to the customer (i.e., FOB d estination), or, for foreign sales, in accordance with trading guidelines known as Incoterms. Incoterms are standard trade definitions used in international contracts and are developed, maintained and promoted by the ICC Commission on Commercial Law and Pr actice. Shipping terms vary across the businesses and typically depend on the product, country of origin and type of transportation (truck or vessel).

The sales price required to be paid by the customer is fixed or determinable from the sales agreement. It is not subject to refund or adjustment, except for a variable-index surcharge provision which is known at the time of shipment and increases or decreases, as applicable, the selling price of a mill roll for corresponding changes in the published index cost of certain raw materials. The variable-index surcharge is recognized as revenue when the corresponding revenue for the inventory is recognized.

Likelihood of collectability is assessed prior to acceptance of an order. In certain circumstances, the Corporation may require a deposit from the customer, a letter of credit, or another form of assurance for payment. An allowance for doubtful accounts is maintained based on historical experience. Payment terms are standard to the industry and generally require payment 30 days after title transfers to the customer.

There are no customer-acceptance provisions other than customer inspection and testing prior to shipment. Post-shipment obligations are insignificant. The Corporation provides assurance type warranties. A warranty that goes beyond ensuring basic functionality is considered a service type warranty, which the Corporation does not provide. Assurance type warranties are not accounted for as separate performance obligations under Topic 606.

In connection with the adoption of Topic 606, as of January 1, 2018, the Corporation elected the following practical expedients:

•

to exclude the effects of a significant financing component from the amount of promised consideration when the Corporation expects, at contract inception, that the period between the Corporation's transfer of a promised product to a customer and the customer’s payment for the product will be one year or less;

•

to exclude any amounts collected from customers for sales and similar taxes from the transaction price;

•

to treat incremental costs of obtaining a contract as expense, when incurred, if the amortization period would have been one year or less;

•

to account for shipping and handling activities that occur after control of the related good transfers as fulfillment activities instead of assessing such activities as performance obligations;

•

to apply the new revenue standard to a portfolio of contracts (or performance obligations) with similar characteristics if the Corporation reasonably expects that the effects on the financial statements of applying the guidance to the portfolio would not differ materially from applying the guidance to the individual contracts (or performance obligations) within that portfolio; and

•

to assess whether promised goods or services are performance obligations only if they are material in the context of the contract with the customer.

Net sales and (loss) income before income taxes and equity income in joint venture by geographic area for the three and nine months ended September 30, 2018, and 2017, were as outlined below. When disaggregating revenue, consideration was given to information regularly reviewed by the chief operating decision maker to evaluate the financial performance of the operating segments and make resource allocation decisions.


	Net Sales								(Loss) Income Before Income Taxes and Equity Income in Joint Venture
	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended September 30,						Nine Months Ended September 30,
	2018		2017		2018		2017		2018			2017			2018			2017
United States	$	53,713	$	55,940	$	177,865	$	172,032	$	(3,208	)	$	(4,263	)	$	(6,730	)	$	(14,954	)
Foreign		58,503		47,946		176,855		145,920		(2,448	)		556			(130	)		4,334
	$	112,216	$	103,886	$	354,720	$	317,952	$	(5,656	)	$	(3,707	)	$	(6,860	)	$	(10,620	)

Substantially all of the foreign net sales for each of the periods are attributable to the Forged and Cast Engineered Products segment. Net sales by product line for the three and nine months ended September 30, 2018, and 2017, were as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017
Forged and cast mill rolls	$	64,983	$	63,677	$	207,398	$	189,649
Forged engineered products		23,107		18,002		77,586		62,090
Heat exchange coils		7,132		8,279		20,858		21,714
Centrifugal pumps		9,790		7,522		27,554		27,682
Air handling systems		7,204		6,406		21,324		16,817
	$	112,216	$	103,886	$	354,720	$	317,952

16.	Litigation

The Corporation and its subsidiaries are involved in various claims and lawsuits incidental to their businesses and are also subject to asbestos litigation as described below. In February 2017, the Corporation, its indirect subsidiary Akers National Roll Company, as well as the Akers National Roll Company Health & Welfare Benefits Plan were named as defendants in a class action complaint filed in the United States District Court for the Western District of Pennsylvania, where the plaintiffs (currently retired former employees of Akers National Roll Company and the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial, and Service Workers International Union, AFL-CIO) alleged that the defendants breached collective bargaining agreements and violated the benefit plan by modifying medical benefits of the plaintiffs and similarly situated retirees. The defendants moved to dismiss the case, and plaintiffs petitioned the court to compel arbitration. On June 13, 2017, the District Court compelled arbitration and denied the defendants’ motion to dismiss as moot. Defendants appealed this decision to the Third Circuit Court of Appeals on June 21, 2017. The Third Circuit Court of Appeals reversed the District Court’s decision to compel arbitration on August 29, 2018. The plaintiffs filed a petition for a rehearing, which was denied. The parties will proceed to litigating the merits of the case at the United States District Court for the Western District of Pennsylvania. While no assurance can be given as to the ultimate outcome of this matter, the Corporation believes that the final resolution of this action will not have a material adverse effect on our results of operations, financial position, liquidity or capital resources.

Asbestos Litigation

Claims have been asserted alleging personal injury from exposure to asbestos-containing components historically used in some products manufactured by predecessors of Air & Liquid (“Asbestos Liability”). Air & Liquid, and in some cases the Corporation, 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 the Corporation for the nine months ended September 30, 2018, and 2017 (claims not in thousands):

	Nine Months Ended September 30,
	2018			2017
Total claims pending at the beginning of the period		6,907			6,618
New claims served		970			1,037
Claims dismissed		(1,030	)		(627	)
Claims settled		(304	)		(283	)
Total claims pending at the end of the period ⁽¹⁾		6,543			6,745
Gross settlement and defense costs (in 000’s)	$	18,530		$	16,518
Avg. gross settlement and defense costs per claim resolved (in 000’s)	$	13.89		$	18.15

(1)

Included as “open claims” are approximately 678 and 480 claims, respectively, as of September 30, 2018, and 2017, classified in various jurisdictions as “inactive” or transferred to a state or federal judicial panel on multi-district litigation, commonly referred to as the MDL.

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 per iod.

Asbestos Insurance

The Corporation and Air & Liquid are parties to a series of settlement agreements (“Settlement Agreements”) with insurers that have coverage obligations for Asbestos Liability (the “Settling Insurers”). Under the Settlement Agreements, the Settling Insurers accept financial responsibility, subject to the terms and conditions of the respective agreements, including overall coverage limits, for pending and future claims for Asbestos Liability. The Settlement Agreements encompass the substantial majority of insurance policies that provide coverage for claims for Asbestos Liability.

The Settlement Agreements include acknowledgements that Howden North America, Inc. (“Howden”) is entitled to coverage under policies covering Asbestos Liability for claims arising out of the historical products manufactured or distributed by Buffalo Forge, a former subsidiary of the Corporation (the “Products”). The Settlement Agreements do not provide for any prioritization on access to the applicable policies or any sublimits of liability as to Howden or the Corporation and Air & Liquid, and, accordingly, Howden may access the coverage afforded by the Settling Insurers for any covered claim arising out of a Product. In general, access by Howden to the coverage afforded by the Settling Insurers for the Products will erode coverage under the Settlement Agreements available to the Corporation and Air & Liquid for Asbestos Liability.

Asbestos Valuations

In 2006, the Corporation retained Hamilton, Rabinovitz & Associates, Inc. (“HR&A”), a nationally recognized expert in the valuation of asbestos liabilities, to assist the Corporation in estimating the potential liability for pending and unasserted future claims for Asbestos Liability. Based on this analysis, the Corporation recorded a reserve for Asbestos Liability claims pending or projected to be asserted through 2013 as of December 31, 2006. HR&A’s analysis has been periodically updated since that time. Most recently, the HR&A analysis was updated in 2016, and additional reserves were established by the Corporation as of December 31, 2016, for Asbestos Liability claims pending or projected to be asserted through 2026. The methodology used by HR&A in its projection in 2016 of the operating subsidiaries’ liability for pending and unasserted potential future claims for Asbestos Liability, which is substantially the same as the methodology employed by HR&A in prior estimates, relied upon and included the following factors:

•

HR&A’s interpretation of a widely accepted forecast of the population likely to have been exposed to asbestos;

•

epidemiological studies estimating the number of people likely to develop asbestos-related diseases;

•

HR&A’s analysis of the number of people likely to file an asbestos-related injury claim against the subsidiaries and the Corporation based on such epidemiological data and relevant claims history from January 1, 2014, to September 9, 2016;

•

an analysis of pending cases, by type of injury claimed and jurisdiction where the claim is filed;

•

an analysis of claims resolution history from January 1, 2014, to September 9, 2016, to determine the average settlement value of claims, by type of injury claimed and jurisdiction of filing; and

•

an adjustment for inflation in the future average settlement value of claims, at an annual inflation rate based on the Congressional Budget Office’s ten year forecast of inflation.

Using this information, HR&A estimated in 2016 the number of future claims for Asbestos Liability that would be filed through the year 2026, as well as the settlement or indemnity costs that would be incurred to resolve both pending and future unasserted claims through 2026. This methodology has been accepted by numerous courts.

In conjunction with developing the aggregate liability estimate referenced above, the Corporation also developed an estimate of probable insurance recoveries for its Asbestos Liabilities. In developing the estimate, the Corporation considered HR&A’s projection for settlement or indemnity costs for Asbestos Liability and management’s projection of associated defense costs, as well as a number of additional factors. These additional factors included the Settlement Agreements then in effect, policy exclusions, policy limits, policy provisions regarding coverage for defense costs, attachment points, prior impairment of policies and gaps in the coverage, policy exhaustions, insolvencies among certain of the insurance carriers, and the nature of the underlying claims for Asbestos Liability asserted against the subsidiaries and the Corporation as reflected in the Corporation’s asbestos claims database, as well as estimated erosion of insurance limits on account of claims against Howden arising out of the Products. In addition to consulting with the Corporation’s outside legal counsel on these insurance matters, the Corporation consulted with a nationally recognized insurance consulting firm it retained to assist the Corporation with certain policy allocation matters that also are among the several factors considered by the Corporation when analyzing potential recoveries from relevant historical insurance for Asbestos Liabilities. Based upon all of the factors considered by the Corporation, and taking into account the Corporation’s analysis of publicly available information regarding the credit-worthiness of various

insurers , the Corporation estimated the probable insurance recoveries for Asbestos Liability and defense costs through 2026. Although the Corporation believes that the assumptions employed in the insurance valuation were reasonable and previously consulted with it s outside legal counsel and insurance consultant regarding those assumptions, there are other assumptions that could have been employed that would have resulted in materially lower insurance recovery projections.

Based on the analyses described above, the Corporation’s reserve at December 31, 2016, for the total costs, including defense costs, for Asbestos Liability claims pending or projected to be asserted through 2026, was $171,181 of which approximately 70% was attributable to settlement costs for unasserted claims projected to be filed through 2026 and future defense costs. The reserve at September 30 2018, was $131,220. It is reasonably possible that the Corporation will incur additional charges for Asbestos Liability and defense costs in excess of the amounts currently reserved.

The Corporation’s receivable at December 31, 2016, for insurance recoveries attributable to the claims for which the Corporation’s Asbestos Liability reserve has been established, including the portion of incurred defense costs covered by the Settlement Agreements in effect through December 31, 2016, and the probable payments and reimbursements relating to the estimated indemnity and defense costs for pending and unasserted future Asbestos Liability claims, was $115,945 ($87,331 at September 30, 2018).

The following table summarizes activity relating to insurance recoveries.

	Nine Months Ended September 30,
	2018			2017
Insurance receivable – asbestos, beginning of the year	$	100,342		$	115,945
Settlement and defense costs paid by insurance carriers		(13,011	)		(12,054	)
Insurance receivable – asbestos, end of the period	$	87,331		$	103,891

The insurance receivable recorded by the Corporation does not assume any recovery from insolvent carriers and a substantial majority of the insurance recoveries deemed probable is from insurance companies rated A – (excellent) or better by A.M. Best Corporation. There can be no assurance, however, that there will not be further insolvencies among the relevant insurance carriers, or that the assumed percentage recoveries for certain carriers will prove correct. The difference between insurance recoveries and projected costs is not due to exhaustion of all insurance coverage for Asbestos Liability. The Corporation and the subsidiaries have substantial additional insurance coverage which the Corporation expects to be available for Asbestos Liability claims and defense costs that the subsidiaries and it may incur after 2026. However, this insurance coverage also can be expected to have gaps creating significant shortfalls of insurance recoveries against claims expense, which could be material in future years.

The amounts recorded by the Corporation for Asbestos Liabilities and insurance receivables rely on assumptions that are based on currently known facts and strategy. The Corporation’s actual expenses or insurance recoveries could be significantly higher or lower than those recorded if assumptions used in the Corporation’s or HR&A’s calculations vary significantly from actual results. Key variables in these assumptions are identified above and include the number and type of new claims to be filed each year, the average cost of disposing of each such new claim, average annual defense costs, compliance by relevant parties with the terms of the Settlement Agreements, the resolution of remaining coverage issues with insurance carriers, and the solvency risk with respect to the relevant insurance carriers. Other factors that may affect the Corporation’s Asbestos Liability and ability to recover under its insurance policies include uncertainties surrounding the litigation process from jurisdiction to jurisdiction and from case to case, reforms that may be made by state and federal courts, and the passage of state or federal tort reform legislation.

The Corporation intends to evaluate its estimated Asbestos Liability and related insurance receivables as well as the underlying assumptions on a regular basis to determine whether any adjustments to the estimates are required, with the next valuation to be completed in the latter part of 2018. Due to the uncertainties surrounding asbestos litigation and insurance, these regular reviews may result in the Corporation incurring future charges; however, the Corporation is currently unable to estimate such future charges. Adjustments, if any, to the Corporation’s estimate of its recorded Asbestos Liability and/or insurance receivables could be material to operating results for the periods in which the adjustments to the liability or receivable are recorded, and to the Corporation’s liquidity and consolidated financial position.

17.	Environmental Matters

The Corporation is currently performing certain remedial actions in connection with the sale of real estate previously owned and periodically incurs costs to maintain compliance with environmental laws and regulations. Environmental exposures are difficult to assess and estimate for numerous reasons, including lack of reliable data, the multiplicity of possible solutions, the years of remedial and monitoring activity required, and identification of new sites. In the opinion of management, the potential liability for environmental compliance measures of approximately $330 at September 30, 2018, is considered adequate based on information known to date.

18.	Subsequent Event

On October 31, 2018, the Corporation sold certain net assets of the Vertical Seal division of Akers National Roll Company, a subsidiary of the Corporation, to Roser Technologies, Inc. and WIR II, LLC for approximately net book value. As part of the Forged and Cast Engineered Products segment, Vertical Seal manufactured custom-designed parts and provided specialty services to rolling mill customers located throughout North America. The asset held for sale criteria as set forth in ASC 360, Property, Plant and Equipment , were met as of September 30, 2018; accordingly, the assets and liabilities of Vertical Seal have been presented separately as current assets held for sale and current liabilities held for sale in the accompanying condensed consolidated balance sheet. The sale of Vertical Seal does not qualify as a discontinued operation as it does not represent a strategic shift that has (or will have) a major effect on the Corporation’s operations and financial results.

ITEM 2 – MANAGEMENT’S DI SCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(in thousands, except share and per share amounts)

Executive Overview

Ampco-Pittsburgh Corporation and its subsidiaries (the “Corporation”) manufacture and sell highly engineered, high-performance specialty metal products and customized equipment utilized by industry throughout the world. We operate in two business segments – the Forged and Cast Engineered Products segment and the Air and Liquid Processing segment.

Forged and Cast Engineered Products

The Forged and Cast Engineered Products segment produces steel rolls for rolling mills (“mill rolls”) as well as ingot, billet and open-die forged products (“forged engineered products”). Mill rolls can be either forged mill rolls or cast mill rolls. Forged mill rolls are used mainly for cold rolling by producers of steel, aluminum and other metals. Cast mill rolls are used typically for hot and cold strip mills, medium/heavy section mills and plate mills. Forged engineered products are used in the oil and gas industry and the aluminum and plastic extrusion industries. The segment has operations in the United States, England, Sweden, Slovenia, Canada and an equity interest in three joint venture companies in China. Collectively, the segment primarily competes with European, Asian and North and South American companies in both domestic and foreign markets and distributes a significant portion of its products through sales offices located throughout the world.

The Forged and Cast Engineered Products segment had been operating at levels significantly below capacity and, in April 2017, we temporarily idled a portion of one of our cast roll plants. With respect to the roll market, the market conditions in the United States and Europe have improved as protectionist acts have financially strengthened our customer base. However, recent tariffs imposed on steel ingots from Canada continue to adversely impact our Canadian operations and has impacted the cost structure of our forged engineered products. The Corporation, however, is continuing to seek relief through available government channels. With respect to the oil and gas market, while demand for product is typically correlated to the market price of oil and gas, which remains elevated, order intake has slowed due to inventory adjustments in the supply chain.

Air and Liquid Processing

The Air and Liquid Processing segment includes Aerofin, Buffalo Air Handling and Buffalo Pumps, all divisions of Air & Liquid Systems Corporation (“Air & Liquid”), a wholly owned subsidiary of the Corporation. Aerofin produces custom-engineered finned tube heat exchange coils and related heat transfer products for a variety of industries including OEM/commercial, nuclear power generation and industrial manufacturing. Buffalo Air Handling produces large custom-designed air handling systems for institutional (e.g., hospital, university), pharmaceutical and general industrial building markets. Buffalo Pumps manufactures centrifugal pumps for the fossil-fuel power generation, marine defense and industrial refrigeration industries. The segment has operations in Virginia and New York with headquarters in Carnegie, Pennsylvania. The segment distributes a significant portion of its products through a common independent group of sales offices located throughout the United States and Canada.

For the Air and Liquid Processing segment, business activity in the specialty centrifugal pump industry has been negatively impacted by a decline in activity in the fossil-fueled power generation market, partially offset by increased activity in the marine defense market. For the heat exchanger business, there are early signs of growth in the OEM/industrial market. Additionally, demand for custom air handling systems remains steady although competitive pricing pressures continue. The focus for this segment is to grow revenues, increase margins, strengthen engineering and manufacturing capabilities, and continue to improve the sales distribution network.

Consolidated Results of Operations for the Three and Nine Months Ended September 30, 2018 and 2017

Net sales were $112,216 and $103,886, and $354,720 and $317,952, for the three and nine months ended September 30, 2018, and 2017, respectively. Backlog approximated $355,924 at September 30, 2018, versus $326,379 as of December 31, 2017, and $331,639 at September 30, 2017. A discussion of sales and backlog for our two segments is included below.

Costs of products sold, excluding depreciation and amortization , as a percentage of net sales was higher for the three and nine months ended September 30, 2018, when compared to the three and nine months ended September 30, 2017. The increase is primarily due to unabsorbed costs for our Canadian operations which is being adversely affected by tariffs, loss of a key customer due to a plant closure, and lower margins due to product mix. While our other forged and cast operations are being impacted by lower production levels, a higher volume of shipments and improved pricing helped to offset the impact.

Selling and administrative expenses were comparable for the three and nine months ended September 30, 2018, and 2017. The current year-to-date period benefitted from lower employee-related costs, research and development expense and corporate-related co sts offset by higher commissions associated with the higher level of sales. By comparison , the prior year-to-date period include d proceeds from the recovery of a portion of a trade receivable associated with a customer in bankruptcy.

Loss from operations for the three months ended September 30, 2018, and 2017, approximated $6,685 and $3,239, and $9,414 and $8,003 for the nine months ended September 30, 2018, and 2017, respectively. A discussion of operating results for our two segments is included below.

Forged and Cast Engineered Products . Sales for the Forged and Cast Engineered Products segment for the three and nine months ended September 30, 2018, increased 7.8% and 13.2%, respectively, compared to the same periods of the prior year. The current year periods benefited from higher sales of mill rolls and forged engineered products. While sales of frac blocs declined for each of the periods, primarily due to excess inventory in the supply chain, and certain export product from our Canadian operations was negatively impacted by tariffs imposed by the United States on imports of steel products, sales of other forged engineered products, primarily within Canada, increased. Operating results for the three and nine months ended September 30, 2018, declined compared to the same periods of the prior year, particularly for our Canadian operations which have been affected by the tariffs and changes in product mix. Segment results were also negatively impacted by unabsorbed costs, higher operating costs and, particularly for the third quarter, equipment maintenance issues. The prior year-to-date period includes proceeds of $1,322 for recovery of a portion of a trade receivable associated with a customer in bankruptcy. Backlog approximated $306,489 at September 30, 2018, against $285,941 as of December 31, 2017, and $284,285 at September 30, 2017. Backlog for mill rolls increased at September 30, 2018, when compared to each of the periods due to improved demand and pricing. By comparison, backlog for forged engineered products declined at September 30, 2018, from the earlier periods as a result of excess inventory in the oil and gas supply chain. Approximately $190,600 of the current backlog is expected to ship after 2018.

Air and Liquid Processing . Net sales for the three and nine months ended September 30, 2018, improved against the same periods of the prior year. Specifically, sales of air handling units for each of the current year periods exceeded the same periods of the prior year as a result of improved order intake. Sales of centrifugal pumps for the quarter benefited from a higher volume of shipments to U.S. Navy shipbuilders bringing year-to-date sales in line with the comparable prior year period. Sales of heat exchange coils continue to be adversely impacted by a lower volume of shipments to the nuclear and fossil-fueled power generation market. Operating income for the segment for the current year periods improved when compared to the same periods of the prior year due to a higher level of sales and product mix. Backlog approximated $49,435 at September 30, 2018, against $40,438 as of December 31, 2017, with each of the product lines benefiting from higher order intake. Backlog at the current period end was slightly better than a year ago due to a higher backlog for air handling units. Approximately $27,532 of the current backlog is expected to ship after 2018.

Investment-related income for the three and nine months ended September 30, 2018, includes a dividend of approximately $400 from the Corporation’s U.K./Chinese cast roll joint venture company. No dividends were received in 2017.

Interest expense for the current year periods exceeded the same periods of the prior year due to increased borrowings under our revolving credit facility. Higher interest expense for the current year-to-date period was partially offset by interest, fees and early termination costs incurred in the prior year associated with the repayment of debt assumed in connection with a 2016 acquisition.

Other income (expense) approximated $1,671 and $276 for the three months ended September 30, 2018, and 2017, and $5,022 and $(39) for the nine months ended September 30, 2018, and 2017 respectively. The quarter-over-quarter improvement is attributable principally to higher pension and other postretirement benefit income of approximately $1,300. The year-to-date improvement is primarily due to a contract settlement with a third party of approximately $2,425 and higher pension and other postretirement benefit income of approximately $3,600. The balance of the change between the periods is attributable to fluctuations in foreign exchange gains and losses.

Income tax (provision) benefit approximated $(800) and $1,804 for the three months ended September 30, 2018, and 2017, and $(907) and $1,771 for the nine months ended September 30, 2018, and 2017, respectively. The income tax provision for the current year periods includes income taxes associated with our profitable operations. An income tax benefit is not able to be recognized on losses of certain of our entities since they remain in a three-year cumulative loss position. The income tax provision for the nine months ended September 30, 2018, also includes: (i) a $1,242 benefit from the release of a valuation allowance previously established against the deferred income tax assets of one of our foreign subsidiaries on the basis that it was “more likely than not” the deferred income tax assets would be realized, (ii) a benefit for the carryback of additional 2017 tax losses of $986, and (iii) a refund of AMT credits of $433. The additional benefit was partially offset by recognition of a one-time tax on the deemed repatriation of previously untaxed foreign earnings of approximately $2,369. Specifically, in the first quarter of 2018, the Internal Revenue Service issued additional guidance with respect to certain provisions of the Tax Cuts and Jobs Act (the “Tax Reform”), which was enacted on December 22, 2017. The additional guidance allows a taxpayer to exclude the deemed repatriated earnings from the computation of net operating losses generated in tax year 2017 and, instead, record a one-time tax charge in tax year 2018. Since we intend to avail ourselves of the election, we recognized the additional refunds and recorded the one-time tax charge.

Net loss and earnings per common share for the three and nine months ended September 30, 2018, equaled $( 7 , 039 ), or $(0. 5 6 ) per common share, and $( 9 , 092 ), or $(0. 7 3 ) per common share, respectively. Net loss and earnings per common share for the three and nine months ended September 30, 2017, equaled $( 2,202 ), or $(0.1 8 ) per common share, and $( 8,898 ), or $(0. 72 ) per common share, respectively.

Liquidity and Capital Resources

Net cash flows used in operating activities decreased for the nine months ended September 30, 2018, when compared to the nine months ended September 30, 2017. The improvement is principally due to a reduction in trade working capital in the current year period for our forged engineered products due to a decline in business activity in 2018.

Net cash flows used in investing activities were comparable for the nine months ended September 30, 2018, and 201 7. While capital expenditures for 2018 are less than the same period for 2017, the prior year period includes proceeds from the sale of a portion of our interest in a Chinese forged roll joint venture. As of September 30, 2018, commitments for future capital expenditures approximated $2,000 which is expected to be spent over the next 12-18 months.

Net cash flows provided by financing activities were comparable for the nine months ended September 30, 2018, and 2017. During the current year period, we completed a sale and leaseback financing transaction for $19,000. The majority of the proceeds were used to repay borrowings under our revolving credit facility. By comparison, a portion of our borrowings under the credit facility in 2017 were used to repay debt assumed in connection with a 2016 acquisition. Additionally, net cash flows provided by financing activities for the nine months ended September 30, 2017, included payment of dividends which were subsequently suspended in June 2017. Dividends paid in 2018 represent dividends paid on restricted stock issued prior to June 2017 that vested in 2018.

As a result of the above, cash and cash equivalents decreased by $5,922 in 2018, and ended the period at $14,778 (of which approximately $10,027 is held by foreign operations) in comparison to $20,700 at December 31, 2017 (of which approximately $15,809 was held by foreign operations). Cash held by our foreign operations is considered to be permanently reinvested; accordingly, a provision for estimated local and withholding tax has not been made. If we were to remit any foreign earnings to the U.S., the estimated tax impact would be insignificant.

Funds on hand, funds generated from future operations and availability under our revolving credit facility are expected to be sufficient to finance our operational and capital expenditure requirements and to repay our financial obligations. As of September 30, 2018, remaining availability under the revolving credit facility approximated $45,000, net of an availability reserves associated with the proceeds from the sale and leaseback financing transaction. The availability from this reserve will be used toward the settlement of promissory notes and interest due in March 2019. While the revolving credit agreement limits the amount of distributions upstream, we have not historically relied on or have been dependent on distributions from our subsidiaries and are not expected to be in the future.

Litigation and Environmental Matters

See Notes 16 and 17 to the condensed consolidated financial statements.

Critical Accounting Pronouncements

The Corporation’s critical accounting policies, as summarized in its Annual Report on Form 10-K for the year ended December 31, 2017, remain unchanged.

Recently Issued Accounting Pronouncements

See Note 1 to the condensed consolidated financial statements.

Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 (the “Act”) provides a safe harbor for forward-looking statements made by or on our behalf. Management’s Discussion and Analysis of Financial Condition and Results of Operation and other sections of the Form 10-Q as well as the condensed consolidated financial statements and notes thereto may contain forward-looking statements that reflect our current views with respect to future events and financial performance. All statements in this document other than statements of historical fact are statements that are, or could be, deemed “forward-looking statements” within the meaning of the Act. In this document, statements regarding future financial position, sales, costs, earnings, cash flows, other measures of results of operations, capital expenditures or debt levels and plans, objectives, outlook, targets, guidance or goals are forward-looking statements. Words such as “may,” “intend,” “believe,” “expect,” “anticipate,” “estimate,” “project,” “forecast” and other terms of similar meaning that indicate future events and trends are also generally intended to identify forward looking statements. Forward-looking statements speak only as of the date on which such statements are made, are not guarantees of future performance or expectations, and involve risks and uncertainties. For us, these risks and uncertainties include, but are not limited to, those described under Item 1A, Risk Factors, to Part I

of the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2017. In addition, there may be events in the future that we are not able to predict accurately or control which may cause actual results to differ materially from expectations expressed or implied by forward-looking statements. Except as required by applicable law, we assume no obligation, and disclaim any obligation, to update forward-looking stateme nts whether as a result of new information, events or otherwise.

ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There were no material changes in the Corporation’s exposure to market risk from December 31, 2017.

ITEM 4 – CONTROLS AND PROCEDURES

(a)

Disclosure controls and procedures . An evaluation of the effectiveness of the Corporation’s disclosure controls and procedures as of the end of the period covered by this report was carried out under the supervision, and with the participation, of management, including the principal executive officer and principal financial officer. Disclosure controls and procedures are defined under Securities and Exchange Commission (“SEC”) rules as controls and other procedures that are designed to ensure that information required to be disclosed by a company in the reports that it files under the Exchange Act is recorded, processed, summarized and reported within the required time periods. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on that evaluation, the Corporation’s management, including the principal executive officer and principal financial officer, has concluded that the Corporation’s disclosure controls and procedures were effective as of September 30, 2018.

(c)

Changes in Internal Control. There has been no change in the Corporation’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 or 15d-15 under the Securities Exchange Act of 1934 that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHE R INFORMATION

AMPCO-PITTSBURGH CORPORATION

Item 1

Legal Proceedings

The information contained in Note 16 to the condensed consolidated financial statements (Litigation) is incorporated herein by reference.

Item 1A

Risk Factors

There are no material changes to the Risk Factors contained in Item 1A to Part I of the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2017.

Items 2-5

None

Item 6

Exhibits


(10.1)		Master Lease Agreement between Union Electric Steel Corporation and Store Capital Acquisitions, LLC, dated September 28, 2018, filed herewith.
(10.2)		Unconditional Guaranty of Payment and Performance between Ampco-Pittsburgh Corporation and Store Capital Acquisitions, LLC, dated September 28, 2018, filed herewith.
(10.3)		Third Amendment to the Revolving Credit and Security Agreement, dated September 28, 2018, by and among Ampco-Pittsburgh Corporation and PNC Bank, National Association, as administrative agent, and certain lenders, guarantors and other agents party thereto, filed herewith.

(31.1)		Certification of Principal Executive Officer pursuant to Section 302 of The Sarbanes-Oxley Act of 2002.

(31.2)		Certification of Principal Financial Officer pursuant to Section 302 of The Sarbanes-Oxley Act of 2002.

(32.1)		Certification of Principal Executive Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.

(32.2)		Certification of Principal Financial Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.

(101)		Interactive Data File (XBRL)

SIGNAT URES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	AMPCO-PITTSBURGH CORPORATION

DATE: November 9, 2018	BY:	/s/ J. Brett McBrayer
		J. Brett McBrayer
		Director and Chief Executive Officer

DATE: November 9, 2018	BY:	/s/ Michael G. McAuley
		Michael G. McAuley
		Senior Vice President, Chief Financial Officer and Treasurer

Exhibit 10.1

MASTER LEASE AGREEMENT

THIS MASTER LEASE AGREEMENT (this “ Lease ”) is made as of September 28, 2018 (the “ Effective Date ”), by and between STORE CAPITAL ACQUISITIONS, LLC , a Delaware limited liability company (“ Lessor ”), whose address is 8377 E. Hartford Drive, Suite 100, Scottsdale, Arizona 85255, and UNION ELECTRIC STEEL CORPORATION , a Pennsylvania corporation (“ Lessee ”), whose address is 726 Bell Avenue, Suite 301, P.O. Box 457, Carnegie, Pennsylvania 15106. Capitalized terms not defined herein shall have the meanings set forth in Exhibit A hereto.

In consideration of the mutual covenants and agreements contained in this Lease, intending to be legally bound, Lessor and Lessee covenant and agree as follows :

ARTICLE I

Basic Lease Terms

Section 1.01. Properties . The street addresses and legal descriptions of the Properties are set forth on Exhibit B attached hereto and incorporated herein.

Section 1.02. Initial Term Expiration Date . September 30, 2038.

Section 1.03. Extension Options . Four (4) extensions, as described in Section 3.02.

Section 1.04. Term Expiration Date (if fully extended) . September 30, 2058.

Section 1.05. Initial Base Annual Rental . $1,643,500, subject to adjustment in accordance with Section 4.02.

Section 1.06. Rental Adjustment . The lesser of (i) 2%, or (ii) 1.25 times the change in the Price Index, as described in Section 4.02.

Section 1.07. Adjustment Date . October 1, 2019 and annually thereafter during the Lease Term (including any Extension Term).

Section 1.08. Guarantor . Ampco-Pittsburgh Corporation, a Pennsylvania corporation.

Section 1.09. Lessee Tax Identification No . 25-0847900.

Section 1.10. Lessor Tax Identification No. 45-2674893.

~~4851-8930-3408.5~~

~~STORE / Ampco~~

~~Master Lease Agreement~~

~~4 Properties in PA and IN~~

~~File No.: 7210/02-637~~

ARTICLE II

Lease of Properties

Section 2.01. Lease . In consideration of Lessee’s payment of the Rental and other Monetary Obligations and Lessee’s performance of all other obligations hereunder, Lessor hereby leases to Lessee, and Lessee hereby takes and hires, the Properties, “AS IS” and “WHERE IS” without representation or warranty by Lessor, and subject to the existing state of title, the parties in possession, any statement of facts which an accurate survey or physical inspection might reveal, and all Legal Requirements now or hereafter in effect.

Section 2.02. Quiet Enjoyment . So long as Lessee shall pay the Rental and other Monetary Obligations provided in this Lease and shall keep and perform all of the terms, covenants and conditions on its part contained herein and subject to the rights of Lessor under Section 12.02, Lessee shall have, subject to the terms and conditions set forth herein, the right to the peaceful and quiet enjoyment and occupancy of the Properties.

ARTICLE III

Lease Term; Extension

Section 3.01. Initial Term . The initial term of this Lease (“ Initial Term ”) shall commence as of the Effective Date and shall expire at midnight on the date set forth in Section 1.02, unless terminated sooner as provided in this Lease and as may be extended as provided herein. The time period during which this Lease shall actually be in effect, including any Extension Term, is referred to as the “ Lease Term .”

Section 3.02. Extensions . Unless this Lease has expired or has been sooner terminated, or an Event of Default has occurred and is continuing at the time any extension option is exercised, Lessee shall have the right and option (each, an “ Extension Option ”) to extend the Initial Term for all and not less than all of the Properties, as follows (each, an “ Extension Term ”):

(a)

one additional, successive period of five (5) years beyond the Initial Term (the “ First Extension Term ”), with Base Monthly Rent as set forth in Section 4.02 below and otherwise upon the same terms and conditions of this Lease then in effect;

(b)

one additional, successive period of four (4) years and eleven (11) months beyond the First Extension Term (the “ Second Extension Term ”), with Base Monthly Rent as set forth in Section 4.02 below and otherwise upon the same terms and conditions of this Lease then in effect;

(c)

one additional, successive period of five (5) years and one (1) month beyond the Second Extension Term (the “ Third Extension Term ”), with Base Monthly Rent being at Fair Market Rental (as such term is defined in Section 3.04 herein) and otherwise upon the same terms and conditions of this Lease then in effect; and

~~4851-8930-3408.5~~

~~STORE / Ampco~~

~~Master Lease Agreement~~

~~4 Properties in PA and IN~~

~~File No.: 7210/02-637~~

(d)

one additional successive period of five (5) years beyond the Third Extension Term (the “ Fourth Extension Term ”), with Base Monthly Rent being at Fair Market Rental and otherwise upon the same terms and conditions of this Lease then in effect.

Section 3.03. Notice of Exercise . Lessee may only exercise the Extension Options by giving written notice thereof to Lessor of its election to do so no later than one hundred twenty (120) days prior to the expiration of the Initial Term or the then-current Extension Term, as applicable (each a “ Notice of Exercise ”). If a Notice of Exercise of any Extension Option is not received by Lessor by the applicable dates described above, then this Lease shall terminate on the last day of the Initial Term or, if applicable, the last day of the Extension Term then in effect. Upon the request of Lessor or Lessee, the parties hereto will, at the expense of Lessee, execute and exchange an instrument in recordable form setting forth the extension of the Lease Term in accordance with this Section 3.03.

Section 3.04. Fair Market Rental.

(a) The term “ Fair Market Rental ”, as used in this Lease, shall mean the annual fair market rental rate, including annual escalations, if applicable, then being charged for comparable commercial properties in the markets in which the Properties are located, commencing on or about the commencement of the applicable Extension Term. In determining the Fair Market Rental of the Properties for purposes of this subsection, the comparable rental method shall be utilized, taking into account (1) rent payable in the general market area in which the Properties are located for similar buildings of comparable characteristics, including, but not limited to, comparable age, condition and classification, (2) rent payable under leases for similar uses with similar Property level profitability, (3) the length of the potential Extension Terms, and (4) that Lessor shall not be required to offer concessions and free rent. Lessee shall have the right to request that Lessor provide Lessee with written notice of its good faith determination of the Fair Market Rental (the “ Lessor’s Determination ”) no earlier than one hundred eighty (180) days prior to commencement of the Third Extension Term or the Fourth Extension Term, as applicable, and Lessor shall provide Lessee with the Lessor’s Determination in writing within thirty (30) days following Lessor’s receipt of such request. Upon Lessee’s receipt of the Lessor’s Determination, Lessee shall have the following options: (x) to accept the Lessor’s Determination of the Fair Market Rental for all or any one of the Properties, and/or (y) to elect to have the Fair Market Rental of the Properties determined in accordance with Section 3.04(b) below. To the extent Lessee elects to exercise the applicable Extension Option following receipt of the Lessor’s Determination, Lessee shall provide Lessor with written notification of its election at the same time Lessee delivers its Notice of Exercise to Lessor, otherwise Lessee shall be deemed to have elected clause (x) above with respect to all of the Properties.

(b) If Lessee contests the Fair Market Rental provided by Lessor pursuant to Section 3.04(a) above then, within ten (10) Business Days after being notified of the Fair Market Rental of the Properties, Lessee may elect to reject that appraisal and such appraisal shall become null and void. Thereafter, Lessor shall nominate to Lessee a list of not less than three (3) independent MAI appraisers who are experienced with appraising and determining the fair market rents of property similar to the Properties, and Lessee shall select one appraiser. Within five (5) Business Days of such selection, Lessor shall retain such appraiser, at Lessee’s sole expense, to prepare an appraisal of

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the Fair Market Rental of the Properties in the same manner described in Section 3.04(a) and the results of such appraisal shall be the “Fair Market Rental” of the Properties for purposes hereof.

Section 3.05. Removal of Personalty . Upon the expiration of the Lease Term, and if Lessee is not then in breach hereof, Lessee may remove from the Properties all equipment, apparatus, machinery, appliances and other Personalty belonging to Lessee. Lessee shall repair any damage caused by such removal and shall leave all of the Properties clean and in good and working condition, damage by Casualty or Condemnation excepted. Subject to the rights of any lienholders, any property of Lessee left on the Properties on the thirtieth (30 ^th ) day following the expiration of the Lease Term shall, at Lessor’s option, automatically and immediately become the property of Lessor.

ARTICLE IV

Rental and Other Monetary Obligations

Section 4.01. Base Monthly Rental . During the Lease Term, on or before the first day of each calendar month, Lessee shall pay in advance the Base Monthly Rental then in effect. If the Effective Date is a date other than the first day of the month, Lessee shall pay to Lessor on the Effective Date the Base Monthly Rental prorated by multiplying the Base Monthly Rental by a fraction, the numerator of which is the number of days remaining in the month (including the Effective Date) for which Base Monthly Rental is being paid, and the denominator of which is the total number of days in such month.

Section 4.02. Adjustments . During the Lease Term (including any Extension Term), on the first Adjustment Date and on each Adjustment Date thereafter, the Base Annual Rental shall increase by an amount equal to the Rental Adjustment; provided, however , that in no event shall Base Annual Rental be reduced as a result of the application of the Rental Adjustment; provided , further , that in the case of the Third Extension Term and the Fourth Extension Term, if applicable, any increases in the Base Annual Rental shall be determined pursuant to Section 3.04.

Section 4.03. Additional Rental . Lessee shall pay and discharge, as additional rental (“ Additional Rental ”), all sums of money required to be paid by Lessee under this Lease which are not specifically referred to as Rental. Lessee shall pay and discharge any Additional Rental when the same shall become due, provided that amounts which are billed to Lessor or any third party, but not to Lessee, shall be paid within thirty (30) days after Lessor’s demand for payment thereof. In no event shall Lessee be required to pay to Lessor any item of Additional Rental that Lessee is obligated to pay and has paid to any third party pursuant to any provision of this Lease.

Section 4.04. Rentals to be Net to Lessor . The Base Annual Rental payable hereunder shall be net to Lessor, so that this Lease shall yield to Lessor the Rentals specified during the Lease Term, and all Costs and obligations of every kind and nature whatsoever relating to the Properties shall be performed and paid by Lessee except as expressly set forth herein. Lessee shall perform all of its obligations under this Lease at its sole cost and expense. All Rental and other Monetary Obligations which Lessee is required to pay hereunder shall be the unconditional obligation of Lessee and shall be payable in full when due and payable,

~~4851-8930-3408.5~~

~~STORE / Ampco~~

~~Master Lease Agreement~~

~~4 Properties in PA and IN~~

~~File No.: 7210/02-637~~

without notice or demand, and without any setoff, abatement, deferment, deduction or counterclaim whatsoever except as expressly set forth herein.

Section 4.05. ACH Authorization . Upon execution of this Lease, Lessee shall deliver to Lessor a complete Authorization Agreement – Pre‑Arranged Payments in the form of Exhibit C attached hereto and incorporated herein by this reference, together with a voided check for account verification, establishing arrangements whereby payments of the Base Monthly Rental are transferred by Automated Clearing House Debit initiated by Lessor from an account established by Lessee at a United States bank or other financial institution to such account as Lessor may designate. Lessee shall continue to pay all Rental by Automated Clearing House Debit unless otherwise directed by Lessor.

Section 4.06. Late Charges; Default Interest . Any delinquent payment shall, in addition to any other remedy of Lessor, incur a late charge of five percent (5%) (which late charge is intended to compensate Lessor for the cost of handling and processing such delinquent payment and should not be considered interest) and bear interest at the Default Rate, such interest to be computed from and including the date such payment was due through and including the date of the payment; provided, however , in no event shall Lessee be obligated to pay a sum of late charge and interest higher than the maximum legal rate then in effect; provided , further , that no late charge shall be due nor shall any interest accrue hereunder with respect to the first late payment by Lessee during any twelve (12) month period unless such payment of Rental remains unpaid for a period of five (5) days after such payment was due or unless such payment of any other Monetary Obligation remains unpaid for a period of five (5) days after notice to Lessee.

Section 4.07. Holdover . If Lessee remains in possession of the Properties after the expiration of the term hereof, Lessee, at Lessor’s option and within Lessor’s sole discretion, may be deemed a tenant on a month‑to‑month basis and shall continue to pay Rentals and other Monetary Obligations in the amounts herein provided, except that the Base Monthly Rental shall be automatically increased to one hundred twenty-five percent (125%) of the last Base Monthly Rental payable under this Lease, and Lessee shall otherwise comply with all the terms of this Lease; provided that nothing herein nor the acceptance of Rental by Lessor shall be deemed a consent to such holding over. Lessee shall defend, indemnify, protect and hold the Indemnified Parties harmless from and against any and all Losses resulting from Lessee’s failure to surrender possession upon the expiration of the Lease Term.

Section 4.08. Guaranty . On or before the execution of this Lease, Lessee shall cause Guarantor to execute and deliver to Lessor the Guaranty.

ARTICLE V

Representations and Warranties of Lessee

The representations and warranties of Lessee contained in this Article V are being made to induce Lessor to enter into this Lease, and Lessor has relied, and will continue to rely, upon such representations and warranties. Lessee represents and warrants to Lessor as follows:

Section 5.01. Organization, Authority and Status of Lessee . Lessee is duly organized or formed, is validly existing and in good standing under the laws of its state of

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formation and is qualified as a foreign corporation to do business in any jurisdiction where such qualification is required. All necessary and appropriate action has been taken to authorize the execution, delivery and performance by Lessee of this Lease and of the other documents, instruments and agreements provided for herein. Lessee is not, and if Lessee is a “disregarded entity,” the owner of such disregarded entity is not, a “nonresident alien,” “foreign corporation,” “foreign partnership,” “foreign trust,” “foreign estate,” or any other “person” that is not a “United States Person” as those terms are defined in the Code and the regulations promulgated thereunder. The Person who has executed this Lease on behalf of Lessee is duly authorized to do so.

Section 5.02. Enforceability . This Lease constitutes the legal, valid and binding obligation of Lessee, enforceable against Lessee in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, arrangement, moratorium, or other similar laws relating to or affecting the rights of creditors generally.

Section 5.03. Litigation . There are no suits, actions, proceedings or investigations pending, or to Lessee’s knowledge, threatened against or involving any Lessee Entity or the Properties before any arbitrator or Governmental Authority which might reasonably result in any Material Adverse Effect.

Section 5.04. Absence of Breaches or Defaults . Lessee is not in default beyond any applicable notice and cure period under any document, instrument or agreement to which Lessee is a party or by which Lessee, the Properties or any of Lessee’s property is subject or bound, which has had, or could reasonably be expected to result in, a Material Adverse Effect. The authorization, execution, delivery and performance of this Lease and the documents, instruments and agreements provided for herein will not result in any breach of or default under any document, instrument or agreement to which Lessee is a party or by which Lessee, the Properties or any of Lessee’s property is subject or bound.

Section 5.05. Compliance with OFAC Laws . Lessee, and to the Lessee’s knowledge, each of the Lessee Entities is not an individual or entity whose property or interests are subject to being blocked under any of the OFAC Laws or is otherwise in violation of any of the OFAC Laws; provided, however , that the representation contained in this sentence shall not apply to any Person to the extent such Person’s interest is in or through a U.S. Publicly Traded Entity.

Section 5.06. Solvency . There is no contemplated, pending or, to Lessee’s knowledge, threatened Insolvency Event or similar proceedings, whether voluntary or involuntary, affecting Lessee or any Lessee Entity.

Section 5.07. Ownership . None of (i) Lessee, or to Lessee’s knowledge, (ii) any Affiliate of Lessee, or (iii) any Person owning ten percent (10%) or more of Lessee, owns, directly or indirectly, ten percent (10%) or more of the total voting power or total value of capital stock in STORE Capital Corporation.

~~4851-8930-3408.5~~

~~STORE / Ampco~~

~~Master Lease Agreement~~

~~4 Properties in PA and IN~~

~~File No.: 7210/02-637~~

ARTICLE VI

Taxes and Assessments; UTILITIES; INSURANCE

Section 6.01. Taxes .

(a) Payment . Subject to the provisions of Section 6.01(b) below, Lessee shall pay, prior to the earlier of delinquency or the accrual of interest on the unpaid balance, all taxes and assessments of every type or nature assessed against or imposed upon the Properties, Lessee or Lessor during the Lease Term related to or arising out of this Lease and the activities of the parties hereunder, including without limitation, (i) all taxes or assessments upon the Properties or any part thereof and upon any personal property, trade fixtures and improvements located on the Properties, whether belonging to Lessor or Lessee, or any tax or charge levied in lieu of such taxes and assessments; (ii) all taxes, charges, license fees and or similar fees imposed by reason of the use of the Properties by Lessee; (iii) all excise, franchise, transaction, privilege, license, sales, use and other taxes upon the Rental or other Monetary Obligations hereunder, the leasehold estate of either party or the activities of either party pursuant to this Lease; and (iv) all franchise, privilege or similar taxes of Lessor calculated on the value of the Properties or on the amount of capital apportioned to the Properties. Notwithstanding anything in clauses (i) through (iv) to the contrary, Lessee shall not be obligated to pay or reimburse Lessor for any taxes based on the net income of Lessor and/or any stamp or transfer taxes related to any change in ownership of the Properties or any change in ownership of the Lessor.

(b) Right to Contest . Within thirty (30) days after each tax and assessment payment is required by this Section 6.01 to be paid, Lessee shall provide Lessor with evidence reasonably satisfactory to Lessor that taxes and assessments have been timely paid by Lessee. In the event Lessor receives a tax bill, Lessor shall forward said bill to Lessee within fifteen (15) days of Lessor’s receipt thereof; provided, however, Lessor’s failure to forward said bill shall not constitute a default by Lessor under this Lease. Lessee may, at its own expense, contest or cause to be contested (in the case of any item involving more than $10,000, after prior written notice to Lessor, which shall be given within fifteen (15) days of Lessee’s determination to contest any matter as permitted herein), by appropriate legal proceedings conducted in good faith and with due diligence, any above‑described item or lien with respect thereto or the assessed valuation of any of the Properties, provided that (i) neither the Properties nor any interest therein would be in any danger of being sold, forfeited or lost by reason of such proceedings; (ii) no Event of Default has occurred and is continuing; (iii) if and to the extent required by the applicable taxing authority and/or Lessor, Lessee posts a bond or takes other steps acceptable to such taxing authority and/or Lessor that removes such lien or stays enforcement thereof; (iv) Lessee shall promptly provide Lessor with copies of all notices received or delivered by Lessee and filings made by Lessee in connection with such proceeding; and (v) upon termination of such proceedings, it shall be the obligation of Lessee to pay the amount of any such tax and assessment or part thereof as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees (including attorneys’ fees and disbursements), interest, penalties or other liabilities in connection therewith. Lessor shall at the request of Lessee, execute or join in the

~~4851-8930-3408.5~~

~~STORE / Ampco~~

~~Master Lease Agreement~~

~~4 Properties in PA and IN~~

~~File No.: 7210/02-637~~

execution of any instruments or documents necessary in connection with such contest or proceedings, but Lessor shall incur no cost or obligation thereby.

Section 6.02. Utilities . Lessee shall contract, in its own name, for and pay when due all charges for the connection and use of water, gas, electricity, telephone, garbage collection, sewer use and other utility services supplied to the Properties during the Lease Term. Under no circumstances shall Lessor be responsible for any interruption of any utility service, except to the extent caused by Lessor’s gross negligence or willful misconduct.

Section 6.03. Insurance .

(a) Coverage . Throughout the Lease Term, Lessee shall maintain, with respect to each of the Properties, at its sole expense, the following types and amounts of insurance:

(i) Insurance against loss or damage to real property and personal property under an “all risk” or “special form” insurance policy, which shall include coverage against all risks of direct physical loss, including but not limited to loss by fire, lightning, wind, terrorism, and other risks normally included in the standard ISO special form (and shall also include National Flood and Excess Flood insurance for any Property located in Flood Zone A or Flood Zone V, as designated by FEMA, or otherwise located in a flood zone area identified by FEMA as a 100-year flood zone or special hazard area, and earthquake insurance if any Property is located within a moderate to high earthquake hazard zone as determined by an approved insurance company set forth in Section 6.03(b)(x) below). Such policy shall also include soft costs, coverage for ordinance or law covering the loss of value of the undamaged portion of the Properties, costs to demolish and the increased costs of construction if any of the improvements located on, or the use of, the Properties shall at any time constitute legal non-conforming structures or uses. Ordinance or law limits shall be in an amount equal to the full replacement cost for the loss of value of the undamaged portion of the Properties and no less than 25% of the replacement cost for costs to demolish and the increased cost of construction, or in an amount otherwise specified by Lessor. Such insurance shall be in amounts not less than 100% of the full insurable replacement cost values (without deduction for depreciation), with an agreed amount endorsement or without any coinsurance provision, and with sublimits satisfactory to Lessor, as determined from time to time at Lessor’s request but not more frequently than once in any 12-month period.

(ii) Commercial general liability insurance, including products and completed operation liability, covering Lessor and Lessee against bodily injury liability, property damage liability and personal and advertising injury, including any liability arising out of the ownership, maintenance, repair, condition or operation of every Property or adjoining ways, streets, parking lots or sidewalks. Such insurance policy or policies shall contain a broad form contractual liability endorsement under which the insurer agrees to insure Lessee’s obligations under Article X hereof to the extent insurable, and a “severability of interest” clause or endorsement which precludes the insurer from denying the claim of

~~4851-8930-3408.5~~

~~STORE / Ampco~~

~~Master Lease Agreement~~

~~4 Properties in PA and IN~~

~~File No.: 7210/02-637~~

Lessee or Lessor because of the negligence or other acts of the other, shall be in amounts of not less than $10,000,000 per occurrence for bodily injury and property damage, and $20,000,000 general aggregate, and shall be of form and substance satisfactory to Lessor. Such limits of insurance can be acquired through Commercial General liability and Umbrella liability policies.

(iii) Workers’ compensation and Employers Liability insurance with statutorily mandated limits covering all persons employed by Lessee on the Properties in connection with any work done on or about any of the Properties for which claims for death or bodily injury could be asserted against Lessor, Lessee or the Properties.

(iv) Business interruption insurance including Rental Value Insurance payable to Lessor at all locations for a period of not less than twelve (12) months. Such insurance is to follow the form of the real property “all risk” or “special form” coverage and is not to contain a co‑insurance clause. Such insurance is to have a minimum of 180 days of extended period of indemnity.

(v) Automobile liability insurance, including owned, non-owned and hired car liability insurance for combined limits of liability of $5,000,000 per occurrence. The limits of liability can be provided in a combination of an automobile liability policy and an umbrella liability policy.

(vi) Comprehensive Boiler and Machinery or Equipment Breakdown Insurance against loss or damage from explosion of any steam or pressure boilers or similar apparatus, if any, and other building equipment including HVAC units located in or about each Property and in an amount equal to the lesser of 25% of the 100% replacement cost of each Property or $5,000,000.

(vii) Such additional and/or other insurance and in such amounts as at the time is customarily carried by prudent owners or tenants with respect to improvements and personal property similar in character, location and use and occupancy to each Property; provided, however, that such requirement will only apply if there is a change in Lessee’s operations or an increase in hazard at the Properties.

(b) Insurance Provisions . All insurance policies shall:

(i) provide for a waiver of subrogation by the insurer as to claims against Lessor, its employees and agents;

(ii) be primary and provide that any “other insurance” clause in the insurance policy shall exclude any policies of insurance maintained by Lessor and the insurance policy shall not be brought into contribution with insurance maintained by Lessor; provided, however, that the foregoing requirement shall only apply to Lessee’s property, commercial general liability insurance, automobile liability insurance, and umbrella liability policies;

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(iii) contain deductibles not to exceed $25,000 for all coverages except the deductible for (A) “all risk” policies shall not exceed $100,000, (B) named storm coverage shall not exceed the greater of five percent (5%) of the insured value or $250,000 , (C) earthquake coverage shall not exceed the greater of two percent (2%) of the insured value or $250,000, and (D) commercial general liability shall not exceed $150,000 ;

(iv) contain a standard non‑contributory mortgagee clause or endorsement in favor of any Lender designated by Lessor;

(v) provide that the policy of insurance shall not be terminated or cancelled without at least thirty (30) days’ prior written notice to Lessor and to any Lender covered by any standard mortgagee clause or endorsement;

(vi) intentionally deleted;

(vii) be in amounts sufficient at all times to satisfy any coinsurance requirements thereof;

(viii) except for workers’ compensation insurance referred to in Section 6.03(a)(iii) above, name Lessor and any Lessor Affiliate or Lender requested by Lessor, as an “additional insured” with respect to liability insurance, and as an “additional named insured” or “additional insured” with respect to real property and rental value insurance, as appropriate and as their interests may appear;

(ix) be evidenced by delivery to Lessor and any Lender designated by Lessor of an Acord Form 28 for property, business interruption and boiler & machinery coverage (or any other form requested by Lessor) and an Acord Form 25 for commercial general liability, workers’ compensation and umbrella coverage (or any other form requested by Lessor); provided that in the event that either such form is no longer available, such evidence of insurance shall be in a form reasonably satisfactory to Lessor and any Lender designated by Lessor; and

(x) be issued by insurance companies licensed to do business in the states where the Properties are located and which are rated no less than A-X by Best’s Insurance Guide or are otherwise approved by Lessor.

(c) Additional Obligations . It is expressly understood and agreed that (i) if any insurance required hereunder, or any part thereof, shall expire, be withdrawn, become void by breach of any condition thereof by Lessee, or become void or in jeopardy by reason of the failure or impairment of the capital of any insurer, Lessee shall immediately obtain new or additional insurance reasonably satisfactory to Lessor and any Lender designated by Lessor; (ii) the minimum limits of insurance coverage set forth in this Section 6.03 shall not limit the liability of Lessee for its acts or omissions as provided in this Lease; (iii) Lessee shall procure policies for all insurance for periods of not less than one year and shall provide to Lessor and any servicer or Lender of Lessor certificates of insurance or, upon Lessor’s request, duplicate originals of insurance

~~4851-8930-3408.5~~

~~STORE / Ampco~~

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~~4 Properties in PA and IN~~

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policies evidencing that insurance satisfying the requirements of this Lease is in effect at all times; (iv) Lessee shall pay as they become due all premiums for the insurance required by this Section 6.03; (v) in the event that Lessee fails to comply with any of the requirements set forth in this Section 6.03, within ten (10) days of the giving of written notice by Lessor to Lessee, (A) Lessor shall be entitled to procure such insurance; and (B) any sums expended by Lessor in procuring such insurance shall be Additional Rental and shall be repaid by Lessee, together with interest thereon at the Default Rate, from the time of payment by Lessor until fully paid by Lessee immediately upon written demand therefor by Lessor; and (vi) Lessee shall maintain all insurance policies required in this Section 6.03 not to be cancelled, invalidated or suspended on account of the conduct of Lessee, its officers, directors, managers, members, employees or agents, or anyone acting for Lessee or any subtenant or other occupant of the Properties, and shall comply with all policy conditions and warranties at all times to avoid a forfeiture of all or a part of any insurance payment.

(d) Blanket Policies . Notwithstanding anything to the contrary in this Section 6.03, any insurance which Lessee is required to obtain pursuant to this Section 6.03 may be carried under a “blanket” policy or policies covering other properties or liabilities of Lessee provided that such “blanket” policy or policies otherwise comply with the provisions of this Section 6.03.

Section 6.04. Environmental Insurance . Throughout the first ten (10) years of the Lease Term, Lessor shall include each of the Properties located at 31 Union Electric Rd., Burgettstown, PA and 725 Bell Ave., Carnegie, PA (collectively, the “ Environmental Insurance Properties ”) in the Master Environmental Policy; provided that, on or before the Effective Date Lessee shall pay $40,000 in total to Lessor for the Environmental Insurance Properties Property’s pro rata share of the premium of for such Master Environmental Policy. Thereafter, Lessee shall, upon not less than thirty (30) days written notice from Lessor, reimburse Lessor for each of the Environmental Insurance Properties reasonable pro rata share of the premium paid by Lessor at the time of each renewal of such Master Environmental Policy. Notwithstanding the foregoing, if at any time during the Lease Term (i) Lessor is not able to include either of the Environmental Insurance Properties in the Master Environmental Policy due to environmental insurer’s rejection or refusal to insure or because the Master Environmental Policy is no longer available and has provided not less than thirty (30) days written notice to Lessee of such inability, or (ii) upon not less than thirty (30) days written notice to Lessor, Lessee elects not to be included under the Master Environmental Policy, then in either case, Lessee shall maintain, at its sole cost and expense, an Environmental Policy with respect to each of the Environmental Insurance Properties in form reasonably satisfactory to Lessor in its reasonable discretion in lieu of the Master Environmental Policy. If Lessor is not able to include either of the Environmental Insurance Properties in the Master Environmental Policy due to environmental insurer’s rejection or refusal to insure or because the Master Environmental Policy is no longer available as set forth in subsection (i) above, then Lessor shall use commercially reasonable efforts to assist Lessee in obtaining an Environmental Policy. Lessor and Lessee each acknowledge and agree that (a) no party shall amend or terminate the Environmental Policy without the prior written consent of the other party; and (b) this Lease shall be referenced as an “insured contract” under the Environmental Policy.

Section 6.05. Tax Impound . Upon the occurrence of an Event of Default and with respect to each Event of Default, in addition to any other remedies, Lessor may require Lessee

~~4851-8930-3408.5~~

~~STORE / Ampco~~

~~Master Lease Agreement~~

~~4 Properties in PA and IN~~

~~File No.: 7210/02-637~~

to pay to Lessor on the first day of each month the amount that Lessor reasonably estimates will be necessary in order to accumulate with Lessor sufficient funds in an impound account (which shall not be deemed a trust fund) (the “ Reserve ”) for Lessor to pay any and all real estate taxes (“ Real Estate Taxes ”) for the Properties for the ensuing twelve (12) months, or, if due sooner, Lessee shall pay the required amount immediately upon Lessor’s demand therefor. In the foregoing event, Lessor shall provide Lessee with evidence reasonably satisfactory to Lessee that payment of the Real Estate Taxes was made in a timely fashion. In the event that the Reserve does not contain sufficient funds to timely pay any Real Estate Taxes, upon Lessor’s written notification thereof, Lessee shall, within five (5) Business Days of such notice, provide funds to Lessor in the amount of such deficiency. Lessor shall pay or cause to be paid directly to the applicable taxing authorities any Real Estate Taxes then due and payable for which there are funds in the Reserve; provided, however, that in no event shall Lessor be obligated to pay any Real Estate Taxes in excess of the funds held in the Reserve, and Lessee shall remain liable for any and all Real Estate Taxes, including fines, penalties, interest or additional costs imposed by any taxing authority (unless incurred as a result of Lessor’s failure to timely pay Real Estate Taxes for which it had funds in the Reserve). Lessee shall cooperate fully with Lessor in assuring that the Real Estate Taxes are timely paid. Lessor may deposit all Reserve funds in accounts insured by any federal or state agency and may commingle such funds with other funds and accounts of Lessor. Interest or other gains from such funds, if any, shall be the sole property of Lessor. Upon an Event of Default, in addition to any other remedies, Lessor may apply all impounded funds in the Reserve against any sums due from Lessee to Lessor. Lessor shall give to Lessee an annual accounting showing all credits and debits to and from such impounded funds received from Lessee.

ARTICLE VII

MAINTENANCE; ALTERATIONS

Section 7.01. Condition of Property; Maintenance . Lessee hereby accepts the Properties “AS IS” and “WHERE IS” with no representation or warranty of Lessor as to the condition thereof. Lessee shall, at its sole cost and expense, be responsible for (a) keeping all of the building, structures and improvements erected on each of the Properties in reasonably good order and repair, free from actual or constructive waste; (b) subject to Article XI, the repair or reconstruction of any building, structures or improvements erected on the Properties damaged or destroyed by a Casualty; (c) subject to Section 7.02, making all necessary structural, non-structural, exterior and interior repairs and replacements to any building, structures or improvements erected on the Properties; (d) operating the Properties in accordance with those standards adopted by Lessee from time to time on a system‑wide basis for the Permitted Facilities; (e) (i) ensuring that no party encroaches upon any Property, (ii) except as otherwise set forth in this Lease, protecting, defending, indemnifying, releasing and holding the Indemnified Parties harmless from and against any and all claims and Losses arising out of or in any way relating to any encroachments and/or activities upon any Property caused by any Person; and (iii) prosecuting any claims that Lessee seeks to bring against any Person relating to Lessee’s use and possession of any Property; and (f) paying all operating costs of the Properties in the ordinary course of business. Lessee waives any right to require Lessor to maintain, repair or rebuild all or any part of the Properties or make repairs at the expense of Lessor pursuant to any Legal Requirements at any time in effect.

~~4851-8930-3408.5~~

~~STORE / Ampco~~

~~Master Lease Agreement~~

~~4 Properties in PA and IN~~

~~File No.: 7210/02-637~~

Section 7.02. Alterations and Improvements . During the Lease Term, Lessee shall not alter the exterior, structural, plumbing or electrical elements of the Properties in any manner without the consent of Lessor, which consent shall not be unreasonably withheld or conditioned; provided, however , Lessee may undertake any and all additions, modifications, improvements or alterations to the Premises that it deems necessary for the use and occupancy of the Premises without Lessor’s prior written consent if such alterations do not adversely affect the structural elements or value of the Properties and if the cost of such alterations, individually, does not exceed $100,000. If Lessor’s consent is required hereunder and Lessor consents to the making of any such alterations, the same shall be made by Lessee at Lessee’s sole expense by a licensed contractor and according to plans and specifications approved by Lessor and subject to such other conditions as Lessor shall reasonably require. Any work at any time commenced by Lessee on the Properties shall be prosecuted diligently to completion, shall be of good workmanship and materials and shall comply fully with all the terms of this Lease and all Legal Requirements. Upon completion of any alterations individually costing $100,000 or more, Lessee shall promptly provide Lessor with evidence of full payment to all laborers and materialmen contributing to the alterations. Additionally, upon completion of any alterations individually costing $100,000 or more, Lessee shall promptly provide Lessor with (a) an architect’s certificate certifying the alterations to have been completed in conformity with the plans and specifications (if the alterations are of such a nature as would require the issuance of such a certificate from the architect); (b) a certificate of occupancy (if the alterations are of such a nature as would require the issuance of a certificate of occupancy); and (c) any other documents or information reasonably requested by Lessor. Lessee shall keep the Properties free from any liens arising out of any work performed on, or materials furnished to, the Properties. Lessee shall execute and file or record, as appropriate, a “Notice of Non ‑Responsibility,” or any equivalent notice permitted under applicable Law in the states where the Properties are located which provides that Lessor is not responsible for the payment of any costs or expenses relating to the additions or alterations. Any addition to or alteration of the Properties shall be deemed a part of the Properties and belong to Lessor (excluding, for the avoidance of doubt, any Personalty ) and Lessee shall execute and deliver to Lessor such instruments as Lessor may require to evidence the ownership by Lessor of such addition or alteration.

Section 7.03. Encumbrances . During the Lease Term, subject to receipt of Lessor’s prior written consent which shall not be unreasonably withheld, conditioned or delayed, Lessee shall have the right to grant utility and service easements, licenses, rights of way and other rights or privileges on, over, under and above the Properties as are reasonably required in connection with Lessee’s use of the Properties in accordance with the terms of this Lease. Lessor shall execute and deliver any instrument necessary or appropriate to confirm and grant or release any such easement, license, right of way or other right or privilege upon the written request of Lessee. During the Lease Term, Lessor shall have the right to grant easements on, over, under and above the Properties without the prior consent of Lessee but upon prior notice to Lessee, provided that such easements will not materially interfere with Lessee’s use of the Properties or impose any material obligation on Lessee. Lessee shall comply with and perform all obligations of Lessor under all easements, declarations, covenants, restrictions and other items of record now encumbering the Properties and any future easements granted by Lessor in accordance with the immediately preceding sentence.

~~4851-8930-3408.5~~

~~STORE / Ampco~~

~~Master Lease Agreement~~

~~4 Properties in PA and IN~~

~~File No.: 7210/02-637~~

ARTICLE VIII

Use of the Properties ; Compliance ; Environmental; Mineral rights

Section 8.01. Use .

(a) Continuous Use . During the Lease Term, each of the Properties shall be used solely for the operation of a Permitted Facility. Except during periods when a Property is untenantable due to Casualty or Condemnation (and provided that Lessee continues to strictly comply with the other terms and conditions of this Lease), and except for the Operating Subleases (defined in Section 14.04 below), Lessee shall at all times during the Lease Term occupy the Properties and shall diligently operate its business on the Properties. In the event that Lessee shall change the use of the Properties, only as may be expressly permitted herein or consented to by Lessor in writing (such consent not to be unreasonably withheld), Lessee shall provide Lessor with written notice of any such change.

(b) “Go Dark” Right . Notwithstanding any provision contained herein, Lessee shall not be in default under this Section 8.01 until Lessee fails to continue to operate its business at any of the Properties (excluding instances of Casualty, Condemnation and Force Majeure) for more than ninety (90) consecutive days. Thereafter, in the event Lessee is unable to operate the applicable Property as a Permitted Facility due to circumstances beyond the reasonable control of Lessee (and Lessee provides to Lessor an officer’s certificate executed by an officer of Lessee certifying to the same), then in such event, Lessee shall not be in default so long as: (i) within ninety (90) days following such initial ninety (90) day period, Lessee (A) re-opens the applicable Property, or (B) provides Lessor with an officer's certificate certifying the good faith business reasons Lessee is unable to reopen within said ninety (90) day period and setting forth the additional time frame Lessee will need in order to comply, in its reasonable business discretion, with this Section 8.01; or (ii) Lessee certifies to Lessor that it is actively engaged in finding a new lessee or sublessee as permitted under this Lease and Lessee provides Lessor with periodic updates every thirty (30) days. In the case of item (i)(B), Lessor shall, in its reasonable discretion based upon the certificate provided by Lessee, determine the additional time frame Lessee will have to comply with this Section 8.01. In the case of item (ii), Lessor shall use commercially reasonable efforts to assist Lessee in marketing the Property in order to identify a new lessee or sublessee, provided the same shall be at no material cost to Lessor. Notwithstanding any provision contained in this Section 8.01(b), (A) Lessee shall provide Lessor with written notice at least ten (10) days prior to the applicable Property going dark, and (B) the terms and provisions of this Lease and Lessee’s obligations hereunder shall remain in full force and effect during any go dark period, and (C) in no event shall Lessee “go dark” in any manner that would violate any recorded easements, restrictions, liens and encumbrances affecting the Property in any material respect or give a third party any right to acquire title to the applicable Property as a result of a Property going dark, and (D) in no event other than a Force Majeure Event shall Lessee “go dark” at more than one (1) Property at any time.

Section 8.02. Compliance . Lessee’s use and occupation of each of the Properties, and the condition thereof, shall, at Lessee’s sole cost and expense, comply with all Legal

~~4851-8930-3408.5~~

~~STORE / Ampco~~

~~Master Lease Agreement~~

~~4 Properties in PA and IN~~

~~File No.: 7210/02-637~~

Requirements and all restrictions, covenants and encumbrances of record, and any owner obligations under such Legal Requirements, or restrictions, covenants and encumbrances of record, with respect to the Properties, in either event, the failure with which to comply could have a Material Adverse Effect. Without in any way limiting the foregoing provisions, Lessee shall comply with all Legal Requirements relating to anti ‑terrorism, trade embargos, economic sanctions, Anti-Money Laundering Laws, and the Americans with Disabilities Act of 1990, as such act may be amended from time to time, and all regulations promulgated thereunder, as it affects the Properties now or hereafter in effect. Lessee shall obtain, maintain and comply with all required licenses and permits, both governmental and private, to use and operate the Properties as Permitted Facilities. Upon Lessor’s written request from time to time during the Lease Term, Lessee shall certify in writing to Lessor that Lessee’s representations, warranties and obligations under Section 5.05 and this Section 8.02 remain true and correct and have not been breached. Lessee shall promptly notify Lessor in writing if any of such representations, warranties or covenants are no longer true or have been breached or if Lessee has a reasonable basis to believe that they may no longer be true or have been breached. In connection with such an event, Lessee shall comply with all Legal Requirements and directives of Governmental Authorities and, at Lessor’s request, provide to Lessor copies of all notices, reports and other communications exchanged with, or received from, Governmental Authorities relating to such an event. Lessee shall also reimburse Lessor for all Costs incurred by Lessor in evaluating the effect of such an event on the Properties and this Lease, in obtaining any necessary license from Governmental Authorities as may be necessary for Lessor to enforce its rights under the Transaction Documents, and in complying with all Legal Requirements applicable to Lessor as the result of the existence of such an event and for any penalties or fines imposed upon Lessor as a result thereof. Lessee will use its best efforts to prevent any act or condition to exist on or about the Properties that will materially increase any insurance rate thereon, except when such acts are required in the normal course of its business, and Lessee shall pay for such increase. Lessee agrees that it will defend, indemnify and hold harmless the Indemnified Parties from and against any and all Losses caused by, incurred or resulting from Lessee’s failure to comply with its obligations under this Section, except to the extent caused by the gross negligence or willful misconduct of Lessor.

Section 8.03. Environmental .

(a) Covenants .

(i) Lessee covenants to Lessor during the Lease Term, subject to the limitations of subsection (ii) below, as follows:

(A) All uses and operations on or of the Properties, whether by Lessee or any other Person, shall be in compliance with all Environmental Laws and permits issued pursuant thereto.

(B) There shall be no Releases in, on, under or from the Properties, except in Permitted Amounts.

(C) There shall be no Hazardous Materials or Regulated Substances in, on or under the Properties, except in Permitted Amounts. Above and below ground storage tanks shall be properly permitted and only used as permitted.

~~4851-8930-3408.5~~

~~STORE / Ampco~~

~~Master Lease Agreement~~

~~4 Properties in PA and IN~~

~~File No.: 7210/02-637~~

(D) Lessee shall keep the Properties or cause the Properties to be kept free and clear of all Environmental Liens, whether due to any act or omission of Lessee or any other Person.

(E) Lessee shall not act or fail to act or allow any other tenant, occupant, guest, customer or other user of the Properties to act or fail to act in any way that (1) materially increases a risk to human health or the environment, (2) poses an unreasonable or unacceptable risk of harm to any Person or the environment (whether on or off any of the Properties), (3) has a Material Adverse Effect, (4) is contrary to any material requirement set forth in the insurance policies maintained by Lessee or Lessor, (5) constitutes a public or private nuisance or constitutes waste, (6) violates any covenant, condition, agreement or easement applicable to the Properties, or (7) would result in any reopening or reconsideration of any prior investigation or causes a new investigation by a Governmental Authority having jurisdiction over any Property.

(F) Lessee shall, at its sole cost and expense, fully and expeditiously cooperate in all activities pursuant to this Section 8.03, including but not limited to providing all relevant information and making knowledgeable persons available for interviews.

(ii) Notwithstanding any provision of this Lease to the contrary, a default shall not be deemed to have occurred as a result of the failure of Lessee to satisfy any one or more of the covenants set forth in subsections (A) through (E) above provided that Lessee shall be in compliance with the requirements of any Governmental Authority with respect to the Remediation of any Release at the Properties.

(b) Notification Requirements . Each party hereto shall promptly notify the other party in writing after obtaining actual knowledge of (i) any Releases or Threatened Releases in, on, under or from any of the Properties other than in Permitted Amounts, or migrating towards any of the Properties; (ii) any non‑compliance with any Environmental Laws related in any way to any of the Properties; (iii) any actual or potential Environmental Lien or activity use limitation; (iv) any required or proposed Remediation of environmental conditions relating to any of the Properties required by applicable Governmental Authorities; and (v) any written or oral notice or other communication of which the notifying party becomes aware from any source whatsoever (including but not limited to a Governmental Authority) relating in any way to Hazardous Materials, Regulated Substances or above or below ground storage tanks, or Remediation thereof at or on any of the Properties, other than in Permitted Amounts, possible liability of any Person relating to any of the Properties pursuant to any Environmental Law, other environmental conditions in connection with any of the Properties, or any actual or potential administrative or judicial proceedings in connection with anything referred to in this Section. Lessee shall, upon Lessor’s written request, deliver to Lessor a certificate stating that Lessee, to Lessee’s knowledge, is and has been in material compliance with all of the environmental representations, warranties and covenants in this Lease.

~~4851-8930-3408.5~~

~~STORE / Ampco~~

~~Master Lease Agreement~~

~~4 Properties in PA and IN~~

~~File No.: 7210/02-637~~

(c) Remediation . Lessee shall, at its sole cost and expense, and without limiting any other provision of this Lease, effectuate any Remediation required by any Governmental Authority of any condition (including, but not limited to, a Release or Threatened Release) in, on, under or from the Properties and take any other reasonable action deemed necessary by any Governmental Authority for protection of human health or the environment. Should Lessee fail to undertake any required Remediation in accordance with the preceding sentence, Lessor, after written notice to Lessee and Lessee’s failure to promptly undertake such Remediation, shall be permitted to complete such Remediation, and all Costs incurred in connection therewith shall be paid by Lessee. Any Cost so paid by Lessor, together with interest at the Default Rate, shall be deemed to be Additional Rental hereunder and shall be immediately due from Lessee to Lessor upon Lessee’s receipt of an invoice from Lessor.

(d) Indemnification . Lessee shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless each of the Indemnified Parties from and against any and all Losses, including, but not limited to, all Costs of Remediation (whether or not performed voluntarily), arising out of or in any way relating to any Environmental Laws, Hazardous Materials, Regulated Substances, above or below ground storage tanks, or other environmental matters concerning the Properties, except to the extent caused by the gross negligence or willful misconduct of Lessor. It is expressly understood and agreed that Lessee’s obligations under this Section shall survive the expiration or earlier termination of this Lease for any reason.

(e) Right of Entry . In the event that Lessor has a reasonable basis to believe that a Release or a violation of any Environmental Law has occurred, Lessor and any other Person designated by Lessor, including but not limited to any receiver, any representative of a Governmental Authority, and any environmental consultant, shall have the right, but not the obligation, to enter upon the Properties at all reasonable times, upon reasonable prior notice to Lessee (except in the event of an emergency, in which case no notice shall be required), to assess any and all aspects of the environmental condition of any Property and its use, including but not limited to conducting any environmental assessment or audit (the scope of which shall be determined in Lessor’s commercially reasonable discretion) and taking samples of soil, groundwater or other water, air, or building materials, and conducting other invasive testing. Lessee shall cooperate with and provide access to Lessor and any other Person designated by Lessor. Any such assessment or investigation shall be at Lessor’s sole cost and expense, except that any such assessment or investigation performed because Lessor has a reasonable basis to believe that a Release or a violation of any Environmental Law has occurred shall be at Lessee’s sole cost and expense.

(f) Survival . The obligations of Lessee and the rights and remedies of Lessor under this Section 8.03 shall survive the termination, expiration and/or release of this Lease.

Section 8.04. Mineral Rights. As a material inducement to Lessee’s willingness to enter into the Transaction and the other Transaction Documents, Lessor hereby covenants and agrees Lessor shall not exercise, or grant any right to any third party to exercise, any rights to use the surface of the Properties in connection with any activity related to the exploration, development, production, mining, storage, transmission or transportation of coal, oil, natural gas

~~4851-8930-3408.5~~

~~STORE / Ampco~~

~~Master Lease Agreement~~

~~4 Properties in PA and IN~~

~~File No.: 7210/02-637~~

or other minerals at or beneath the Properties during the Term of this Lease. Further, Lessor hereby covenants and agrees that Lessor shall not sever or attempt to sever any mineral rights associated with the Properties, in each case, separate and apart from fee title to the Properties, and any such attempted assignment or severance shall be void ab initio .

ARTICLE IX

additional COVENANTS

Section 9.01. Performance at Lessee’s Expense . Lessee acknowledges and confirms that Lessor may impose reasonable administrative, processing or servicing fees, and collect its reasonable attorneys’ fees, costs and expenses in connection with (a) any extension, renewal, modification, amendment and termination of this Lease requested by Lessee; (b) any release or substitution of Properties requested by Lessee; (c) the procurement of consents, waivers and approvals with respect to the Properties or any matter related to this Lease requested by Lessee; (d) the review of any assignment or sublease or proposed assignment or sublease or the preparation or review of any subordination or non‑disturbance agreement requested by Lessee; (e) the collection, maintenance and/or disbursement of reserves created under this Lease or the other Transaction Documents (following an Event of Default); and (f) inspections required to make certain determinations under this Lease or the other Transaction Documents following Lessor’s reasonable belief of a breach under this Lease or any other Transaction Documents.

Section 9.02. Inspection . Lessor and its authorized representatives shall have the right, at all reasonable times and upon giving reasonable prior notice (except in the event of an emergency, in which case no prior notice shall be required), to enter the Properties or any part thereof and inspect the same. Lessee hereby waives any claim for damages for any injury or inconvenience to or interference with Lessee’s business, any loss of occupancy or quiet enjoyment of the Properties and any other loss occasioned by such entry, but, subject to Section 10.01, excluding damages arising as a result of the gross negligence or willful misconduct of Lessor.

Section 9.03. Financial Information .

(a) Financial Statements . To the extent not filed with the Securities and Exchange Commission and publicly available on EDGAR, Lessee will furnish Lessor, within forty five (45) days after the end of each fiscal quarter and within one hundred twenty (120) days after the end of each fiscal year of Lessee and Lessee Reporting Entities, Lessee shall deliver to Lessor (i) complete consolidated financial statements that consolidate Lessee and Lessee Reporting Entities, including a balance sheet, profit and loss statement, statement of stockholders’ equity and statement of cash flows and all other related schedules for the fiscal period then ended, such statements to detail separately interest expense, income taxes, non-cash expenses, material non-recurring expenses, operating lease expense and current portion of long-term debt – capital leases; (ii) income statements for the business at each of the Properties; and (iii) the supplemental financial information set forth on Schedule 9.03. Notwithstanding the foregoing, the parties acknowledge and agree that Lessee can satisfy the foregoing quarterly reporting requirements by providing Lessor with a financial reporting package in the same form as that certain Financial Reporting Package dated December 2017 for

~~4851-8930-3408.5~~

~~STORE / Ampco~~

~~Master Lease Agreement~~

~~4 Properties in PA and IN~~

~~File No.: 7210/02-637~~

Lessee within forty five (45) days after the end of each fiscal quarter of Lessee and Lessee Reporting Entities. All such financial statements shall be prepared in accordance with GAAP, and shall be certified to be accurate and complete by an officer or director of each Lessee Reporting Entity. In the event that Lessee’s business at the Properties is ordinarily consolidated with other business for financial statements purposes, a separate profit and loss statement shall be provided showing separately the sales, profits and losses pertaining to each Property with interest expense, income taxes, non-cash expenses, material non-recurring expenses and operating lease expense (rent), with the basis for allocation of overhead or other charges being clearly set forth in accordance with Schedule 9.03. The financial statements delivered to Lessor need not be audited, but Lessee shall deliver to Lessor copies of any audited financial statements of the Lessee Reporting Entities which may be prepared, as soon as they are available.

(b) Other Information . Notwithstanding any provision contained herein, upon request of Lessor in connection with Lessor’s filings with or disclosures to the Securities and Exchange Commission or other Governmental Authority or in connection with any proposed sale or mortgaging of all or any portion of the Properties, Lessee will provide to Lessor, at no additional cost or expense to Lessee, any and all financial information and/or financial statements of Lessee Reporting Entities (and in the form or forms) as reasonably requested by Lessor.

Section 9.04. OFAC Laws . Upon receipt of notice or upon actual knowledge thereof, Lessee shall immediately notify Lessor in writing if any Person owning (directly or indirectly) any interest in any of the Lessee Entities, or any director, officer, shareholder, member, manager or partner of any of such holders is a Person whose property or interests are subject to being blocked under any of the OFAC Laws, or is otherwise in violation of any of the OFAC Laws, or is under investigation by any Governmental Authority for, or has been charged with, or convicted of, drug trafficking, terrorist‑related activities or any violation of the Anti‑Money Laundering Laws, has been assessed civil penalties under these or related Laws, or has had funds seized or forfeited in an action under these or related Laws; provided, however , that the covenant in this Section 9.04 shall not apply to any Person to the extent such Person’s interest is in or through a U.S. Publicly Traded Entity.

Section 9.05. Estoppel Certificate . At any time, and from time to time, Lessee shall, promptly and in no event later than ten (10) business days after a request from Lessor or any Lender or mortgagee of Lessor, execute, acknowledge and deliver to Lessor or such Lender or mortgagee, as the case may be, a certificate in the form supplied by Lessor, certifying: (a) that Lessee has accepted the Properties; (b) that this Lease is in full force and effect and has not been modified (or if modified, setting forth all modifications), or, if this Lease is not in full force and effect, the certificate shall so specify the reasons therefor; (c) the commencement and expiration dates of the Lease Term; (d) the date to which the Rentals have been paid under this Lease and the amount thereof then payable; (e) whether there are then any existing defaults by Lessor in the performance of its obligations under this Lease, and, if there are any such defaults, specifying the nature and extent thereof; (f) that no notice has been received by Lessee of any default under this Lease which has not been cured, except as to defaults specified in the certificate; (g) the capacity of the Person executing such certificate, and that such Person is duly authorized to execute the same on behalf of Lessee; (h) that neither Lessor nor any Lender or mortgagee has actual involvement in the management or control of decision

~~4851-8930-3408.5~~

~~STORE / Ampco~~

~~Master Lease Agreement~~

~~4 Properties in PA and IN~~

~~File No.: 7210/02-637~~

making related to the operational aspects or the day ‑to ‑day operation of the Properties, including any handling or disposal of Hazardous Materials or Regulated Substances; and (i) any other information reasonably requested by Lessor or any Lender or mortgagee, as the case may be.

ARTICLE X

RELEASE AND Indemnification

Section 10.01. Release and Indemnification . Lessee agrees to use and occupy the Properties at its own risk and hereby releases Lessor and Lessor’s agents and employees from all claims for any damage or injury to the full extent permitted by Law. except to the extent caused by lessor’s gross negligence or intentional misconduct, Lessee agrees that Lessor shall not be responsible or liable to Lessee or Lessee’s employees, agents, customers, licensees or invitees for bodily injury, personal injury or property damage occasioned by the acts or omissions of any other lessee or any other Person. Lessee agrees that any employee or agent to whom the Properties or any part thereof shall be entrusted by or on behalf of Lessee shall be acting as Lessee’s agent with respect to the Properties or any part thereof, and neither Lessor nor Lessor’s agents, employees or contractors shall be liable for any loss of or damage to the Properties or any part thereof except to the extent caused by lessor’s gross negligence or willful misconduct. Lessee shall indemnify, protect, defend and hold harmless each of the Indemnified Parties from and against any and all Losses (excluding Losses suffered by an Indemnified Party arising out of the willful misconduct of such Indemnified Party OCCURRING ON OR AFTER THE EFFECTIVE DATE) caused by, incurred or resulting from Lessee’s operations or by Lessee’s use and occupancy of the Properties, whether relating to its original design or construction, latent defects, alteration, maintenance, use by Lessee or any Person thereon, supervision or otherwise, or from any breach of, default under, or failure to perform, any term or provision of this Lease by Lessee, its officers, employees, agents or other Persons. It is expressly understood and agreed that Lessee’s obligations under this Section shall survive the expiration or earlier termination of this Lease for any reason whatsoever .

ARTICLE XI

Condemnation and Casualty

Section 11.01. Notification . Lessee shall promptly give Lessor written notice of (a) any Condemnation of any of the Properties, (b) the commencement of any proceedings or negotiations which might result in a Condemnation of any of the Properties, and (c) any Casualty to any of the Properties or any part thereof. Such notice shall provide a general description of the nature and extent of such Condemnation, proceedings, negotiations or Casualty, and shall include copies of any documents or notices received in connection

~~4851-8930-3408.5~~

~~STORE / Ampco~~

~~Master Lease Agreement~~

~~4 Properties in PA and IN~~

~~File No.: 7210/02-637~~

therewith. Thereafter, Lessee shall promptly send Lessor copies of all notices, correspondence and pleadings relating to any such Condemnation, proceedings, negotiations or Casualty.

Section 11.02. Total Condemnation . In the event of a Condemnation of all or substantially all of any of the Properties, and if as a result of such Condemnation: (i) access to the Property to and from the publicly dedicated roads adjacent to the Property as of the Effective Date is permanently and materially impaired such that Lessee no longer has access to such dedicated road; (ii) there is insufficient parking to operate the Property as a Permitted Facility under applicable Laws; or (iii) the Condemnation includes a portion of the building such that the remaining portion is unsuitable for use as a Permitted Facility, as determined by Lessee in the exercise of good faith business judgment (and Lessee provides to Lessor an officer’s certificate executed by an officer of Lessee certifying to the same) (each such event, a “ Total Condemnation ”), then, in such event:

(a) Termination of Lease . On the date of the Total Condemnation, all obligations of either party hereunder with respect to the applicable Property shall cease and the Base Annual Rental shall be reduced as set forth in Section 11.03(c) below; provided, however , that Lessee’s obligations to the Indemnified Parties under any indemnification provisions of this Lease with respect to such Property and Lessee’s obligation to pay Rental and all other Monetary Obligations (whether payable to Lessor or a third party) accruing under this Lease with respect to such Property prior to the date of termination shall survive such termination. If the date of such Total Condemnation is other than the first day of a month, the Base Monthly Rental for the month in which such Total Condemnation occurs shall be apportioned based on the date of the Total Condemnation.

(b) Net Award . Subject to Section 11.07 below, Lessor shall be entitled to receive the entire Net Award in connection with a Total Condemnation without deduction for any estate vested in Lessee by this Lease, and Lessee hereby expressly assigns to Lessor all of its right, title and interest in and to every such Net Award and agrees that Lessee shall not be entitled to any Net Award or other payment for the value of Lessee’s leasehold interest in this Lease.

Section 11.03. Partial Condemnation or Casualty . In the event of a Condemnation which is not a Total Condemnation (each such event, a “ Partial Condemnation ”), or in the event of a Casualty:

(a) Net Awards . Subject to Section 11.03(b)(ii) and Section 11.07 below, all Net Awards shall be paid to Lessor.

(b) Continuance of Lease . This Lease shall continue in full force and effect upon the following terms:

(i) All Rental and other Monetary Obligations due under this Lease shall continue unabated.

(ii) Lessee shall promptly commence and diligently prosecute restoration of such Property to the same condition, as nearly as practicable, as prior to such Partial Condemnation or Casualty as reasonably approved by

~~4851-8930-3408.5~~

~~STORE / Ampco~~

~~Master Lease Agreement~~

~~4 Properties in PA and IN~~

~~File No.: 7210/02-637~~

Lessor. Subject to the terms and provisions of the Mortgages and upon the written request of Lessee (accompanied by evidence reasonably satisfactory to Lessor that such amount has been paid or is due and payable and is properly part of such costs, and that Lessee has complied with the terms of Section 7.02 in connection with the restoration), Lessor shall promptly make available in installments, subject to reasonable conditions for disbursement imposed by Lessor, an amount up to but not exceeding the amount of any Net Award received by Lessor with respect to such Partial Condemnation or Casualty. Prior to the disbursement of any portion of the Net Award with respect to a Casualty, Lessee shall provide evidence reasonably satisfactory to Lessor of the payment of restoration expenses by Lessee up to the amount of the insurance deductible applicable to such Casualty. In the event of a Partial Condemnation, Lessor shall be entitled to keep any portion of the Net Award which may be in excess of the cost of restoration, and Lessee shall bear all additional Costs of such restoration in excess of the Net Award. In the event of a Casualty, Lessee shall be entitled to keep any portion of the Net Award which may be in excess of the cost of restoration, and Lessee shall bear all additional Costs of such restoration in excess of the Net Award.

(c) Rental . Upon removal of a Property pursuant to Section 11.02 or Section 11.03, the Base Annual Rental shall be reduced by an amount equal to the Lease Rate multiplied by the Net Award.

Section 11.04. Temporary Taking . In the event of a Condemnation of all or any part of any Property for a temporary use (a “ Temporary Taking ”), this Lease shall remain in full force and effect without any reduction of Base Annual Rental, Additional Rental or any other Monetary Obligation payable hereunder. Except as provided below, Lessee shall be entitled to the entire Net Award for a Temporary Taking, unless the period of occupation and use by the condemning authorities shall extend beyond the date of expiration of this Lease, in which event the Net Award made for such Temporary Taking shall be apportioned between Lessor and Lessee as of the date of such expiration. At the termination of any such Temporary Taking, Lessee will, at its own cost and expense and pursuant to the provisions of Section 7.02, promptly commence and complete restoration of such Property.

Section 11.05. Adjustment of Losses . Any loss under any property damage insurance required to be maintained by Lessee shall be adjusted by Lessor and Lessee. Any Net Award relating to a Total Condemnation or a Partial Condemnation shall be adjusted by Lessor or, at Lessor’s election, Lessee. Notwithstanding the foregoing or any other provisions of this Section 11.05 to the contrary, if at the time of any Condemnation or any Casualty or at any time thereafter an Event of Default shall have occurred and be continuing, Lessor is hereby authorized and empowered but shall not be obligated, in the name and on behalf of Lessee and otherwise, to file and prosecute Lessee’s claim, if any, for a Net Award on account of such Condemnation or such Casualty and to collect such Net Award and apply the same to the curing of such Event of Default and any other then existing Event of Default under this Lease and/or to the payment of any amounts owed by Lessee to Lessor under this Lease, in such order, priority and proportions as Lessor in its discretion shall deem proper.

Section 11.06. Lessee Obligation in Event of Casualty . During all periods of time following a Casualty, Lessee shall take reasonable steps to ensure that the affected Property is

~~4851-8930-3408.5~~

~~STORE / Ampco~~

~~Master Lease Agreement~~

~~4 Properties in PA and IN~~

~~File No.: 7210/02-637~~

secure and does not pose any risk of harm to any adjoining property and Persons (including owners or occupants of such adjoining property).

Section 11.07. Lessee Awards and Payments . Notwithstanding any provision contained in this Article XI, Lessee shall be entitled to claim and receive any award or payment from the condemning authority expressly granted for the taking of any personal property owned by Lessee, any insurance proceeds with respect to any personal property owned by Lessee, the interruption of its business and moving expenses (subject, however, to the provisions of Section 6.03(a)(iv) above), but only if such claim or award does not adversely affect or interfere with the prosecution of Lessor’s claim for the Condemnation or Casualty, or otherwise reduce the amount recoverable by Lessor for the Condemnation or Casualty.

ARTICLE XII

Default, Conditional Limitations,
Remedies and Measure of Damages

Section 12.01. Event of Default . Each of the following shall be an event of default by Lessee under this Lease (each, an “ Event of Default ”):

(a) if any representation or warranty of Lessee set forth in this Lease is false in any material respect when made;

(b) if any Rental or other Monetary Obligation due under this Lease is not paid when due and if such failure continues for more than three (3) Business Days after the date such Rental amounts were due or for more than three (3) Business Days after notice to Lessee that any other Monetary Obligations were not paid when due; provided, however , such notice and grace period shall only be available twice in any twelve (12) month period; and further provided , any delay in the payment of Rental as a result of a technical error in the wiring and/or automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected within three (3) Business Days of the date Lessee receives notice thereof;

(c) if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges, the failure of which to pay results in the imposition of a lien against any of the Properties, and Lessee fails to cause such resulting lien to be discharged of record or bonded to the satisfaction of Lessor within thirty (30) days subsequent to the filings thereof;

(d) except as set forth in Section 8.01, if Lessee vacates or abandons any Property;

(e) if there is an Insolvency Event affecting Lessee or the Guarantor;

(f) if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this Lease; provided, however , if any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place any Property or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined by

~~4851-8930-3408.5~~

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~~Master Lease Agreement~~

~~4 Properties in PA and IN~~

~~File No.: 7210/02-637~~

Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsed, during which period Lessee may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such thirty (30) ‑day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such thirty (30) ‑day period, which shall in no event exceed ninety (90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety (90) ‑day period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required;

(g) if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged or provision made for such discharge within ninety (90) days from the date of entry thereof;

(h) if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;

(i) if the estate or interest of Lessee in any of the Properties shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is made; or

(j) if there is an “Event of Default” or other breach or default by Lessee or the Guarantor under any of the other Transaction Documents or any Other Agreement , after the passage of all applicable notice and cure or grace periods; provided, however , in the event that this Lease has been the subject of a Securitization and any Other Agreement has not been the subject of the same Securitization or any series relating to such Securitization, an “Event of Default” under such Other Agreement shall not constitute an Event of Default under this Lease.

Section 12.02. Remedies . Upon the occurrence, and during continuance, of an Event of Default, after all applicable written notices have been given and all applicable cure periods have expired, with or without notice or demand, except as otherwise expressly provided herein or such other notice as may be required by statute and cannot be waived by Lessee, Lessor shall be entitled to exercise, at its option, concurrently, successively, or in any combination, all remedies available at Law or in equity, including, without limitation, any one or more of the following:

(a) to terminate this Lease, whereupon Lessee’s right to possession of the Properties shall cease and this Lease, except as to Lessee’s liability as provided herein, shall be terminated;

(b) to the extent not prohibited by applicable Law and subject to the rights of lienholders, if any, to (i) re-enter and take possession of the Properties (or any part thereof), any or all personal property or fixtures of Lessee upon the Properties and (ii)

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~~4 Properties in PA and IN~~

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expel Lessee and those claiming under or through Lessee, without being deemed guilty in any manner of trespass or becoming liable for any loss or damage resulting therefrom, without resort to legal or judicial process, procedure or action. No notice from Lessor hereunder or under a forcible entry and detainer statute or similar Law shall constitute an election by Lessor to terminate this Lease unless such notice specifically so states or unless the termination thereof be decreed by a court of competent jurisdiction. If Lessee shall, after default, voluntarily give up possession of the Properties to Lessor, deliver to Lessor or its agents the keys to the Properties, or both, such actions shall be deemed to be in compliance with Lessor’s rights and the acceptance thereof by Lessor or its agents shall not be deemed to constitute a termination of the Lease. Lessor reserves the right following any re ‑entry and/or reletting to exercise its right to terminate this Lease by giving Lessee written notice that this Lease will terminate on a date to be specified in such notice, in which event this Lease will terminate on such date;

(c) to bring an action against Lessee for any damages sustained by Lessor or any equitable relief available to Lessor and to the extent not prohibited by applicable Law, and, subject to the rights of lienholders, to seize and/or remove all personal property or fixtures upon the Properties which Lessee owns or in which it has an interest, in which Lessor shall have a landlord’s lien and/or security interest, and, subject to the rights of lienholders to dispose thereof in accordance with the Laws prevailing at the time and place of such seizure and cause the same to be stored in a public warehouse or elsewhere at Lessee’s sole expense, without becoming liable for any loss or damage resulting therefrom and without resorting to legal or judicial process, procedure or action;

(d) to relet the Properties or any part thereof for such term or terms (including a term which extends beyond the original Lease Term), at such rentals and upon such other terms as Lessor, in its sole discretion, may determine, with all proceeds received from such reletting being applied to the Rental and other Monetary Obligations due from Lessee in such order as Lessor may, in its sole discretion, determine, which other Monetary Obligations include, without limitation, all repossession costs, brokerage commissions, attorneys’ fees and expenses, alteration, remodeling and repair costs and expenses of preparing the Properties for such reletting.

(e) Lessor shall use reasonable efforts to relet the Properties or any part thereof in the event that Lessor regains possession of the Properties prior to the expiration of the Term hereof as a result of an Event of Default by Lessee; provided, however , that in no event shall Lessor’s obligation to mitigate its damages be interpreted to require Lessor to lease any Property to any Person with insufficient credit or upon terms and conditions that are not reasonably acceptable to Lessor. Lessor reserves the right following any re‑entry and/or reletting to exercise its right to terminate this Lease by giving Lessee written notice that this Lease will terminate on a date to be specified in such notice, in which event this Lease will terminate as specified in said notice;

(f) except to the extent prohibited by applicable Law, to accelerate rent after serving Lessee written notice that all Rental and other Monetary Obligations due and owing and scheduled to become due and owing under this Lease before and after the date of such breach for the remainder of the Term shall become immediately due and payable as if it were all payable in advance;

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~~STORE / Ampco~~

~~Master Lease Agreement~~

~~4 Properties in PA and IN~~

~~File No.: 7210/02-637~~

(g) to recover from Lessee all reasonable Costs paid or incurred by Lessor as a result of such breach, regardless of whether or not legal proceedings are actually commenced;

(h) to immediately or at any time thereafter, and with or without notice, at Lessor’s sole option but without any obligation to do so, correct such breach or default and charge Lessee all reasonable Costs incurred by Lessor therein. Any sum or sums so paid by Lessor, together with interest at the Default Rate, shall be deemed to be Additional Rental hereunder and shall be immediately due from Lessee to Lessor. Any such acts by Lessor in correcting Lessee’s breaches or defaults hereunder shall not be deemed to constitute any waiver of Lessor’s right to exercise any or all remedies set forth herein;

(i) to immediately or at any time thereafter, and with or without notice, except as required herein, set off any money of Lessee held by Lessor under this Lease or any other Transaction Document or any Other Agreement against any sum owing by Lessee hereunder;

(j) Without limiting the generality of the foregoing or limiting in any way the rights of Lessor under this Lease or otherwise under applicable Laws, at any time after the occurrence, and during the continuance, of an Event of Default, Lessor shall be entitled to apply for and have a receiver appointed under applicable Law by a court of competent jurisdiction (by ex parte motion for appointment without notice) in any action taken by Lessor to enforce its rights and remedies hereunder in order to protect and preserve Lessor’s interest under this Lease or in the Properties and the Personalty, and in connection therewith, LESSEE HEREBY IRREVOCABLY CONSENTS TO AND WAIVES ANY RIGHT TO OBJECT TO OR OTHERWISE CONTEST THE APPOINTMENT OF A RECEIVER AFTER THE OCCURRENCE, AND DURING THE CONTINUANCE, OF AN EVENT OF DEFAULT; and/or

(k) to seek any equitable relief available to Lessor, including, without limitation, the right of specific performance.

Section 12.03. Cumulative Remedies . All powers and remedies given by Section 12.02 to Lessor, subject to applicable Law, shall be cumulative and not exclusive of one another or of any other right or remedy or of any other powers and remedies available to Lessor under this Lease, by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and agreements of Lessee contained in this Lease, and no delay or omission of Lessor to exercise any right or power accruing upon the occurrence of any Event of Default shall impair any other or subsequent Event of Default or impair any rights or remedies consequent thereto. Every power and remedy given by this Section or by Law to Lessor may be exercised from time to time, and as often as may be deemed expedient, by Lessor, subject at all times to Lessor’s right in its sole judgment to discontinue any work commenced by Lessor or change any course of action undertaken by Lessor.

Section 12.04. Lessee Waiver . Lessee hereby expressly waives, for itself and all Persons claiming by, through and under Lessee, including creditors of all kinds, (a) any right and privilege which Lessee has under any present or future Legal Requirements to redeem the Properties or to have a continuance of this Lease for the Lease Term after termination of

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~~File No.: 7210/02-637~~

Lessee’s right of occupancy by order or judgment of any court or by any legal process or writ, or under the terms of this Lease; (b) the benefits of any present or future Legal Requirement that exempts property from liability for debt or for distress for rent; (c) any present or future Legal Requirement relating to notice or delay in levy of execution in case of eviction of a tenant for nonpayment of rent; and (d) any benefits and lien rights which may arise pursuant to any present or future Legal Requirement.

ARTICLE XIII

Mortgage, Subordination and Attornment

Section 13.01. No Liens . Lessor’s interest in this Lease and/or the Properties shall not be subordinate to any liens or encumbrances placed upon the Properties by or resulting from any act of Lessee, and nothing herein contained shall be construed to require such subordination by Lessor. NOTICE IS HEREBY GIVEN THAT LESSEE IS NOT AUTHORIZED TO PLACE OR ALLOW TO BE PLACED ANY LIEN, MORTGAGE, DEED OF TRUST, DEED TO SECURE DEBT, SECURITY INTEREST OR ENCUMBRANCE OF ANY KIND UPON ALL OR ANY PART OF THE PROPERTIES OR LESSEE’S LEASEHOLD INTEREST THEREIN, AND ANY SUCH PURPORTED TRANSACTION SHALL BE VOID. For the avoidance of doubt, the foregoing paragraph shall not apply to any Personalty.

Section 13.02. Subordination . This Lease at all times shall automatically be subordinate to the lien of any and all ground leases and Mortgages now or hereafter placed upon any of the Properties by Lessor, provided, however, that as a condition to the subordination of this Lease to any ground leases or Mortgages, Lessor shall provide Lessee with a Subordination, Non-Disturbance, and Attornment Agreement (“ SNDA ”) in favor of Lessee on such mortgagee’s or lessor’s commercially reasonable standard form, and on which Lessor shall obtain the signature of its mortgagee after Lessee has executed the same. Subject to Lessee’s receipt of an SNDA, and upon request of Lessor, Lessee covenants and agrees to execute and deliver, upon demand, such further instruments subordinating this Lease to the lien of any or all such ground leases and Mortgages as shall be desired by Lessor, or any present or proposed mortgagees under trust deeds.

Section 13.03. Attornment . In the event any purchaser or assignee of any Lender at a foreclosure sale acquires title to any of the Properties, or in the event that any Lender or any purchaser or assignee otherwise succeeds to the rights of Lessor as landlord under this Lease, Lessee shall attorn to Lender or such purchaser or assignee, as the case may be (a “ Successor Lessor ”), and recognize the Successor Lessor as lessor under this Lease, and, subject to the provisions of this Article XIII, this Lease shall continue in full force and effect as a direct lease between the Successor Lessor and Lessee, provided that the Successor Lessor shall only be liable for any obligations of Lessor under this Lease which accrue after the date that such Successor Lessor acquires title. The foregoing provision shall be self‑operative and effective without the execution of any further instruments.

Section 13.04. Execution of Additional Documents . Although the provisions in this Article XIII shall be self‑operative and no future instrument of subordination shall be required, provided that Lessee receives an SNDA as contemplated in Section 13.02, and within ten (10) business days following written request by Lessor, Lessee shall execute and deliver such additional reasonable instruments as may be reasonably required for such purposes.

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~~STORE / Ampco~~

~~Master Lease Agreement~~

~~4 Properties in PA and IN~~

~~File No.: 7210/02-637~~

Section 13.05. Notice to Lender . Lessee shall give written notice to any Lender having a recorded lien upon any of the Properties or any part thereof of which Lessee has been notified of in writing of any breach or default by Lessor of any of its obligations under this Lease and give such Lender at least sixty (60) days beyond any notice period to which Lessor might be entitled to cure such default before Lessee may exercise any remedy with respect thereto.

ARTICLE XIV

Assignment

Section 14.01. Assignment by Lessor . As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “ Transaction ”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re‑financing, purchase or re‑acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person in order to maintain Lessor’s or any of its Affiliates’ status as a REIT so long as such Person expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder or adversely impact the rights of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale (including, without limitation, Lessor’s obligation to deliver any Reserve currently held by Lessor to such purchaser or assignee).

Section 14.02. No Assignment by Lessee . Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Lessee shall not assign, transfer, convey, pledge or mortgage this Lease or any interest herein or any interest in Lessee, whether by operation of Law or otherwise, without the prior written consent of Lessor, not be unreasonably withheld, conditioned or delayed. At the time of any assignment of this Lease by Lessee which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to a written assumption agreement in form and substance reasonably acceptable to Lessor. Such assignment of this Lease pursuant to this Section 14.02 shall not relieve Lessee of its obligations respecting this Lease unless otherwise agreed to by Lessor. Any assignment, transfer, conveyance, pledge or mortgage in violation of

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~~STORE / Ampco~~

~~Master Lease Agreement~~

~~4 Properties in PA and IN~~

~~File No.: 7210/02-637~~

this Section 14.02 shall be voidable at the sole option of Lessor. Any consent to an assignment given by Lessor hereunder shall not be deemed a consent to any subsequent assignment.

Section 14.03. No Sale of Assets . Without the prior written consent of Lessor, not to be unreasonably withheld, conditioned or delayed, Lessee shall not sell all or substantially all of Lessee’s assets. Any sale of Lessee’s assets in violation of this Section 14.03, shall be voidable at the sole option of Lessor. Any consent to a sale of Lessee’s assets given by Lessor hereunder shall not be deemed a consent to any subsequent sale of Lessee’s assets.

Section 14.04.

(a) Subletting . Lessee shall not sublet any or all of the Properties without the prior written consent of Lessor, which shall not be unreasonably withheld, conditioned or delayed, and any such purported subletting in contravention of the foregoing shall be void; provided, however , that without Lessor’s consent, Lessee may sublet any or all of the Properties to any operating entity that is an Affiliate of Lessee, provided that: (1) the related sublease is subject and subordinate to this Lease, is on substantially similar terms to this Lease and does not contain any terms inconsistent with this Lease (or if so, the terms of this Lease shall control), and terminates upon the expiration or sooner termination of this Lease; (2) Lessee at all times remains liable hereunder irrespective of any such sublease; (3) the rent due under any sublease shall be fixed rent and shall not be based on the net profits of any sublessee; and (4) the sublet Properties shall be used and occupied only as a Permitted Facility (each, an “ Operating Sublease ”). Lessee covenants and agrees that Lessee shall furnish Lessor with any and all information requested by Lessor reasonably necessary for a determination of the status of any Operating Sublease, and Lessee shall promptly provide Lessor with copies of each Operating Sublease and/or amendments or modifications thereto and/or terminations thereof.

(b) Collateral Assignment of Operating Subleases . As security for the payment and performance by Lessee of its obligations under this Lease, Lessee hereby assigns, transfers, sets over and grants to Lessor, a security interest in any and all of Lessee’s right, title and interest, powers, privileges and other benefits as landlord under the Operating Subleases, including, without limitation: (1) rent and proceeds thereof; (2) the right to enter upon, take possession of and use any and all property subleased or granted by Lessee under the Operating Subleases; (3) the right to make all waivers and agreements, to give all notices, consents and releases, to take all action upon the happening of any default giving rise to a right in favor of Lessee under the Operating Subleases; and (4) the right to do any and all other things whatsoever which Lessee is or may become entitled to do under the Operating Subleases. Upon the occurrence of and during the continuance of an Event of Default hereunder, Lessee agrees that, at the option of Lessor and in addition to such other rights and remedies as may be afforded to Lessor under this Lease, Lessor shall have the right, without giving notice to or obtaining the consent of Lessee, to exercise, enforce or avail itself of any of the rights, powers, privileges, authorizations or benefits assigned and transferred to Lessor pursuant to this Section, including, without limitation, the right to collect all amounts due under the Operating Subleases. From and after the occurrence of an Event of Default, Lessee does hereby irrevocably appoint Lessor as Lessee’s true and lawful attorney, with full power (in the name of Lessee or otherwise) to ask, require, demand, receive and give

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acquittance for every payment under or arising out of the Operating Subleases to which Lessee is or may become entitled. Lessee further agrees to execute any and all other instruments deemed reasonably necessary by Lessor to further the intent of the foregoing assignment and to vest Lessor in the Operating Subleases. Notwithstanding any provision contained in this Section, (i) Lessor shall not be obligated to perform or discharge any obligation, duty or liability under the Operating Subleases by reason of the foregoing assignment, and (ii) Lessor shall not be liable or responsible for, and Lessee agrees to indemnify and hold Lessor harmless from and against any liability, loss, cost or damage, claim or demand against Lessor arising, directly or indirectly, from or related to the Operating Subleases, except to the extent caused by Lessor’s gross negligence or willful misconduct.

ARTICLE XV

Notices

Section 15.01. Notices . All notices, demands, designations, certificates, requests, offers, consents, approvals, appointments and other instruments given pursuant to this Lease shall be in writing and given by any one of the following: (a) hand delivery; (b) express overnight delivery service; (c) certified or registered mail, return receipt requested; or (d) email transmission (with a confirming copy sent by one of the methods specified in subsections (a)-(c) above), and shall be deemed to have been delivered upon (i) receipt, if hand delivered; (ii) the next Business Day, if delivered by a reputable express overnight delivery service; (iii) the third Business Day following the day of deposit of such notice with the United States Postal Service, if sent by certified or registered mail, return receipt requested; or (iv) transmission, if delivered by email transmission (provided that a confirming copy is sent by one of the methods specified in subsections (a)-(c) above). Notices shall be provided to the parties and addresses (or electronic mail addresses) specified below:

If to Lessee:

Union Electric Steel Corporation

726 Bell Avenue, Suite 301

P.O. Box 457

Carnegie, PA 15106

Attention: Masha Trainor - Vice President, General Counsel and Secretary

Email: mtrainor@ampcopgh.com

With a copy to:

K&L Gates LLP

K&L Gates Center

210 Sixth Avenue

Pittsburgh, PA 15222

Attention: Pierce Richardson, Esq.

Email: Pierce.Richardson@klgates.com

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~~File No.: 7210/02-637~~

If to Lessor:

STORE Capital Acquisitions, LLC

8377 E. Hartford Drive, Suite 100

Scottsdale, AZ 85255

Attention:Asset Management

Email: customerservice@storecapital.com

With a copy to:

Kutak Rock LLP

1801 California Street, Suite 3000

Denver, CO 80202

Attention:Whitney Kopicky, Esq.

Email: whitney.kopicky@kutakrock.com

or to such other address or such other person as either party may from time to time hereafter specify to the other party in a notice delivered in the manner provided above.

ARTICLE XVI

Landlord’s Lien

Section 16.01. Landlord’s Lien . Lessee agrees that Lessor shall have a landlord’s lien, in, on and against all of Lessee’s right, title and interest in, to and under all Personalty (subject to the rights and interests of superior lienholders), which lien shall secure the payment of all Rental and other Monetary Obligations payable by Lessee to Lessor under the terms hereof and all other obligations of Lessee to Lessor under this Lease. Lessee agrees that Lessor may file such documents as Lessor then deems appropriate or necessary to perfect and maintain said lien (provided, however, that any such documents of perfection and/or maintenance shall include an express statement that Lessor’s lien is subordinate to any lien, security interest or other collateral rights in and to any Personalty granted by Lessee to any present or future lender), and expressly acknowledges and agrees that, in addition to any and all other rights and remedies of Lessor whether hereunder or at Law or in equity, in the Event of Default of Lessee hereunder, Lessor shall have any and all rights and remedies (subject to the rights and interests of superior lienholders) granted a secured party under the Uniform Commercial Code then in effect in the states where the Properties are located. Lessee covenants to promptly notify Lessor of any changes in Lessee’s name and/or organizational structure which may necessitate the execution and filing of additional financing statements; provided, however , the foregoing shall not be construed as Lessor’s consent to such changes. Lessor’s landlord’s lien granted hereunder is subordinate to any lien, security interest or other collateral rights in and to any Personalty granted by Lessee to any present or future lender. Lessor shall, promptly upon the request of Lessee, enter into any written acknowledgement of such subordination as Lessee’s lenders from time to time may require.

ARTICLE XVII

MISCELLANEOUS

Section 17.01. Force Majeure . Any prevention, delay or stoppage due to strikes, lockouts, acts of God, enemy or hostile governmental action, civil commotion, fire or other casualty beyond the control of the party obligated to perform (each, a “ Force Majeure Event ”) shall excuse the performance by such party for a period equal to any such prevention, delay or stoppage, expressly excluding, however, the obligations imposed upon Lessee with respect to Rental and other Monetary Obligations to be paid hereunder.

Section 17.02. No Merger . There shall be no merger of this Lease nor of the leasehold estate created by this Lease with the fee estate in or ownership of any of the Properties by

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~~File No.: 7210/02-637~~

reason of the fact that the same person, corporation, firm or other entity may acquire or hold or own, directly or indirectly, (a) this Lease or the leasehold estate created by this Lease or any interest in this Lease or in such leasehold estate, and (b) the fee estate or ownership of any of the Properties or any interest in such fee estate or ownership. No such merger shall occur unless and until all persons, corporations, firms and other entities having any interest in (i) this Lease or the leasehold estate created by this Lease, and (ii) the fee estate in or ownership of the Properties or any part thereof sought to be merged shall join in a written instrument effecting such merger and shall duly record the same.

Section 17.03. Interpretation . Lessor and Lessee acknowledge and warrant to each other that each has been represented by independent counsel and has executed this Lease after being fully advised by said counsel as to its effect and significance. This Lease shall be interpreted and construed in a fair and impartial manner without regard to such factors as the party which prepared the instrument, the relative bargaining powers of the parties or the domicile of any party. Whenever in this Lease any words of obligation or duty are used, such words or expressions shall have the same force and effect as though made in the form of a covenant.

Section 17.04. Characterization. The following expressions of intent, representations, warranties, covenants, agreements, stipulations and waivers are a material inducement to Lessor entering into this Lease:

(a) Lessor and Lessee intend that (i) this Lease constitutes an unseverable, unitary and single lease of all, but not less than all, of the Properties, and, if at any time this Lease covers other real property in addition to the Properties, neither this Lease, nor Lessee’s obligations or rights hereunder may be allocated or otherwise divided among such properties by Lessee; and (ii) the business relationship created by this Lease and any related documents is solely that of a long-term commercial lease between Lessor and Lessee, the Lease has been entered into by both parties in reliance upon the economic and legal bargains contained herein, and none of the agreements contained herein is intended, nor shall the same be deemed or construed, to create a partnership ( de facto or de jure ) between Lessor and Lessee, to make them joint venturers, to make Lessee an agent, legal representative, partner, subsidiary or employee of Lessor, nor to make Lessor in any way responsible for the debts, obligations or losses of Lessee.

(b) Lessor and Lessee covenant and agree that: (i) with respect to the Properties, the Lease Term is less than seventy-five percent (75%) of the estimated remaining economic life of the Properties; and (ii) the Base Annual Rental is the fair market value for the use of the Properties and was agreed to by Lessor and Lessee on that basis, and the execution and delivery of, and the performance by Lessee of its obligations under, this Lease do not constitute a transfer of all or any part of the Properties.

(c) Lessee waives any claim or defense based upon the characterization of this Lease as anything other than as a master lease of all of the Properties. Lessee stipulates and agrees (i) not to challenge the validity, enforceability or characterization of the lease of the Properties as a single, unitary, unseverable instrument pertaining to the lease of all, but not less than all, of the Properties; and (ii) not to assert or take or omit to

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~~File No.: 7210/02-637~~

take any action inconsistent with the agreements and understandings set forth in this Section 17.04.

Section 17.05. Disclosures .

(a) Securities Act or Exchange Act . The parties agree that, notwithstanding any provision contained in this Lease, any party (and each employee, representative or other agent of any party) may disclose to any and all persons, without limitation of any kind, any matter required under the Securities Act or the Exchange Act.

(b) Lessor Advertising and Related Publications . Lessee hereby consents to the use by Lessor of, and Lessor is hereby expressly permitted to use, pictures of stores and basic Transaction information (without expressly identifying Lessee) solely in connection with Lessor’s sales, advertising, and press release materials.

(c) Public Disclosures. Except as required by Law (and only to the extent required by Law), Lessee shall not make any public disclosure, including press releases or any form of media release, of this Lease Agreement or any transactions relating hereto or otherwise naming Lessor without the prior written consent of Lessor.

Section 17.06. Attorneys’ Fees . In the event of any judicial or other adversarial proceeding concerning this Lease, to the extent permitted by Law, the prevailing party shall be entitled to recover all of its reasonable attorneys’ fees and other Costs in addition to any other relief to which it may be entitled.

Section 17.07. Memoranda of Lease . Concurrently with the execution of this Lease, Lessor and Lessee shall execute, deliver and record, Lessor’s standard form memorandum of lease in recordable form, indicating the names and addresses of Lessor and Lessee, a description of the Properties, the Lease Term, but omitting Rentals and such other terms of this Lease as Lessor or Lessee may not desire to disclose to the public. The parties hereby agree and acknowledge that such memorandum shall include reference to the Lessor’s covenants set forth in Section 8.04 of this Lease. Further, upon Lessor’s request following the expiration or earlier termination of this Lease in accordance with provisions set forth herein, Lessee shall execute and acknowledge a termination of lease and/or quitclaim deed in recordable form to be recorded by Lessor. The third sentence of this Section 17.07 shall survive the expiration or earlier termination of this Lease.

Section 17.08. No Brokerage . Lessor and Lessee represent and warrant to each other that they have had no conversation or negotiations with any broker concerning the leasing of the Properties. Each of Lessor and Lessee agrees to protect, indemnify, save and keep harmless the other, against and from all liabilities, claims, losses, Costs, damages and expenses, including attorneys’ fees, arising out of, resulting from or in connection with their breach of the foregoing warranty and representation.

Section 17.09. Waiver of Jury Trial and Certain Damages . LESSOR AND LESSEE HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY AND ALL ISSUES PRESENTED IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY EITHER OF

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~~File No.: 7210/02-637~~

THE PARTIES HERETO AGAINST THE OTHER OR ITS SUCCESSORS WITH RESPECT TO ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS LEASE, THE RELATIONSHIP OF LESSOR AND LESSEE, LESSEE’S USE OR OCCUPANCY OF THE Properties , AND/OR ANY CLAIM FOR INJURY OR DAMAGE, OR ANY EMERGENCY OR STATUTORY REMEDY. THIS WAIVER BY THE PARTIES HERETO OF ANY RIGHT EITHER MAY HAVE TO A TRIAL BY JURY HAS BEEN NEGOTIATED AND IS AN ESSENTIAL ASPECT OF THEIR BARGAIN. FURTHERMORE, LESSOR AND LESSEE HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO SEEK PUNITIVE, CONSEQUENTIAL, SPECIAL AND INDIRECT DAMAGES FROM THE OTHER PARTY AND ANY OF THE AFFILIATES, OFFICERS, DIRECTORS, MEMBERS, MANAGERS OR EMPLOYEES OF LESSOR OR LESSEE, AS APPLICABLE, OR ANY OF THEIR SUCCESSORS WITH RESPECT TO ANY AND ALL ISSUES PRESENTED IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT WITH RESPECT TO ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS LEASE OR ANY DOCUMENT CONTEMPLATED HEREIN OR RELATED HERETO. THE WAIVER BY LESSOR AND LESSEE OF ANY RIGHT EITHER MAY HAVE TO SEEK PUNITIVE, CONSEQUENTIAL, SPECIAL AND INDIRECT DAMAGES HAS BEEN NEGOTIATED BY THE PARTIES HERETO AND IS AN ESSENTIAL ASPECT OF THEIR BARGAIN.

Section 17.10. Securitizations . As a material inducement to Lessor’s willingness to enter into the Transactions contemplated by this Lease and the other Transaction Documents, Lessee hereby acknowledges and agrees that Lessor may, from time to time and at any time (a) advertise, issue press releases, send direct mail or otherwise disclose information regarding the Transaction for marketing purposes; and (b) (i) act or permit another Person to act as sponsor, settler, transferor or depositor of, or a holder of interests in, one or more Persons or other arrangements formed pursuant to a trust agreement, indenture, pooling agreement, participation agreement, sale and servicing agreement, limited liability company agreement, partnership agreement, articles of incorporation or similar agreement or document; and (ii) permit one or more of such Persons or arrangements to offer and sell stock, certificates, bonds, notes, other evidences of indebtedness or securities that are directly or indirectly secured, collateralized or otherwise backed by or represent a direct or indirect interest in whole or in part in any of the assets, rights or properties described in Section 14.01 of this Lease, in one or more Persons or arrangements holding such assets, rights or properties, or any of them (collectively, the “ Securities ”), whether any such Securities are privately or publicly offered and sold, or rated or unrated (any combination of which actions and transactions described in both clauses (i) and (ii) in this paragraph, whether proposed or completed, are referred to in this Lease as a “ Securitization ”). Lessee shall cooperate fully with Lessor and any Affected Party with respect to all reasonable requests and due diligence procedures and use reasonable efforts to facilitate such Securitization, provided that such cooperation shall be at no additional cost or expense to Lessee so long as Lessee is not otherwise required to provide such information to Lessor pursuant to the other provisions of this Lease.

Section 17.11. State‑Specific Provisions . The provisions and/or remedies which are set forth on the attached Exhibit D shall be deemed a part of and included within the terms and conditions of this Lease.

Section 17.12. Time is of the Essence; Computation . Time is of the essence with respect to each and every provision of this Lease. If any deadline provided herein falls on a non-Business Day, such deadline shall be extended to the next day that is a Business Day.

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~~Master Lease Agreement~~

~~4 Properties in PA and IN~~

~~File No.: 7210/02-637~~

Section 17.13. Waiver and Amendment . No provision of this Lease shall be deemed waived or amended except by a written instrument unambiguously setting forth the matter waived or amended and signed by the party against which enforcement of such waiver or amendment is sought. Waiver of any matter shall not be deemed a waiver of the same or any other matter on any future occasion. No acceptance by Lessor of an amount less than the Rental and other Monetary Obligations stipulated to be due under this Lease shall be deemed to be other than a payment on account of the earliest such Rental or other Monetary Obligations then due or in arrears nor shall any endorsement or statement on any check or letter accompanying any such payment be deemed a waiver of Lessor’s right to collect any unpaid amounts or an accord and satisfaction.

Section 17.14. Successors Bound . Except as otherwise specifically provided herein, the terms, covenants and conditions contained in this Lease shall bind and inure to the benefit of the respective heirs, successors, executors, administrators and assigns of each of the parties hereto.

Section 17.15. Captions . Captions are used throughout this Lease for convenience of reference only and shall not be considered in any manner in the construction or interpretation hereof.

Section 17.16. Other Documents . Each of the parties agrees to sign such other and further reasonable documents as may be reasonably necessary or appropriate to carry out the intentions expressed in this Lease.

Section 17.17. Entire Agreement . This Lease and any other instruments or agreements referred to specifically herein, constitute the entire agreement between the parties with respect to the subject matter hereof, and there are no other representations, warranties or agreements except as herein provided.

Section 17.18. Forum Selection; Jurisdiction; Venue; Choice of Law . For purposes of any action or proceeding arising out of this Lease, the parties hereto expressly submit to the jurisdiction of all federal and state courts located in the state or states where the Properties are located. Lessee consents that it may be served with any process or paper by registered mail or by personal service within or without the state or states where the Properties are located in accordance with applicable Law. Furthermore, Lessee waives and agrees not to assert in any such action, suit or proceeding that it is not personally subject to the jurisdiction of such courts, that the action, suit or proceeding is brought in an inconvenient forum or that venue of the action, suit or proceeding is improper. This Lease shall be governed by, and construed with, the Laws of the applicable state or states in which the Properties are located, without giving effect to any state’s conflict of Laws principles.

Section 17.19. Counterparts . This Lease may be executed in one or more counterparts, each of which shall be deemed an original. Furthermore, the undersigned agree that transmission of this Lease via e-mail in a “.pdf” or other electronic format shall be deemed transmission of the original Lease for all purposes.

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~~4 Properties in PA and IN~~

~~File No.: 7210/02-637~~

ARTICLE XVIII

RIGHT OF FIRST REFUSAL

Section 18.01. Offer . Subject to the terms and conditions set forth in this Article XVIII, if Lessor desires to sell any Property and receives a bona fide written offer from a third party which offer is in all respects acceptable to Lessor, Lessor shall deliver a complete copy of such bona fide third party offer to Lessee (“ Third Party Offer ”). Within fifteen (15) business days of Lessee’s receipt of such Third Party Offer from Lessor, and a written statement of Lessor’s desire to sell the Property in accordance with such Third Party Offer, Lessee shall have the right to purchase Lessor’s interest in any such Property for the amount contained in such Third Party Offer (the “ Subject Purchase Price ”) and on the other terms and conditions provided in such Third Party Offer by delivering written notice to Lessor of Lessee’s desire to purchase Lessor’s interest in any such Property on the terms contained in the Third Party Offer (“ Purchase Offer ”). Lessee shall complete such purchase, subject to the satisfaction of each of the terms and conditions set forth in Section 18.02 below.

Section 18.02. Conditions Precedent .

(a) The purchase of Lessor’s interest in a Property pursuant to Section 18.01 shall be subject to the fulfillment of all of the following terms and conditions: (1) no Event of Default shall have occurred and be continuing under this Lease or other Transaction Documents; (2) Lessee shall have paid to Lessor the Subject Purchase Price, together with all Rental and other Monetary Obligations then due and payable under this Lease as of the date of the closing of such purchase; (3) in addition to payment of the Subject Purchase Price, Lessee shall have satisfied its obligations under Section 18.03 below; and (4) the date of the closing of such purchase shall occur on the second scheduled Base Monthly Rental payment date following Lessor’s receipt of the Purchase Offer.

(b) On the date of the closing of the purchase of a Property pursuant to this Section (the “ Purchase Closing Date ”), subject to satisfaction of the foregoing conditions: (1) all obligations of either party hereunder with respect to the applicable Property shall cease and the Base Annual Rental shall be reduced as set forth in Section 18.02(c) below; provided, however , such termination shall not limit Lessee’s obligations to Lessor under any indemnification provisions of this Lease and Lessee’s obligations to pay any Monetary Obligations (whether payable to Lessor or a third party) accruing under this Lease with respect to such Property prior to the Purchase Closing Date shall survive the termination of this Lease; and (2) Lessor shall convey such Property to Lessee “as is” by special warranty deed, subject to all matters of record (except for any consensual liens granted by Lessor other than those granted by Lessor at the request of Lessee), and without further representation or warranty.

(c) Upon removal of a Property pursuant to Section 18.02(b), the Base Annual Rental shall be reduced by an amount equal to the Base Annual Rental marketed and agreed to in the Third Party Offer for the Property being sold; provided, however , the total amount of Base Annual for all Properties shall remain the same as before any sale (subject to scheduled Rental Adjustments).

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Section 18.03. Costs . Lessee shall be solely responsible for the payment of all Costs resulting from any proposed purchase pursuant to this Article XVIII, regardless of whether the purchase is consummated, including, without limitation, to the extent applicable, the cost of title insurance and endorsements, including, survey charges, stamp taxes, mortgage taxes, transfer taxes and fees, escrow and recording fees, taxes imposed on Lessor as a result of such purchase, the attorneys’ fees of Lessee and the reasonable attorneys’ fees and expenses of counsel to Lessor; provided, however, that all stamp taxes or transfer taxes due from any proposed purchase pursuant to this Article XVIII shall be allocated between Lessor and Lessee as set forth in the Third Party Offer, and provided further, that if the Third Party Offer is silent on the allocation of stamp taxes or transfer taxes, Lessee shall pay all stamp taxes or transfer taxes due from any proposed purchase pursuant to this Article XVIII.

Section 18.04. Termination of Right . NOTWITHSTANDING ANYTHING TO THE CONTRARY, LESSEE’S RIGHTS UNDER THIS ARTICLE XVIII SHALL TERMINATE AND BE NULL AND VOID AND OF NO FURTHER FORCE AND EFFECT IF (i) LESSEE FAILS TO EXERCISE THE RIGHT GRANTED PURSUANT TO THIS ARTICLE, AND THE SALE TO THE THIRD PARTY PURCHASER IS CONSUMMATED; (ii) THIS LEASE TERMINATES OR THE LEASE TERM EXPIRES; (iii) THE PROPERTY IS SOLD OR TRANSFERRED PURSUANT TO THE EXERCISE OF A PRIVATE POWER OF SALE OR JUDICIAL FORECLOSURE OR ACCEPTANCE OF A DEED IN LIEU THEREOF; OR (iv) THIS LEASE SHALL BE TERMINATED BY LESSOR FOLLOWING AN EVENT OF DEFAULT BY SUBLESSEE. IN ANY SUCH EVENT, LESSEE SHALL EXECUTE A QUITCLAIM DEED AND SUCH OTHER DOCUMENTS AS LESSOR SHALL REASONABLY REQUEST EVIDENCING THE TERMINATION OF ITS RIGHT UNDER THIS ARTICLE XVIII.

Section 18.05. Attornment . If Lessee does not deliver its Purchase Offer to purchase the Property and the Property is transferred to a third party purchaser, Lessee will attorn to any third party purchaser as Lessor so long as such third party purchaser and Lessor notify Lessee in writing of such transfer, and this Lease shall continue in full force and effect as a direct lease between such third party purchaser and Lessee. At the request of Lessor, Lessee will execute such documents confirming the agreement referred to above and such other agreements as Lessor may reasonably request, provided that such agreements do not increase the liabilities and obligations of Lessee hereunder.

Section 18.06. Exclusions. The provisions of this Article XVIII shall not apply to or prohibit (i) any mortgages or other hypothecation of Lessor’s interest in the Property; (ii) any sale of the Property pursuant to a private power of sale under or judicial foreclosure of any mortgage or other security instrument or device to which Lessor’s interest in the Property is now or hereafter subject; (iii) any transfer of Lessor’s interest in the Property to a mortgagee or other holder of a security interest therein or their designees by deed in lieu of foreclosure; (iv) intentionally deleted; (v) any transfer of the Property to any Affiliate of Lessor; (vi) any transfers of interests in Lessor by any member, shareholder, partner or other owner to any other member, shareholder, partner or other owner; and (vii) any transfers to any Person to whom Lessor sells all or substantially all of its assets.

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ARTICLE XIX

OPTION TO PURCHASE

Section 19.01. Option . Lessee shall have the option to give Lessor a notice delivered at least forty-five (45) days prior to the seventh (7 ^th ) anniversary of the Effective Date(an “ Option Notice ”) of Lessee’s election to purchase all of the Properties for a price equal to the greater of (i) their Fair Market Value, or (ii) 115% of Lessor’s Total Investment for the Properties, in which event Lessee shall have the right to purchase all the Properties from Lessor upon the terms set forth herein. Subject to any Force Majeure Events or delays caused by Lessor, the closing for such purchase must occur within thirty (30) days following Lessor’s receipt of the Option Notice if the required Fair Market Value has been determined, and, if not, a day for day extension will be allowed until the Fair Market Value is determined as provided herein, but in no event shall closing occur later than the expiration of the Term.

Section 19.02. Closing . Upon exercise of this option, Lessor and Lessee shall open a new escrow account with a recognized title insurance company selected by Lessee with Lessor’s reasonable approval. Such escrow shall be subject to the standard escrow instructions of the escrow agent, to the extent they are not inconsistent herewith. At or before the close of escrow, Lessor shall deliver to the escrow agent its special or limited warranty deed conveying to Lessee all of Lessor’s right, title and interest in the Properties free and clear of all liens and encumbrances except liens for taxes and assessments and easements, covenants and restrictions of record which were attached to the Properties as of the Effective Date, attached during the Lease Term through Lessee’s action or inaction, as the case may be, have been granted by Lessor in lieu of a taking by the power of eminent domain or the like, or have been approved by Lessee. In the event Lessor is unable to convey title as required, Lessee shall have the right to accept such title as Lessor can convey or elect not to consummate its exercise of the option. Both Lessor and Lessee agree to execute a mutually agreeable purchase agreement, escrow instructions and such other instruments as may be necessary or appropriate to consummate the sale of the Properties in the manner and containing the terms herein provided. All Costs incurred in connection with Lessee’s exercise of the option, including, but not limited to, escrow fees, title insurance fees, recording costs or fees, reasonable attorneys’ fees (including those of the Lessor), appraisal fees, shall be borne by Lessee; provided, however, that that Lessor and Lessee shall each pay one-half of all stamp taxes or transfer taxes due from any proposed purchase pursuant to this Article XVIII, and provided, further, that Lessor shall be responsible for the cost of removing any monetary encumbrances to title placed by or on behalf of Lessor prior to the close of escrow. Lessee shall continue to pay and perform all of its obligations under this Lease until the close of escrow. The purchase price paid by Lessee in exercising this option shall be paid to Lessor or to such person or entity as Lessor may direct at closing in immediately available funds. The closing date may be extended for a reasonable period of time to permit Lessor to cure title defects or to permit either party to cure any other defects or defaults provided each party is diligently seeking to cure such defect or default and Lessee continues to perform its obligations hereunder. In the case of any mortgage or other monetary lien arising by, through or under Lessor (but not arising by, through or under Lessee), Lessor shall cause such mortgage or monetary lien to be fully paid and discharged on or prior to the close of escrow, including by, without limitation, causing the escrow agent to first apply the purchase price to the payment of such mortgage or monetary lien, with the balance be paid over to Lessor at closing.

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~~4 Properties in PA and IN~~

~~File No.: 7210/02-637~~

Section 19.03. Termination of Option . Notwithstanding anything to the contrary, Lessee’s rights under this Article 18 shall terminate and be null and void and of no further force and effect if (i) this Lease terminates or the Lease Term expires; or (ii) an Event of Default shall have occurred and be continuing at the time of Lessee’s exercise of its rights under this Article XIX. In any such event, Lessee shall execute a quitclaim deed and/or such other documents as Lessor shall reasonably request evidencing the termination of Lessee’s right under this Article XIX.

Section 19.04. No Assignment of Option . Lessee may not sell, assign, transfer, hypothecate or otherwise dispose of the option granted herein or any interest therein, except in conjunction with a permitted assignment of Lessee’s entire interest herein and then only to the assignee thereof. Any attempted assignment of this option which is contrary to the terms of this Section shall be deemed to be an Event of Default under this Lease and the option granted herein shall be void.

Section 19.05. No Prohibited Transaction . Notwithstanding the foregoing, the purchase option described in this Section shall be null and void in the event that Lessor determines, in its sole and absolute discretion, that the sale of the Properties would cause Lessor to recognize income or gain from a “prohibited transaction” as defined under Section 857(b)(6) of the Internal Revenue Code of 1986, as amended.

Section 19.06. Fair Market Value . For purposes of determining the “ Fair Market Value ” of the Properties, Lessor shall, at Lessee’s sole expense, retain an independent MAI appraiser to prepare an appraisal of the fair market value of the Properties, including any additions or renovations thereto. In determining the Fair Market Value of the Properties, the appraiser shall utilize the cost, income and sales comparison approaches to value. The average amount which results from the calculation of each of the cost approach, the income approach and the sales comparison approach, all as determined in accordance with the provisions of this subsection, shall constitute the “fair market value” of the Properties for purposes of this subsection. If within five (5) days after being notified of the results of such appraisal, Lessee elects to reject that appraisal, then the first appraisal shall become null and void and Lessor shall nominate to Lessee a list of not less than three (3) independent MAI appraisers who are experienced with appraising property similar to the Properties, and Lessee shall select one appraiser. Within five (5) days of such selection, Lessor shall retain such appraiser, at Lessee’s sole expense, to prepare an appraisal of the Properties in the same manner described above and the results of such appraisal shall be the “fair market value” of the Properties for purposes of such subsection.

ARTICLE XX

Substitution

Section 20.01. Right to Substitute . Subject to the provisions of this Article XX, Lessee shall have the right to substitute like-kind assets for the Properties; provided, however , (i) Lessee shall not have any such substitution right if the substitution of any Property would cause Lessor to recognize income or gain from a “prohibited transaction” as defined under Section 857(b)(6) of the Code or such substituted like-kind asset is not “real property” under Section 856 of the Code; (ii) intentionally deleted; (ii) any proposed substitution shall be subject to the terms contained in Section 20.02 below; and (iv) such substitution shall be subject to the

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~~4 Properties in PA and IN~~

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sole reasonable consent of Lessor, such consent not to be exercised in an arbitrary or capricious manner, using a commercially reasonable rationale that takes into consideration the provisions of this Article XX.

Section 20.02. Conditions . If Lessee elects to conduct a substitution such that another unencumbered property location or locations (each, a “ Substitute Property ”) is substituted for a Property being released (each, a “ Replaced Property ”), the substitution shall comply with the following:

(a) Lessor shall have received at least thirty (30) days’ prior written notice requesting the substitution and identifying the Substitute Property and Replaced Property.

(b) The Substitute Property (i) shall be a Permitted Facility, in generally good condition and repair, ordinary wear and tear excepted, taking into account the age and all existing and prior uses of such Substitute Property; and (ii) shall be made subject to this Lease with no decline in Base Annual Rental or any other Rental due hereunder.

(c) Lessor shall have received a current appraisal performed by an MAI Appraiser (in form and substance reasonably satisfactory to Lessor) of the Substitute Property prepared within thirty (30) days prior to the release and substitution date (the “ Substitution Date ”) showing an appraised value equal to or greater than the appraised value of the Replaced Property as of the Substitution Date and as of the Effective Date.

(d) If the Replaced Property is part of a Securitization, Lessor shall have received confirmation from the rating agency (or agencies, if applicable) to the effect that such release and substitution will not result in a withdrawal, qualification or downgrade of the respective ratings in effect immediately prior to such release and substitution for the securities issued in connection with the Securitization that are then outstanding. Lessor shall use commercially reasonable efforts to obtain the confirmation required by this clause (d).

(e) Lessor shall have evaluated the unit-level financial statements of the Substitute Property for the immediately preceding twelve (12) month period, and in its sole but reasonable discretion, concluded that the unit-level financial results of the Substitute Property are acceptable to Lessor to qualify the property as a Substitute Property.

(f) No Event of Default shall have occurred and be continuing and Lessee shall be in compliance in all material respects with all terms and conditions set forth in this Lease on Lessee’s part to be observed or performed. Lessor shall have received a certificate from Lessee confirming the foregoing, stating that the representations and warranties of Lessee contained in this Lease are true and correct in all material respects on and as of the Substitution Date (or if untrue, providing details regarding the same), with respect to Lessee, the Properties and the Substitute Property and containing any other representations and warranties with respect to Lessee, the Properties and the Substitute Property as Lessor may reasonably require. Lessor may object in its reasonable discretion to any material exceptions as to the representations and warranties set forth in Lessee’s certificate.

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(g) Lessor shall have received a preliminary title report and irrevocable commitment to insure title by means of an ALTA extended coverage owner’s policy and lender’s policy of title insurance, as applicable (or their equivalent in the event such forms are not issued in the jurisdiction where the Substitute Property is located) for the Substitute Property issued by a title company selected by Lessor and committing to insure Lessor’s good and marketable title to the Substitute Property and the priority of any lien of a mortgagee of Lessor encumbering the Substitute Property (a “ Mortgagee ”), subject only to permitted exceptions reasonably acceptable to Lessor and Mortgagee and containing such coverage and endorsements as Lessor and Mortgagee may reasonably require. Lessor also shall have received a title policy endorsement or a letter from the appropriate taxing authority stating that the Substitute Property constitutes a separate tax lot.

(h) Lessor shall have received a current ALTA survey of the Substitute Property, the form of which shall be reasonably acceptable to Lessor and Mortgagee, and their respective successors and assigns, and sufficient to cause the standard survey exceptions set forth in the title policies referenced above to be deleted.

(i) Lessor shall have inspected and approved the Substitute Property utilizing, among other things, its property diligence and underwriting criteria, including without limitation, (x) completion of a property condition report with respect to the Substitute Property concluding that the Substitute Property and its use comply in all material respects with all applicable Legal Requirements (including, without limitation, zoning, subdivision and building laws) and that the Substitute Property is in generally good condition and repair and free of damage or waste; and (y) completion of such environmental due diligence of the Substitute Property as Lessor deems necessary or advisable in its reasonable discretion, including but not limited to, receiving an environmental report and/or an environmental insurance policy with respect to the Substitute Property (if deemed necessary or appropriate in Lessor’s reasonable discretion); provided, however, that any vendor conducting an environmental inspection must be a reputable vendor with appropriate credentials and insurance; and provided, further, that notwithstanding anything contained herein to the contrary, if Lessee fails or refuses to permit any additional subsurface environmental testing or investigation of the Substitute Property, Lessee shall be deemed to have elected to withdraw its request for a substitution.

(j) Lessee shall have paid for all of Lessor’s reasonable out-of-pocket Costs incurred with respect to such proposed substitution, including, without limitation, Lessor’s third party inspection costs and expenses with respect to the Substitute Property and any costs associated with the conveyance of the Replaced Property by Lessor to Lessee. Lessee shall be solely responsible for the payment of all Costs resulting from such proposed substitution, regardless of whether such substitution is consummated, including, without limitation, the cost of title insurance and endorsements for Lessor, survey charges, stamp taxes, mortgage taxes, transfer fees, escrow and recording fees, the cost of environmental due diligence undertaken pursuant to this Section 20.02, including, without limitation, the cost of environmental insurance (if necessary or appropriate), the cost of the appraisal required by Section 20.02(c), any additional taxes imposed on Lessor as a result of such substitution, any reasonable costs and expenses of the Mortgagee and the rating agency (or agencies), if applicable, incurred in

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connection with the substitution and the reasonable attorneys’ fees and expenses of counsel to Lessee and Lessor.

(k) Lessor shall have received quarterly and annual operating statements, in substantially the same form as provided with respect to the Properties, for the Substitute Property for the most current completed quarter and fiscal year and comparable operating statements for the Replaced Property, each certified by Lessee to Lessor as being true and correct in all material respects and a certificate from Lessee certifying that, to Lessee’s knowledge, there has been no material adverse change in the financial condition of the Substitute Property since the date of such operating statements. In the event that the Substitute Property has recently opened for business at the time of substitution so that a current operating statement is not available, Lessee shall deliver a pro forma operating statement reasonably acceptable to Lessor for such Substitute Property.

(l) Lessee shall have delivered to Lessor an estoppel certificate in accordance with Section 9.05 of this Lease.

(m) Mortgagee shall have received from Lessee subordination agreements in form reasonably approved by Mortgagee.

(n) Intentionally Deleted.

(o) Lessee shall have executed such documents as may be reasonably required by Lessor as a result of such substitution, including amendments to this Lease and any memorandum of this Lease (the “ Substitute Documents ”), all of which documents shall be in form and substance reasonably satisfactory to Lessor.

(p) Lessee shall deliver an officer’s certificate certifying that the requirements set forth in this Section 20.02 have been satisfied.

Upon satisfaction of the foregoing conditions set forth in this Section 20.02, (i) the Substitute Property shall be deemed substituted for the Replaced Property; (ii) the Substitute Property shall be referred to herein as a “Property” and included within the definition of “Properties”; (iii) the Substitute Documents shall be dated as of the date of the substitution; and (iv) the Replaced Property shall be released from this Lease and Lessor shall convey the Replaced Property to Lessee or a designee of Lessee “as is” by special warranty deed, subject to the Permitted Encumbrances (excluding any mortgage corresponding to the Replaced Property and any other consensual liens granted by Lessor, except for those granted by Lessor at the request of Lessee), and without representation or warranty except for those contained in such special warranty deed.

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IN WITNESS WHEREOF , Lessor and Lessee have entered into this Lease as of the date first above written.

LESSOR:

STORE CAPITAL ACQUISITIONS, LLC , a Delaware limited liability company

By: /s/ Michael T. Bennett

Printed Name: Michael T. Bennett

Title: Executive Vice President and General Counsel

201

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IN WITNESS WHEREOF , Lessor and Lessee have entered into this Lease as of the date first above written.

LESSEE:

UNION ELECTRIC STEEL CORPORATION , a Pennsylvania corporation

By: /s/ Maria V. Trainor

Printed Name: Maria V. Trainor

Title: Secretary and Vice President

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EXHIBITS

Exhibit A: Defined Terms

Exhibit B: Legal Descriptions and Street Addresses of the Properties

Exhibit C: Authorization Agreement – Pre ‑Arranged Payments

Exhibit D: State ‑Specific Provisions

Schedule 9.03 Supplemental Financial Information

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EXHIBIT A

DEFINED TERMS

The following terms shall have the following meanings for all purposes of this Lease:

“ Additional Rental ” has the meaning set forth in Section 4.03.

“ Adjustment Date ” has the meaning set forth in Section 1.07.

“ Affected Party ” means each direct or indirect participant or investor in a proposed or completed Securitization, including, without limitation, any prospective owner, any rating agency or any party to any agreement executed in connection with the Securitization.

“ Affiliate ” means any Person which directly or indirectly controls, is under common control with or is controlled by any other Person. For purposes of this definition, “controls,” “under common control with,” and “controlled by” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or otherwise.

“ Anti‑Money Laundering Laws ” means all applicable Laws, regulations and government guidance on the prevention and detection of money laundering, including, without limitation, (a) 18 U.S.C. §§ 1956 and 1957; and (b) the Bank Secrecy Act, 31 U.S.C. §§ 5311 et seq., and its implementing regulations, 31 CFR Part 103.

“ Base Annual Rental ” has the meaning set forth in Section 1.05.

“ Base Monthly Rental ” means an amount equal to 1/12 of the applicable Base Annual Rental.

“ Business Day ” means a day on which banks located in Scottsdale, Arizona are not required or authorized to remain closed.

“ Casualty ” means any loss of or damage to any property included within or related to the Properties or arising from an adjoining property caused by an Act of God, fire, flood or other catastrophe.

“ Code ” means the Internal Revenue Code of 1986, as the same may be amended from time to time.

“ Condemnation ” means a Taking and/or a Requisition.

“ Costs ” means all reasonable costs and expenses incurred by a Person, including, without limitation, reasonable attorneys’ fees and expenses, court costs, expert witness fees, costs of tests and analyses, travel and accommodation expenses, deposition and trial transcripts, copies and other similar costs and fees, brokerage fees, escrow fees, title insurance premiums, appraisal fees, stamp taxes, recording fees and transfer taxes or fees, as the circumstances require.

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“ Default Rate ” means 12% per annum or the highest rate permitted by Law, whichever is less.

“ Effective Date ” has the meaning set forth in the introductory paragraph of this Lease.

“ Environmental Laws ” means federal, state and local Laws, ordinances, common law requirements and regulations and standards, rules, policies and other governmental requirements, administrative rulings and court judgments and decrees having the effect of Law in effect now or in the future and including all amendments, that relate to Hazardous Materials, Regulated Substances, USTs, and/or the protection of human health or the environment, or relating to liability for or Costs of Remediation or prevention of Releases, and apply to Lessee and/or the Properties.

“ Environmental Liens ” means any liens and other encumbrances imposed pursuant to any Environmental Law.

“ Environmental Policy ” means a pollution legal liability insurance policy issued by an environmental insurer reasonably acceptable to Lessor and Lessor’s lender, which Environmental Policy shall be in form and substance satisfactory to Lessor and shall be in amounts reasonably acceptable to Lessor aggregate for losses caused by known and unknown pollution conditions that arise from the operations of the tenant, their contractors, or their sub-contractors, with coverage to include: (a) bodily injury or death, (b) property damage, including physical injury to or destruction of tangible property, (c) clean-up costs, and (d) defense, including costs, charges and expenses incurred in the investigation, adjustment or defense of claims for damages.

“ Event of Default ” has the meaning set forth in Section 12.01.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ Extension Option ” has the meaning set forth in Section 3.02.

“ Extension Term ” has the meaning set forth in Section 3.02.

“ Fair Market Rental ” has the meaning set forth in Section 3.04.

“Fair Market Value” has the meaning set forth in Section 19.06.

“ Force Majeure Event ” has the meaning set forth in Section 17.01.

“ GAAP ” means generally accepted accounting principles, consistently applied from period to period.

“ Governmental Authority ” means any governmental authority, agency, department, commission, bureau, board, instrumentality, court or quasi‑governmental authority of the United States, any state or any political subdivision thereof with authority to adopt, modify, amend, interpret, give effect to or enforce any federal, state and local Laws, statutes, ordinances, rules or regulations, including common law, or to issue court orders.

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“ Guarantor ” means Ampco-Pittsburgh Corporation, a Pennsylvania corporation, or any additional or replacement guarantor(s) approved by Lessor in its sole and absolute discretion.

“ Guaranty ” means that certain Unconditional Guaranty of Payment and Performance dated as of the date hereof given by Guarantor for the benefit of Lessor, as the same may be amended from time to time.

“ Hazardous Materials ” includes: (a) oil, petroleum products, flammable substances, explosives, radioactive materials, hazardous wastes or substances, toxic wastes or substances or any other materials, contaminants or pollutants, the presence of which causes any of the Properties to be in violation of any local, state or federal Law or regulation, or Environmental Law, or are defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “toxic substances,” “contaminants,” “pollutants,” or words of similar import under any applicable local, state or federal Law or under the regulations adopted, orders issued, or publications promulgated pursuant thereto, including, but not limited to: (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. § 9601, et seq.; (ii) the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 5101, et seq.; (iii) the Resource Conservation and Recovery Act, as amended, 42 U.S.C. § 6901, et seq.; and (iv) regulations adopted and publications promulgated pursuant to the aforesaid Laws; (b) asbestos in any form which is friable, urea formaldehyde foam insulation, transformers or other equipment which contain dielectric fluid containing levels of polychlorinated biphenyls in excess of fifty (50) parts per million; (c) underground storage tanks; and (d) any other chemical, material or substance, exposure to which is prohibited, limited or regulated by any Governmental Authority.

“ Indemnified Parties ” means Lessor, its members, managers, officers, directors, shareholders, partners, employees, affiliates, subsidiaries, successors and assigns, including, but not limited to, any successors by merger, consolidation or acquisition of all or a substantial portion of the assets and business of Lessor.

“ Initial Term ” has the meaning set forth in Section 3.01.

“ Insolvency Event ” means (a) a Person’s (i) failure to generally pay its debts as such debts become due; (ii) admitting in writing its inability to pay its debts generally; or (iii) making a general assignment for the benefit of creditors; (b) any proceeding being instituted by or against any Person (i) seeking to adjudicate it bankrupt or insolvent; (ii) seeking liquidation, dissolution, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any Law relating to bankruptcy, insolvency, or reorganization or relief of debtors; or (iii) seeking the entry of an order for relief or the appointment of a receiver, trustee, or other similar official for it or for any substantial part of its property, and in the case of any such proceeding instituted against any Person, either such proceeding shall remain undismissed for a period of one hundred twenty (120) days or any of the actions sought in such proceeding shall occur; or (c) any Person taking any corporate action to authorize any of the actions set forth above in this definition.

“Insurance Premiums” has the meaning in Section 6.04.

“ Law(s) ” means any constitution, statute, rule of law, code, ordinance, order, judgment, decree, injunction, rule, regulation, policy, requirement or administrative or judicial

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determination, even if unforeseen or extraordinary, of every duly constituted Governmental Authority, court or agency, now or hereafter enacted or in effect.

“ Lease Rate ” means a percentage equal to (a) the then-current Base Monthly Rental multiplied by twelve (12), divided by (b) the aggregate purchase price of all of the Properties paid by Lessor (or Lessor’s predecessor-in-interest).

“ Lease Term ” has the meaning described in Section 3.01.

“ Legal Requirements ” means the requirements of all present and future Laws (including, without limitation, Environmental Laws and Laws relating to accessibility to, usability by, and discrimination against, disabled individuals), all judicial and administrative interpretations thereof, including any judicial order, consent, decree or judgment, and all covenants, restrictions and conditions now or hereafter of record which may be applicable to Lessee or to any of the Properties, or to the use, manner of use, occupancy, possession, operation, maintenance, alteration, repair or restoration of any of the Properties, even if compliance therewith necessitates structural changes or improvements or results in interference with the use or enjoyment of any of the Properties.

“ Lender ” means any lender in connection with any loan secured by Lessor’s interest in any or all of the Properties, and any servicer of any loan secured by Lessor’s interest in any or all of the Properties.

“Lessee Entity” or “ Lessee Entities ” means individually or collectively, as the context may require, Lessee and Guarantor.

“Lessee Reporting Entities” means individually or collectively, as the context may require, Lessee and Guarantor.

“Lessor Entity” or “ Lessor Entities ” means individually or collectively, as the context may require, Lessor and all Affiliates of Lessor.

“ Lessor’s Total Investment ” means the sum of (a) the gross purchase price paid for the Properties by Lessor (including, without limitation, any mortgage debt incurred or assumed in connection therewith), plus (b) the closing costs and expenses incurred by Lessor with respect to the purchase of the Properties.

“ Losses ” means any and all claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, Costs, diminutions in value, fines, penalties, interest, charges, fees, judgments, awards, amounts paid in settlement and damages of whatever kind or nature, inclusive of bodily injury and property damage to third parties (including, without limitation, attorneys’ fees and other Costs of defense).

“ Master Environmental Policy ” means a master environmental insurance policy maintained by Lessor (or any Affiliate thereof) that covers other real property owned by Lessor (or any Affiliate thereof).

“ Material Adverse Effect ” means a material adverse effect on (a) any Property, including without limitation, the operation of any Property as a Permitted Facility and/or the value of any

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Property; (b) the contemplated business, condition, worth or operations of any Lessee Entity; (c) Lessee’s ability to perform its obligations under this Lease; (d) Lessor’s interests in any of the Properties , this Lease or the other Transaction Documents; or (e) Guarantor’s ability to perform its obligations under the Guaranty.

“ Monetary Obligations ” means all Rental and all other sums payable or reimbursable by Lessee under this Lease to Lessor, to any third party on behalf of Lessor, or to any Indemnified Party.

“ Mortgagee ” has the meaning set forth in Section 20.02(g).

“ Mortgages ” means, collectively, the mortgages, deeds of trust or deeds to secure debt, assignments of rents and leases, security agreements and fixture filings executed by Lessor for the benefit of Lender with respect to any or all of the Properties, as such instruments may be amended, modified, restated or supplemented from time to time and any and all replacements or substitutions.

“ Net Award ” means (a) the entire award payable with respect to a Property by reason of a Condemnation whether pursuant to a judgment or by agreement or otherwise; or (b) the entire proceeds of any insurance required under Section 6.03 payable with respect to a Property, as the case may be, and in either case, less any Costs incurred by Lessor in collecting such award or proceeds.

“ OFAC Laws ” means Executive Order 13224 issued by the President of the United States, and all regulations promulgated thereunder, including, without limitation, the Terrorism Sanctions Regulations (31 CFR Part 595), the Terrorism List Governments Sanctions Regulations (31 CFR Part 596), the Foreign Terrorist Organizations Sanctions Regulations (31 CFR Part 597), and the Cuban Assets Control Regulations (31 CFR Part 515), and all other present and future federal, state and local Laws, ordinances, regulations, policies, lists (including, without limitation, the Specially Designated Nationals and Blocked Persons List) and any other requirements of any Governmental Authority (including without limitation, the U.S. Department of the Treasury Office of Foreign Assets Control) addressing, relating to, or attempting to eliminate, terrorist acts and acts of war, each as supplemented, amended or modified from time to time after the Effective Date, and the present and future rules, regulations and guidance documents promulgated under any of the foregoing, or under similar Laws, ordinances, regulations, policies or requirements of other states or localities.

“ Operating Sublease ” has the meaning set forth in Section 14.04.

“Option Notice” has the meaning set forth in Section 19.01.

“ Other Agreements ” means, collectively, all agreements and instruments now or hereafter entered into between, among or by (a) any of the Lessee Entities; and, or for the benefit of, (b) any of the Lessor Entities, including, without limitation, leases, promissory notes and guaranties, but excluding this Lease and all other Transaction Documents.

“ Partial Condemnation ” has the meaning set forth in Section 11.03.

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“ Permitted Amounts ” shall mean, with respect to any given level of Hazardous Materials or Regulated Substances, that level or quantity of Hazardous Materials or Regulated Substances in any form or combination of forms which does not constitute a violation of any Environmental Laws and is customarily employed in, or associated with, similar businesses located in the state or states where the Properties are located.

“Permitted Facility” or “ Permitted Facilities” means a steel making, forging, heat treating and/or machining center, all related purposes such as ingress, egress and parking, and uses incidental thereto, including without limitation, general office use.

“ Person ” means any individual, partnership, corporation, limited liability company, trust, unincorporated organization, Governmental Authority or any other form of entity.

“ Personalty ” means any and all “goods” (excluding “inventory,” and including, without limitation, all “equipment,” “fixtures,” appliances and furniture (as “goods,” “inventory,” “equipment” and “fixtures” are defined in the applicable Uniform Commercial Code then in effect in the applicable jurisdiction)) from time to time situated on or used in connection with any of the Properties, whether now owned or held or hereafter arising or acquired, together with all replacements and substitutions therefore and all cash and non-cash proceeds (including insurance proceeds and any title and UCC insurance proceeds) and products thereof, and, in the case of tangible collateral, together with all additions, attachments, accessions, parts, equipment and repairs now or hereafter attached or affixed thereto or used in connection therewith. Personalty expressly includes production and processing equipment, cranes, apparatus, machinery or appliances owned or leased by Lessee and used or usable by Lessee in connection with the operation of its business on the real estate, whether or not the same are affixed to the real property, Personalty expressly excludes fixtures incorporated into the improvements at the Property, including, lighting, electrical, wiring, HVAC units, walk-in coolers, walk-in freezers, supply fans, exhaust fans, air ducts, electric and utility lines, pipes, pumps, water heaters, tanks, conduits, switchboards, elevators, fire prevention equipment, attached carpeting and floor coverings, toilets, sinks, countertops, doors and windows, compressors, sign poles and lighting poles.

“ Price Index ” means the Consumer Price Index which is designated for the applicable month of determination as the United States City Average for All Urban Consumers, All Items, Not Seasonally Adjusted, with a base period equaling 100 in 1982 ‑ 1984, as published by the United States Department of Labor’s Bureau of Labor Statistics or any successor agency. In the event that the Price Index ceases to be published, its successor index measuring cost of living as published by the same Governmental Authority which published the Price Index shall be substituted and any necessary reasonable adjustments shall be made by Lessor and Lessee in order to carry out the intent of Section 4.02. In the event there is no successor index measuring cost of living, Lessor shall reasonably select an alternative price index measuring cost of living that will constitute a reasonable substitute for the Price Index.

“ Property” or “Properties” means those parcels of real estate legally described on Exhibit B attached hereto, all rights, privileges, and appurtenances associated therewith, and all buildings, fixtures (excluding Personalty), and other improvements now or hereafter located on such real estate (whether or not affixed to such real estate). Notwithstanding anything contained herein to the contrary, Lessor hereby acknowledges and agrees that the foregoing definition shall not include the Personalty.

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“Real Estate Taxes” has the meaning set forth in Section 6.05.

“ Regulated Substances ” means “petroleum” and “petroleum‑based substances” or any similar terms described or defined in any of the Environmental Laws and any applicable federal, state, county or local Laws applicable to or regulating USTs.

“ REIT ” means a real estate investment trust as defined under Section 856 of the Code.

“ Release ” means any presence, release, deposit, discharge, emission, leaking, spilling, seeping, migrating, injecting, pumping, pouring, emptying, escaping, dumping, disposing or other movement of Hazardous Materials, Regulated Substances or USTs or any Threatened Release.

“ Remediation ” means any response, remedial, removal, or corrective action, any activity to cleanup, detoxify, decontaminate, contain or otherwise remediate any Hazardous Materials, Regulated Substances or USTs, any actions to prevent, cure or mitigate any Release, any action to comply with any Environmental Laws or with any permits issued pursuant thereto, any inspection, investigation, study, monitoring, assessment, audit, sampling and testing, laboratory or other analysis, or any evaluation relating to any Hazardous Materials, Regulated Substances or USTs.

“ Rental ” means, collectively, the Base Annual Rental and the Additional Rental.

“ Rental Adjustment ” means an amount equal to the lesser of (a) 2% of the Base Annual Rental in effect immediately prior to the applicable Adjustment Date, or (b) 1.25 multiplied by the product of (i) the percentage change between the Price Index for the month which is two months prior to the Effective Date or the Price Index used for the immediately preceding Adjustment Date, as applicable, and the Price Index for the month which is two months prior to the applicable Adjustment Date; and (ii) the then current Base Annual Rental.

“ Replaced Property ” has the meaning set forth in Section 20.02.

“ Requisition ” means any temporary requisition or confiscation of the use or occupancy of any of the Properties by any Governmental Authority, civil or military, whether pursuant to an agreement with such Governmental Authority in settlement of or under threat of any such requisition or confiscation, or otherwise.

“Reserve” has the meaning in Section 6.05.

“ Securities ” has the meaning set forth in Section 17.10.

“ Securities Act ” means of the Securities Act of 1933, as amended.

“ Securitization ” has the meaning set forth in Section 17.10.

“ Substitute Documents ” has the meaning set forth in Section 20.02(o).

“ Substitute Property ” has the meaning set forth in Section 20.02.

“ Substitution Date ” has the meaning set forth in Section 20.02(c).

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“ Successor Lessor ” has the meaning set forth in Section 13.03.

“ Taking ” means (a) any taking or damaging of all or a portion of the Properties (i) in or by condemnation or other eminent domain proceedings pursuant to any Law, general or special; (ii) by reason of any agreement with any condemnor in settlement of or under threat of any such condemnation or other eminent domain proceeding; or (iii) by any other means; or (b) any de facto condemnation. The Taking shall be considered to have taken place as of the later of the date actual physical possession is taken by the condemnor, or the date on which the right to compensation and damages accrues under the Law applicable to the Properties.

“ Temporary Taking ” has the meaning set forth in Section 11.04.

“ Threatened Release ” means a substantial likelihood of a Release which requires action to prevent or mitigate damage to the soil, surface waters, groundwaters, land, stream sediments, surface or subsurface strata, ambient air or any other environmental medium comprising or surrounding any Property which may result from such Release.

“ Total Condemnation ” has the meaning set forth in Section 11.02.

“ Transaction ” has the meaning set forth in Section 14.01.

“ Transaction Documents ” means this Lease, the Guaranty and all documents related thereto.

“ U.S. Publicly Traded Entity ” means an entity whose securities are listed on a national securities exchange or quoted on an automated quotation system in the United States or a wholly‑owned subsidiary of such an entity.

“ USTs ” means any one or combination of tanks and associated product piping systems used in connection with storage, dispensing and general use of Regulated Substances.

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~~File No.: 7210/02-637~~

EXHIBIT B

LEGAL DESCRIPTIONS AND
STREET ADDRESSES OF THE Properties

Street Addresses:

31 Union Electric Rd., Burgettstown, PA 15021

725 Bell Ave, Carnegie, PA 15106

3702 Montdale Dr., Valparaiso, IN 46383

726 Bell Ave, Carnegie, PA 15106

Legal Descriptions :

31 Union Electric Road, Burgettstown, PA 15021

First Described

All that certain tract of land situate in the Township of Smith, County of Washington and Commonwealth of Pennsylvania, bounded and described as follows:

Beginning at a point which point is the two courses and distances from a common corner in State Route 18 between Harmon Creek Coal Corporation and Pennsylvania Game Commission, also designated as Corner No. 182 on Pennsylvania Game Commission map, North 32° 05' 00" East, a distance of 191.00 feet to a point; thence North 37° 15' 00" East, a distance of 4.11 feet to a point; thence from said point of beginning along property line between Harmon Creek Coal Corporation and Union Electric Steel Corporation, South 37° 24' 00" East, a distance of 655.16 feet to a point; thence continuing along said property line, North 52° 36' 00" East, a distance of 372.50 feet to a point; thence by same, South 37° 24' 00" East, a distance of 93.77 feet to a point; thence by same, by a curve to the right having a radius of 659.69 feet and an arc distance of 397.45 feet to a point; thence by same, by a curve to the right having a radius of 762.24 feet and an arc distance of 95.16 feet to a point; thence by the same, South 4° 16' 20" West, a distance of 46.13 feet to a point; thence by same, by a curve to the left having a radius of 588.69 feet and an arc distance of 258.58 feet to a point; thence by same, South 20° 53' 40" East, a distance of 18.67 feet to a point; thence by same, by a curve to the left having a radius of 499.84 feet and an arc distance of 62.40 feet to a point; thence by same and crossing a branch of the Pennsylvania Railroad, North 61° 57' 10" East, a distance of 30.00 feet to a point; thence by same, by a curve to the right having a radius of 470.08 feet and an arc distance of 58.68 feet to a point; thence by same, North 20° 53' 40" West, a distance of 18.65 feet to a point; thence by same, by a curve to the right having a radius of 558.69 feet and an arc distance of 245.40 feet to a point; thence by same, North 4° 16' 20" East, a distance of 288.94 feet to a point; thence by same, by a curve to the left having a radius of 588.69 feet and an arc distance of 250.00 feet to a point; thence by same, North 52° 36' 00" East, a distance of 44.13 feet to a point, also designated as Corner No. 86 on Pennsylvania Game Commission map; thence by same, South 58° 30' 00" East, a distance of 437.95 feet to a point; thence through property of

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Harmon Creek Coal Corporation, South 27° 08' 00" West, a distance of 723.14 feet to a point; thence along property line between Harmon Creek Coal Corporation and Union Electric Steel Corporation and crossing a branch of the Pennsylvania Railroad, South 61° 57' 10" West, a distance of 30.00 feet to a point; thence through property of Harmon Creek Coal Corporation, South 54° 52' 00" West, a distance of 227.62 feet to a point in State Route 18; thence along a line in and through State Route 18, the following courses and distances: North 35° 08' 00" West, a distance of 610.96 feet; North 40° 26' 10" West, a distance of 251.88 feet; North 36° 21' 50" West, a distance of 595.89 feet; North 40° 02' 10" West, a distance of 278.66 feet; North 43° 19' 00" West, a distance of 409.60 feet; and North 42° 12' 00" West, a distance of 225.81 feet to a point; thence through property of Harmon Creek Coal Corporation, North 52° 36' 00" East, a distance of 256.72 feet to a point on property line between Harmon Creek Coal Corporation and Union Electric Steel Corporation; thence along said property line, South 37° 24' 00" East, a distance of 842.75 feet to a point, the place of beginning.

Containing 19.8710 acres according to survey by Englehardt-Power & Assoc., Inc. on June 3, 1965, and revised on June 15, 1967 and on September 13, 1967.

Being part of the same premises which Charles A. Seibert, unmarried, by his deed dated June 27, 1928 and recorded in the Office of the Recorder of Deeds of Washington County in Deed Book Vol. 556, page 209, granted and conveyed unto Harmon Creek Coal Corporation, party of the first part herein.

Together with all of party of the first part's rights, title and interest in and to the coal and right of support underneath the above-described surface land.

Excepting and reserving unto party of the first part, its successors and assigns, all oil and gas lying in or under the lands hereinabove described, together with full liberty at all times for party of the first part, its successors and assigns, to extract and carry away the said oil and gas; provided, however, that in the exercise of the rights herein reserved, party of the first part, its successors and assigns, shall have no right of ingress or egress and no right to install any equipment, pipes or devices, or to carry on any operations on or under the above-described surface land.

Further excepting and reserving unto party of the first part, its successors and assigns, the right to extend a railroad spur over or through the above described surface land in a northwesterly direction from the existing terminus of a certain railroad track of the Pennsylvania Railroad Company now lying over and through other property of party of the first part. Such extension of a railroad spur may be either by surface or tunnel construction, provided, however that party of the first part, its successors and assigns, in extending or operating and maintaining such railroad spur shall not unreasonably interfere with the use and possession of the above described surface land and in particular, the use of those portion of the above described

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premises with respect to which the party of the first part granted to the party of the second part by deed dated August 18, 1965 and recorded in the Office of the Recorder of Deeds of Washington County, Pennsylvania in Deed Book Vol. 1214, page 585, a certain one hundred(100) foot right of way for ingress and egress and (2) by deed of right of way dated October 15, 1965 and recorded in the Office of the Recorder of Deeds of Washington County, Pennsylvania in Deed Book Volume 1221, page 86, a certain fifteen (15) foot right of way for utilities.

Title is vested in Union Electric Steel Corporation, a Pennsylvania corporation, by deed from Harmon Creek Coal Corporation dated October 16, 1967 and recorded in Deed Book Volume 1268, page 271.

Second Described

All that certain tract of land situate in Smith Township, County of Washington, Commonwealth of Pennsylvania, bounded and described as follows:

Beginning at a point which point is the two courses and distance from a common corner in State Route 18 between Harmon Creek Coal Corporation and Pennsylvania Game Commission, also designated as Corner No. 182 on Pennsylvania Game Commission map, North 32° 05' 00" East a distance of 191.00 feet to a point; thence North 37° 15' 00" East a distance of 4.11 feet to a point; thence from said point of beginning through property of Harmon Creek Coal Corporation North 37° 24' 00" West a distance of 842.75 feet to a point; thence by same North 52° 36' 00" East a distance of 668.00 feet to a point; thence along property line between Pennsylvania Game Commission and Harmon Creek Coal Corporation South 37° 24' 00" East a distance of 1596.95 feet to a point on a property line between Pennsylvania Game Commission and Harmon Creek Coal Corporation; thence along said property line South 23° 50' 00" West a distance of 137.07 feet to a common corner between Pennsylvania Game Commission property and Harmon Creek Coal Corporation property, also designated as Corner No. 86 on Pennsylvania Game Commission map; thence through the property of Harmon Creek Coal Corporation, South 52° 36' 00" West a distance of 44.13 feet to a point; thence by same by a curve to the right having a radius of 588.69 feet and an arc distance of 250.00 feet; thence by same South 4° 16' 20" West a distance of 288.94 feet to a point; thence by same by a curve to the left having a radius of 558.69 feet and an arc distance of 245.40 feet to a point; thence by same South 20° 53' 40" East a distance of 18.65 feet to a point; thence by same by a curve to the left having a radius of 470.08 feet and an arc distance of 58.68 feet to a point; thence by same and crossing a branch of the Pennsylvania Railroad South 61° 57' 10" West a distance of 30.00 feet to a point; thence by the same by a curve to the right having a radius of 499.84 feet and an arc distance of 62.40 feet to a point; thence by same North 20° 53' 40" West, a distance of 18.67 feet to a point; thence by same by a curve to the right having a radius of 588.69 feet and an arc distance of 258.58 feet to a point; thence by same North 4° 16' 20" East a distance of 46.13 feet to a point; thence by same by a curve to the left having a radius of 762.24 feet and an arc distance of 95.16 feet to a point; thence by same by a curve to the left having a radius of 659.69 feet and an arc distance of 397.45 feet to a point; thence by same North 37° 24' 00" West a distance of 93.77 feet to a point; thence by same South 52° 36' 00" West a distance of 372.50 feet to a point; thence by same North 37° 24' 00" West a distance of 655.16 feet to a point, the place of beginning.

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Together with a perpetual right of way or easement for free ingress, egress and regress to and from the property hereinabove described (as well as any property adjacent thereto now or hereafter acquired by the party of the second part, its successors or assigns) and Pennsylvania State Highway Route 18, for the benefit of the party of the second part, its successors and assigns, the successors in title from time to time to such property and every part thereof and their respective licensees and invitees, in and along a right of way 100 feet in width, the center line of which is described as follows:

Beginning at a point in the southwesterly boundary of the property hereinabove described, which point bears South 37° 24' 0" East, and is distant 300 feet from the Southwesterly corner of the property hereinabove described; thence from said point of beginning South 52° 36' 0" West, a distance of 205 feet, more or less, to the northerly boundary line of Pennsylvania State Highway Route No. 18.

Excepting and reserving unto the said party of the first part, its successors and assigns, the right to extend a railroad spur over or through the aforesaid 100 foot right of way either by surface or tunnel construction, provided that the party of the first part, its successors and assigns, in extending or operating and maintaining such railroad spur shall not unreasonably interfere with the use of such right of way.

Also, excepting and reserving unto the said party of the first part, its successors and assigns, all oil and gas lying in or under the lands and hereditaments hereby conveyed, together with full liberty at all times for the said party of the first part, its successors and assigns, to extract and carry away the said oil and gas; provided, however, that in the exercise of the rights herein reserved, the party of the first part, its successors and assigns, shall have no right of ingress or egress and no right to install any equipment, pipes or devices, or to carry on any operations on or under the lands hereby conveyed.

Title is vested in Union Electric Steel Corporation, a Pennsylvania corporation, by deed from Harmon Creek Coal Corporation dated August 18, 1965 and recorded in Deed Book Volume 1214, page 585.

Third Described

All that certain tract of land situate in the Township of Smith, County of Washington and Commonwealth of Pennsylvania, bounded and described as follows:

Beginning at a point which point is North 23° 50' 00" East, a distance of 137.07 feet from a common corner between the properties of Harmon Creek Coal Corporation, Union Electric Steel Corporation and Pennsylvania Game Commission, also designated as Corner No. 86 on Pennsylvania Game Commission map; thence from said point of beginning along property line

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of Harmon Creek Coal Corporation property and Union Electric Steel Corporation property, North 37° 24' 00" West, a distance of 937.57 feet to a point; thence along property line of Pennsylvania Game Commission and Harmon Creek Coal Corporation, North 37° 15' 00" East, a distance of 444.88 feet to a common corner between Pennsylvania Game Commission and Harmon Creek Coal Corporation property, said corner also being designated as Corner No. 88 on Pennsylvania Game Commission map; thence by same, South 62° 32' 00" East, a distance of 720.10 feet to a common corner between Pennsylvania Game Commission and Harmon Creek Coal Corporation, also designated as Corner No. 87 on Pennsylvania Game Commission map; thence by same, South 23° 50' 00" West, a distance of 838.33 feet to a point, the place of beginning.

Excepting and reserving that tract of land conveyed from Union Electric Steel Corporation to Commonwealth of Pennsylvania, for use of the Pennsylvania Game Commission, by deed dated February 9, 1966 and recorded in Deed Book Volume 1263, page 676.

Title is vested in Union Electric Steel Corporation, a Pennsylvania corporation, by deed of Harmon Creek Coal Corporation dated August 18, 1965 and recorded in Deed Book Volume 1214, page 581.

Fourth Described

All that certain tract of land situate in the Township of Smith, County of Washington and Commonwealth of Pennsylvania, now part of State Game Lands No. 117, bounded and described in accordance to a recent survey made by Englehardt-Power and Associates, Inc. as follows:

Beginning at an iron post, Pennsylvania Game Commission Corner No. 86, the most westerly corner of the tract herein described; thence North 23° 50' East, 592.92 feet to a point; thence by other land of the Commonwealth of Pennsylvania Game Commission, the following 2 courses and distances: (1) South 66° 10' East, 333.84 feet to a point; (2) South 15° 05' 20" West, 659.00 feet to a point; thence North 58° 30' West by land of Earmon Creek Coal Corporation, 437.95 feet to the place of beginning.

Title is vested in Union Electric Steel Corporation, a Pennsylvania corporation, by deed of Commonwealth of Pennsylvania, acting by and through the Pennsylvania Game Commission dated January 25, 1966 and recorded in Deed Book Volume 1263, page 671.

Fifth Described

All that certain parcel of land situate in the Township of Smith, County of Washington and Commonwealth of Pennsylvania, being Lot No. 2 in the Marguerite W. Hillman Estate Plan Subdivision, as recorded in the Recorder's Office of Washington County, Pennsylvania, in Plan Book Volume 24, page 100.

Title is vested in Union Electric Steel Corporation, a Pennsylvania corporation, by deed of Sally Hillman Childs, et ux., et al., dated June 17, 1993 and recorded in Deed Book Volume 2717, page 1.

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Parcels First Described through Fifth Described being Tax Parcel Nos. 570-001-00-00-0003-01, 570-015-00-00-0002-00, and 570-015-00-00-0003-00.

Sixth Described

Together with certain easement rights as described in Grant of Right of Way and Easement Agreement by and among Rita Creps, Burgettstown-Smith Township Joint Sewerage Authority and Union Electric Steel Corporation dated July 18, 2016 and recorded at Instrument No. 201622005.

Seventh Described

Together with certain easement rights as described in Grant of Right of Way and Easement Agreement by and among Joseph J. Kosarik, The Burgettstown-Smith Township Joint Sewerage Authority and Union Electric Steel Corporation dated July 21, 2016 and recorded at Instrument No. 201622006.

725 Bell Avenue, Carnegie, PA 15106

First Described (67-K-178)

All that certain parcel of land situate in the 28th Ward of the City of Pittsburgh, County of Allegheny and Commonwealth of Pennsylvania, being an unnumbered lot in the Union Electric Steel Consolidation Plan of record in the Department of Real Estate of Allegheny County in Plan Book Volume 263, page 182, bounded and described as follows:

Beginning at the point formed by the intersection of the northwesterly line of Bell Avenue and the southwesterly line of Copley Way; thence along said line of Bell Avenue, South 47° 45' 00" West, 841.40 feet to a point; thence continuing along said line of Bell Avenue, South 46° 00' 26" West, 47.99 feet to a point; thence North 32° 50' 48" West, 58.65 feet to a point on the easterly line of land now or formerly of the Pittsburgh, Chartiers & Youghiogheny Railway Company; thence along said land now or formerly of the Pittsburgh, Chartiers & Youghiogheny Railway Company, the following 6 courses and distances: (1) by the arc of a circle curving to the left having a radius of 1,662.28 feet and a chord bearing of North 16° 09' 07" East, an arc distance of 26.78 feet to a point; (2) North 39° 34' 15" West, 3.84 feet to a point; (3) by the arc of a circle curving to the left having a radius of 1,691.17 feet, an arc distance of 310.37 feet to a point; (4) North 03° 10' 54" East, 104.94 feet to a point; (5) North 46° 36' 44" East, 22.55 feet to a point; and (6) North 04° 17' 30" East, 49.20 feet to a point; thence by a line in Chartiers Creek, North 47° 28' 09" East, 303.50 feet to a point; thence South 43° 24' 51" East, 86.66 feet to a point; thence South 42° 00' 00" East, 13.40 feet to a point; thence along the southeasterly line of Carbon Street, North 47° 45' 00" East,180.00 feet to a point; thence along the southwesterly line of Copley Street, South 42° 00' 00" East, 280.00 feet to the point at the place of beginning.

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Designated as Tax Parcel No. 67-K-178.

Title is vested in Union Electric Steel Corporation, a Pennsylvania corporation, by deeds from:

a.	Union Electric Steel Company dated April 6, 1923 and recorded in Deed Book Volume 2142, page 656.

b. William W. Wright et ux. dated October 10, 1940 and recorded in Deed Book Volume 2660, page 602.

c. Sam Musico et ux. dated October 11, 1940 and recorded in Deed Book Volume 2660, page 620.

d.	Herbert Webster et ux. dated October 2, 1940 and recorded in Deed Book Volume 2663, page 498.

e.	Rose W. Hone et vir. dated October 2, 1940 and recorded in Deed Book Volume 2665, page 676.

f.	George W. Watson dated October 1, 1940 and recorded in Deed Book Volume 2665, page 678.

g.	Pittsburgh, Chartiers & Youghiogheny Railway Company dated March 4, 1958 and recorded in Deed Book Volume 3692, page 389.

h. Teledyne, Inc. and Teledyne Industries, Inc. dated July 12, 1994 and recorded in Deed Book Volume 9264, page 650.

Second Described (67-P-320)

All those three certain lots or pieces of ground situate in the Township of Scott, County of Allegheny and Commonwealth of Pennsylvania, being Lots Nos. sixteen (16), seventeen (17), and eighteen (18) in the Shawhan Place Revised Plan No. 1 of record in the Recorder’s Office of Allegheny County in Plan Book Volume 18, page 55, bounded and described as follows:

Beginning at a point on the southeasterly side of a street known as Bell Avenue at the northwest corner of Lot No. 19 in said plan; thence along said southeasterly line of Bell Avenue, N 25° 53' E, a distance of One Hundred Seven and 90/100 (107.90) feet to a point in the stream called Bells or Whiskey Run, thence South 37° 09' East, a distance of One Hundred thirty-eight and 83/100 (138.83) feet to a point; thence South 25° 53' West along the northwesterly side of Bent Way, a 20 foot alley, a distance of Forty-four and 86/100 (44.86) feet to a point at the southeast corner of Lot No. 19 in said plan; thence North 64° 07' West along the dividing line of Lots Nos. 18 and 19, a distance of One Hundred twenty-three and 73/100 (123.73) feet to a point on Bell Avenue, at the place of beginning.

Designated as Tax Parcel No. 67-P-320.

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~~File No.: 7210/02-637~~

Title is vested in Union Electric Steel Corporation, a Pennsylvania corporation, by deed from Earl C. Bush et ux. dated July 15, 1959 and recorded in Deed Book Volume 3792, page 614.

Third Described (67-P-360)

All that certain piece or lot of land situate in the Township of Scott, being Lot marked and numbered 35 in Revised Plan No. 1 made by the devisees of Daniel Shawan and Margaret, his wife, deceased, laid out by R. L. McCully, C. E. in January 1900, and recorded in the Recorder’s Office of Allegheny County, Pa. in Plan Book Vol. 18, page 55, and being more particularly bounded and described as follows, viz:

BEGINNING at a point at intersection of the Pittsburgh Chartiers & Youghiogheny Railroad and the Northwesterly side of a 45 foot street called Bell Avenue; thence North 25° 53’ East along line of said Avenue, 195.05 feet; thence by same North 44° 31’ East, 14 feet to the center of Bells Run; thence North 37° 07’ West along center of Run, 58.17 feet to line of the Pittsburgh Chartiers & Youghiogheny Railroad; thence along line of Railroad South 14° 28’ West, 239.43 feet to the place of beginning,

Designated as Tax Parcel No. 67-P-360.

Title is vested in Union Electric Steel Corporation, a Pennsylvania corporation, by deed from George W. Watson dated October 1, 1940 and recorded in Deed Book Volume 2665, page 678.

3702 Montdale Drive, Valparaiso, IN 46383

PARCEL I:

Real Estate in Porter County, in the State of Indiana, to-wit: All of the following described parcel except for the North 1364 feet thereof: A strip of land which lies centered along the half section line of Section 32, Township 35 North, Range 5 West of the Second Principal Meridian, all within Porter County, Indiana, and more particularly described as follows:

Commencing at the North 1/4 corner of said section; thence South 0 degrees 07 minutes 30 seconds East, along the half section, a distance of 149.25 feet to the South right-of-way line, of the Pittsburgh, Fort Wayne and Chicago Railroad Company and the point of beginning; thence South 75 degrees 04 minutes East along said South right-of-way line, a distance of 62.13 feet to the East line of a proposed 120 foot right-of-way; thence South 0 degrees 07 minutes 30 seconds East along said East line of proposed right-of-way and parallel to said half section line a distance of 283.86 feet; thence South 89 degrees 52 minutes 30 seconds West a distance of 25.00 feet to the East line of a proposed 70 foot right-of-way; thence South 0 degrees 07 minutes 30 seconds East, along said East line of proposed 70 foot right-of-way and parallel to said half section line a distance of 1477.84 feet to the North line of the New York, Chicago and St. Louis Railroad Company (presently Norfolk and Western Railroad); thence North 67 degrees 23 minutes West along said North line a distance of 75.90 feet; thence North 0 degrees 07

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minutes 30 seconds West parallel to said half section line, a distance of 1448.60 feet; thence South 89 degrees 52 minutes 30 seconds West, a distance of 25.00 feet; thence North 0 degrees 02 minutes 30 seconds West parallel to said half section line, a distance of 316.14 feet to the South right-of-way line of the Pittsburgh, Fort Wayne, and Chicago Railroad Company (presently Pennsylvania Railroad Company); thence South 75 degrees 04 minutes East along said right-of-way line, a distance of 62.13 feet to the point of beginning.

PARCEL II:

A parcel of land in the Northeast Quarter (NE 1/4) of Section 32, Township 35 North, Range 5 West of the Second Principal Meridian, said parcel in Porter County, Indiana, and more particularly described as follows:

Commencing at the southwest corner of said northeast quarter (NE 1/4), thence North 0 degrees 07'30" W along the West line of said northeast quarter (NE 1/4), a distance of 745.73 feet to the North right-of-way of the New York, Chicago and St. Louis Railroad; thence S 67 degrees 23' E along said North right-of-way a distance of 1097.30 feet to the point of beginning; thence N 0 degrees 07'30" W along a line parallel to the West line of said Northeast quarter (NEB 1/4) a distance of 863.52 feet; thence S90 degrees 00'E along a line parallel to the North line of said Northeast Quarter (NE 1/4) a distance of 220.00 feet; thence S 0 degrees 07'30" E along a line parallel to the West line of said Northeast Quarter (NE 1/4) a distance of 955.31 feet to the North right-of-way line of the New York, Chicago and St. Louis Railroad; thence N 67 degrees 22'20" W along said North right-of-way a distance of 238.56 feet to the point of beginning.

PARCEL Ill:

A parcel of land in the Northeast 1/4 of Section 32, Township 35 North, Range 5 West of the Second Principal Meridian, said Parcel in Porter County, Indiana, and more particularly described as follows:

Commencing at the Northwest corner of said Northeast 1/4; thence South O degrees 07 minutes 30 seconds East along the West line of said Northeast 1/4, a distance of 1470.97 feet; thence South 90 degrees 00 minutes East, a distance of 35.00 feet to the East line of a proposed 70 foot right-of-way and point of beginning; thence continuing South 90 degrees 00 minutes East, a distance of 977.00 feet; thence South O degrees 07 minutes 30 seconds East, a distance of 863.52 feet to the North right-of-way line of the New York, Chicago and St. Louis Railroad Company; thence North 67 degrees 23 minutes West along said North right-of-way line, a distance of 1059.35 feet to said East line of a proposed 70 foot right-of-way; thence North O degree 07 minutes 30 seconds West, along said East line, a distance of 456.09 feet to the point of beginning.

726 Bell Avenue, Carnegie, PA 15106

First Described (67-P-155)

All that certain lot or piece of ground situate in the Township of Scott, County of Allegheny and Commonwealth of Pennsylvania, being the easterly one-half of Lot No. 14 in Brown-Walker & McAteer

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Plan as recorded in the Recorder's Office of Allegheny County, Pennsylvania in Plan Book Volume 9, page 89, bounded and described as follows:

Fronting 20 feet on the North side of Idlewood Avenue and extending back in a Northerly direction of even width throughout for a distance of 130 feet to Apple Alley.

Designated as Tax Parcel No. 67-P-155.

Title is vested in Union Electric Steel Corporation, a Pennsylvania corporation, by deed from Raymond Kennedy et ux. dated April 5, 2007 and recorded in Deed Book Volume 13197, page 289.

Second Described (67-P-156)

All that certain lot or piece of ground situate in the 28th Ward of the City of Pittsburgh, Allegheny County, Pennsylvania, being Lot No. 13 in a Plan of Lots laid out by Robert H. Brown, James A. McAteer and Andrew Walker, as recorded in the Recorder's Office of Allegheny County in Plan Book Volume 9, page 89, being bounded and described as follows:

Beginning at a point on the northwesterly side of Idlewood Avenue at the corner of Lot No. 12 in said Plan; thence northwesterly along the dividing line between Lots Nos. 12 and 13, 130 feet to the line of Apple Street, now Ade Way, in said Plan; thence southwestwardly by line of Ade Way 40 feet to the corner of Lot No. 14 in said Plan; thence southeasterly along the dividing line between Lots Nos. 13 and 14 in said Plan 130 feet to the line of Idlewood Ave. aforesaid; and thence northeastwardly by line of Idlewood Ave. 40 feet to the place of beginning.

Designated as Tax Parcel No. 67-P-156.

Title is vested in Union Electric Steel Corporation, a Pennsylvania corporation, by deed from Clarence N. Shay et ux. dated June 30, 1980 and recorded in Deed Book Volume 6270, page 201.

Third Described (67-P-158 and 67-P-159)

All that certain lot or piece of ground situate in the 28th Ward of the City of Pittsburgh, Allegheny County, Pennsylvania, being all of Lot No. 12 in the Brown, Walker, and McAteer's Plan of Lots, as the same is recorded at Plan Book Volume 9, page 89, and being more particularly bounded and described as follows, to-wit:

Beginning at a point on the northerly line of Idlewood Avenue, said point of beginning at the dividing line between Lot No. 12 and Lot No. 13 in the aforesaid plan of lots; thence along the dividing line between Lot No. 12 and Lot No. 13 in the aforesaid plan of lots, North 42° 15' West a distance of 130.00 feet to a point on the southerly line of Ade Way; thence along said Ade Way, North 47° 45' East, a distance of 40.00 feet to a point at the dividing line between Lot No. 12 and Lot No. 11 in the aforesaid plan of lots; thence along said dividing line between Lot No. 12 and Lot No. 11, South 42° 15' East, a distance of 130.00 feet to a point on the northerly line of Idlewood Avenue, aforesaid; thence along the northerly line of Idlewood Avenue, South 47° 45' West a distance of 40.00 feet to a point at the place of beginning.

Designated as Tax Parcels Nos. 67-P-158 and 67-P-159.

Title is vested in Union Electric Steel Corporation, a Pennsylvania corporation, by deed from Karen L. Fronzaglio et vir. dated October 26, 1993 and recorded in Deed Book Volume 9086, page 445.

Fourth Described (67-P-160)

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All that certain lot or piece of ground situate in the 28th Ward of the City of Pittsburgh, County of Allegheny and Commonwealth of Pennsylvania, being Lot No. 11 in a Plan of Lots laid out by James A. McAteer, Andrew Walker and Robert H. Brown, recorded in the Recorder's Office of Allegheny County in Plan Book Volume 9, page 89, bounded and described as follows to wit:

Beginning at a point on the northwestern side of Idlewood Avenue at the corner of Lot No. 10 in said plan; thence northwestwardly by line of said Lot No. 10, one hundred thirty (130) feet to the line of Apple Street; thence southwestwardly by line of Apple Street, forty (40) feet to the corner of Lot No. 12; thence southeastwardly by line of said Lot No. 12, one hundred thirty (130) feet to the line of Idlewood Avenue aforesaid; and thence northeastwardly by line of Idlewood Avenue, forty (40) feet to the corner of Lot No. 10 aforesaid, at the place of beginning.

Designated as Tax Parcel No. 67-P-160.

Title is vested in Union Electric Steel Corporation, a Pennsylvania corporation, by deed from Donald A. Dobroski dated April 6, 1995 and recorded in Deed Book Volume 9433, page 464.

Fifth Described (67-P-162)

All that certain lot or piece of ground situate in the 28th Ward, City of Pittsburgh, formerly Chartiers Township, County of Allegheny and Commonwealth of Pennsylvania, being Lot No. 10 in a Plan of Lots laid out by Andrew Walker, Robert H. Brown and James A. McAteer, as said Plan is recorded in the Recorder's Office of Allegheny County in Plan Book Volume 9, page 89.

BEING designated as Block and Lot No. 67-P-162 in the Deed Registry office of Allegheny County, Pennsylvania.

Designated as Tax Parcel No. 67-P-162.

Title is vested in Union Electric Steel Corporation, a Pennsylvania corporation, by deed from Margaret L. Kline dated July 14, 2006 and recorded in Deed Book Volume 12918, page 326.

Sixth Described (67-P-164)

All that certain lot or piece of ground situate in the 28th Ward of the City of Pittsburgh, County of Allegheny and Commonwealth of Pennsylvania, being Lot No. 9 in a Plan of Lots laid out by Robert H. Brown, James A. McAteer and Andrew Walker, as recorded in the Recorder's Office of Allegheny County in Plan Book Volume 9, page 89, bounded and described as follows:

Beginning on the northwestern side of Idlewood Avenue at the corner of Lot No. 8; thence northwestwardly by the line of said Lot No. 8, 130 feet to Ade Way (formerly Apple Street); thence southwestwardly by the line of said Ade Way, 40 feet to Lot No. 10; thence southeastwardly by the line of said Lot No. 10, 130 feet to Idlewood Avenue aforesaid; and thence northeastwardly by the line of said Avenue, 40 feet to the corner of Lot No. 8, at the place of beginning.

Designated as Tax Parcel No. 67-P-164.

Title is vested in Union Electric Steel Corporation, a Pennsylvania corporation, by deed from Helen M. Allott dated April 2, 1979 and recorded in Deed Book Volume 6085, page 429.

Seventh Described (67-P-166)

All that certain lot or piece of ground situate in the 28th Ward of the City of Pittsburgh, County of Allegheny and Commonwealth of Pennsylvania, being Lot No. 8 in Plan laid out by Robert H. Brown,

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James A. McAteer and Andrew Walker, as recorded in the Recorder's Office of Allegheny County, in Plan Book Volume 9, page 89, bounded and described as follows:

Beginning at a point on the northwesterly line of Idlewood Avenue at the corner of Lot No. 7; thence northwestwardly by line of Lot No. 7, a distance of 130 feet to the line of Apple Alley; thence southwestwardly by line of said Apple Alley, a distance of 40 feet to the corner of Lot No. 9; thence southeastwardly by line of Lot No. 9, a distance of 130 feet to the line of Idlewood Avenue aforesaid; and thence northeastwardly by line of said Idlewood Avenue, a distance of 40 feet to the corner of Lot No. 7 at the place of beginning.

Designated as Tax Parcel No. 67-P-166.

Title is vested in Union Electric Steel Corporation, a Pennsylvania corporation, by deed from Martha E. Weinheimer dated June 14, 1979 and recorded in Deed Book Volume 6120, page 791.

Eighth Described (67-P-167)

All that certain parcel of land situate in the 28th Ward of the City of Pittsburgh, County of Allegheny and Commonwealth of Pennsylvania, bounded and described as follows:

Beginning at the point formed by the intersection of the southwesterly line of Alter Street and the northwesterly line of Ade Way; thence crossing Ade Way in a southeasterly direction, 20 feet to a point at the intersection of the southwesterly line of Alter Street and the southeasterly line of Ade Way; thence along said southeasterly line of Ade Way in a southwesterly direction, 280 feet to a point; thence in a northwesterly direction, 10 feet to the center line of Ade Way; thence in a southwesterly direction along the center line of Ade Way, 40 feet to a point; thence in a northwesterly direction, 10 feet to a point on the northwest line of Ade Way; thence along said northwest line of Ade Way in a northeasterly direction, 320 feet to the point at the place of beginning.

Designated as Tax Parcel No. 67-P-167.

Ninth Described (67-P-168)

All that certain lot or piece of ground situate in the 28th Ward of the City of Pittsburgh, (formerly Township of Chartiers), County of Allegheny and Commonwealth of Pennsylvania, being known as Lot No. 7 in the Plan of Lots laid out by Andrew Walker, Robert H. Brown and James A. McAteer, as recorded in the Recorder's Office of Allegheny County, Pennsylvania in Plan Book Volume 9, page 89.

Designated as Tax Parcel No. 67-P-168.

Title is vested in Union Electric Steel Corporation, a Pennsylvania corporation, by deed from Robert L. Anthony dated October 30, 2007 and recorded in Deed Book Volume 13425, page 83.

Tenth Described (67-P-172)

All that certain lot or piece of ground situate in the 28th Ward of the City of Pittsburgh, County of Allegheny and Commonwealth of Pennsylvania, being Lot No. 6 in the Robert H. Brown's Plan of Lots in "East Mansfield" as recorded in the Recorder's Office of Allegheny County, Pennsylvania in Plan Book Volume 9, page 89, bounded and described as follows:

Beginning on the northerly side of Idlewood Avenue at the corner of Alter (formerly Ambrose Avenue) Street in said Plan; thence northwardly along the line of Alter Street a distance of 130 feet to the line of Apple Alley; thence eastwardly along the line of Apple Alley a distance of 40 feet to the corner of Lot No. 5 in said Plan; thence southwardly along the line dividing Lots Nos. 5 and 6 a distance of 130 feet to the

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line of Idlewood Avenue; thence westwardly along the line of Idlewood Avenue a distance of 40 feet to the corner of Alter Street at the place of beginning.

Designated as Tax Parcel No. 67-P-172.

Title is vested in Union Electric Steel Corporation, a Pennsylvania corporation, by deed from The Sheriff of Allegheny County dated July 7, 1975 and recorded in Deed Book Volume 4778, page 689.

Eleventh Described (67-P-296)

All that certain lot or piece of ground situate in the 28th Ward of the City of Pittsburgh, formerly Township of Chartiers, County of Allegheny and State of Pennsylvania, being Lot numbered 26 in a Plan of Lots in said City laid out by Andrew Walker, James A McAteer and Robert H. Brown, as said Plan is recorded in the Recorder's Office of Allegheny County in Plan Book Vol. 9, page 89, said lots numbered 26 being, bounded and described as follows, to-wit:

Beginning at a point on the southeasterly side of Bell Street, formerly Bell Avenue, at the corner of Alter Avenue, formerly known as Ambrose Avenue; thence southeastwardly by line of Alter Avenue a distance of 130 feet to the line of Apple Street; thence southwestwardly by line of Apple Street a distance of 40 feet to the corner of lot numbered 25 in said Plan; thence northwestwardly by line of said lot numbered 25 a distance of 130 feet to the line of Bell Street aforesaid; and thence northeastwardly by line of said Bell Street a distance of 40 feet to the line of Alter Avenue, at the place of beginning.

Designated as Tax Parcel No. 67-P-296.

Title is vested in Union Electric Steel Corporation, a Pennsylvania corporation, by deed from Robert W. Bollman et al. dated April 20, 1960 and recorded in Deed Book Volume 3853, page 285.

Twelfth Described (67-P-298)

All that certain lot or piece of ground situate in the 28th Ward, City of Pittsburgh, County of Allegheny and Commonwealth of Pennsylvania, being Lot No. 25 in a Plan of Lots laid out by Robert H. Brown, Andrew Walker and James A. McAteer, as said plan is recorded in the Recorder's Office of said County in Plan Book Vol. 9, page 89, and bounded and described as follows; to-wit:

Beginning on the Southeastern side of Bell Avenue in said Plan, at the corner of Lot No. 24; thence extending southeastwardly by the line of said Lot No. 24, 130 feet to the line of Appley Street or Alley; thence extending northeastwardly by the line of said Street or Alley, 40 feet to the corner of Lot No. 26 in said Plan; thence extending Northwestwardly by the line of said Lot No. 26, 130 feet to the line of Bell Avenue aforesaid; thence extending southwestwardly by the line of said Bell Avenue, a distance of 40 feet to a point at the place of beginning.

Being designated as Block No. 67-P, Lot No. 298.

Title is vested in Union Electric Steel Corporation, a Pennsylvania corporation, by deed from Louise Noah dated July 8, 1960 and recorded in Deed Book Volume 3830, page 538.

Thirteenth Described (67-P-300)

All that certain lot or piece of ground situate in the Twenty-eighth (28) Ward, City of Pittsburgh, (formerly Chartiers Township), Allegheny County, Pennsylvania, being Lot No. Twenty-four (24) in the Brown-Walker and McAteer Plan of Lots recorded in the Recorder's Office of Allegheny County in Plan Book Vol. 9, page 89, and being bounded and described as follows, to wit:

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~~4 Properties in PA and IN~~

~~File No.: 7210/02-637~~

Beginning on the southeasterly side of Bell Avenue at the corner of Lot No. 23, in said plan; thence southeastwardly by line of said Lot No. 23, one hundred thirty (130) feet to Apple Street; thence northeastwardly by line of said Street forty (40) feet to the corner of Lot No. 25; thence northwestwardly by the line of Lot No. 25, one hundred thirty (130) feet to the line of Bell Avenue and thence southwestwardly by line of Bell Avenue forty (40) feet to the corner of Lot No. 23, the place of beginning.

Designated as Tax Parcel No. 67-P-300.

Title is vested in Union Electric Steel Corporation, a Pennsylvania corporation, by deed from Elizabeth Pandolfo dated February 17, 1961 and recorded in Deed Book Volume 3887, page 692.

Fourteenth Described (67-P-302)

All that certain lot or piece of ground situate in the Twenty-eighth (28) Ward of the City of Pittsburgh, (formerly the Township of Chartiers), County of Allegheny and State of Pennsylvania, being Lot Numbered Twenty-three (23) in a Plan of Lots in said Township laid out by Andrew Walker, Robert H. Brown and James A. McAteer, which Plan is recorded in the Recorder's Office of Allegheny County, in Plan Book Vol. 9, page 89, bounded and described as follows, to wit:

Beginning at a point on the southeastern line of Bell Avenue at the corner of lot numbered twenty-two (22); thence southeastwardly by line of said lot numbered twenty-two (22), a distance of one hundred thirty (130) feet to the line of Apple Street; thence northeastwardly by line of said Apple Street, a distance of forty (40) feet to the corner of lot numbered twenty-four; thence northwestwardly by line of said lot numbered twenty-four (24), a distance of one hundred thirty (130) feet to the line of Bell Avenue aforesaid; and thence southwestwardly along the line of said Bell Avenue, a distance of forty (40) feet to the corner of lot numbered twenty-two (22) aforesaid, at the place of beginning.

Designated as Tax Parcel No. 67-P-302.

Title is vested in Union Electric Steel Corporation, a Pennsylvania corporation, by deed from Louis L. Gracie et ux. dated April 24, 1962 and recorded in Deed Book Volume 3976, page 495.

Fifteenth Described (67-P-304)

All that certain parcel of land situated in the Twenty-Eighth (28) Ward of the City of Pittsburgh (formerly Chartiers Township), County of Allegheny and State of Pennsylvania, being Lot No. Twenty-two (22) in a plan of Lots of said township laid out by Robert H. Brown, Andrew Walker and James A. McAteer, as said Plan is now of record in the Recorder's Office of said County of Allegheny in Plan Book Volume 9, page 89, bounded and described as follows:

Beginning at a point on the southeastern side of Bell Avenue at the corner of Lot No. 21; thence by line of said Lot No. 21, one hundred and thirty (130) feet to the line of Apple Street; thence northeastwardly by line of Apple Street forty (40) feet to the corner of Lot No. 23; thence by line of said Lot No. 23, one hundred and thirty (130) feet to the line of Bell Avenue aforesaid; and thence by line of Bell Avenue forty (40) feet to the corner of Lot No. 21 at the place of beginning.

Designated as Tax Parcel No. 67-P-304.

Title is vested in Union Electric Steel Corporation, a Pennsylvania corporation, by deed from Nicholas Lazaro et ux. dated April 26, 1962 and recorded in Deed Book Volume 3975, page 355.

Sixteenth Described (67-P-306)

B-14

~~4851-8930-3408.5~~

~~STORE / Ampco~~

~~Master Lease Agreement~~

~~4 Properties in PA and IN~~

~~File No.: 7210/02-637~~

All that certain lot or piece of ground situate in the 28th Ward of the City of Pittsburgh, (formerly Chartiers Township) County of Allegheny and State of Pennsylvania, being Lot No. 21 in a Plan of Lots laid out by Andrew Walker, Robert H. Brown and James A. McAteer, of record in the Recorder's Office of said County in Plan Book Volume 9, page 89, bounded and described as follows:

Beginning at a point on the southeasterly side of Bell Avenue at the corner of Lot No. 20 in said plan; thence southeastwardly by line of Lot No. 20 one hundred thirty (130) feet to the line of Apple Street; thence northeastwardly by line of Apple Street forty (40) feet to the corner of Lot No. 22; thence northwestwardly by line of said Lot No. 22 one hundred thirty (130) feet to the line of Bell Avenue aforesaid and thence southwestwardly by line of said Bell Avenue forty (40) feet to the corner of Lot No. 20 at the place of beginning.

Designated as Tax Parcel No. 67-P-306.

Title is vested in Union Electric Steel Corporation, a Pennsylvania corporation, by deed from Gertrude McDonough dated August 31, 1956 and recorded in Deed Book Volume 3525, page 407.

Seventeenth Described (67-P-308)

All that certain piece or parcel of ground situate in the Twenty-eighth (28) Ward of the City of Pittsburgh, County of Allegheny and State of Pennsylvania, being Lot No. 20 in a Plan of Lots laid out by Andrew Walker, Robert H. Brown and James A. McAteer, as said plan is now of record in the Recorder's Office of Allegheny County in Plan Book Vol. 9, page 89, and bounded and described as follows, to-wit:

Beginning at a point on the Southeasterly side of Bell Avenue at the corner of Lot No. 19 in said plan; thence southeastwardly by line of said Lot No. 19, One Hundred Thirty (130) feet to the line of Apple Street; thence Northeastwardly by line of Apple Street, Forty (40) feet to the corner of Lot No. 21; thence Northwestwardly by line of said Lot No. 21, One Hundred Thirty (130) feet to the line of Bell Avenue, aforesaid; and thence southwestwardly by line of Bell Avenue, Forty (40) feet to the line of Lot No. 19, aforesaid, at the place of beginning.

Designated as Tax Parcel No. 67-P-308.

Title is vested in Union Electric Steel Corporation, a Pennsylvania corporation, by deed from John Casella et ux. dated July 12, 1956 and recorded in Deed Book Volume 3526, page 97.

Eighteenth Described (67-P-310 and 67-P-310-0001)

All that certain piece or parcel of land situate partly in the Township of Scott and partly in the 28th Ward of the City of Pittsburgh, (formerly the Township of Chartiers), County of Allegheny and State of Pennsylvania, being Lots Numbered Seventeen, Eighteen and Nineteen (17-18-19) in a Plan of Lots in said Townships, laid out by James A. McAteer, Andrew Walker and Robert H. Brown, as said Plan is recorded in the Recorder's Office in and for said County of Allegheny, in Plan Book Volume 9, page 89; said Lots Nos. 17-18-19 being contiguous and together, bounded and described as follows; to-wit:

Beginning at the corner of Station Street and Bell Avenue in said Plan in the corner of Lot Number Seventeen (17); thence Northeastwardly by line of said Bell Avenue, Ninety-one and 14/100 (91.14) feet to the corner of Lot Number (20); thence Southeastwardly by line of said Lot Number Twenty (20), One hundred thirty (130) feet to Apple Alley; thence Southwestwardly by line of Apple Alley, One hundred fourteen and 86/100 (114.86) feet to the line of Station Street; thence Northwestwardly by line of Station Street, One hundred thirty-two and 14/100 (132.14) feet to the corner of Station Street and Bell Avenue, the place of beginning.

Designated as Tax Parcels Nos. 67-P-310 and 67-P-310-0001.

B-15

~~4851-8930-3408.5~~

~~STORE / Ampco~~

~~Master Lease Agreement~~

~~4 Properties in PA and IN~~

~~File No.: 7210/02-637~~

Title is vested in Union Electric Steel Corporation, a Pennsylvania corporation, by deed from Freda K. Maas et vir. dated August 10, 1945 and recorded in Deed Book Volume 2847, page 664.

B-16

~~4851-8930-3408.5~~

~~STORE / Ampco~~

~~Master Lease Agreement~~

~~4 Properties in PA and IN~~

~~File No.: 7210/02-637~~

EXHIBIT C

FORM OF AUTHORIZATION AGREEMENT – PRE ‑ARRANGED PAYMENTS

AUTHORIZATION AGREEMENT

PRE-ARRANGED PAYMENTS

Reference Number _ _

I (We) (Tenant) authorize /__________________\, (Servicer) to initiate entries identified below as required. Tenant further authorizes the bank below to post such entries to the identified checking account beginning with the payment draft date of ____/___/____ . A minimum of thirty (30) days advance notice is required to process first payment by ACH.

Bank Name______________________________Branch______________________________

City____________________________________State___________________Zip__________

__ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __

*** Transit - ABA Account Number Information

ACCOUNT TYPE*** Please specify checking or savings account (C/S) ________

PLEASE FILL IN BANK INFORMATION CAREFULLY

ATTACH VOIDED CHECK FOR ACCOUNT VERIFICATION

Automatic debits will be made on the payment due date established by the relevant lease documents, or the next subsequent business day if such date is not a business day. This authority may be terminated upon thirty days prior written notification from the Tenant to the servicer. Tenant has the right to stop payment of any entry by notification to the bank prior to the scheduled debit date. If an erroneous entry is initiated by the servicer to the Tenant's account, Tenant shall have the right to have the amount of such entry reversed by the bank. To initiate a reversal, the Tenant must notify the bank in writing that an error has occurred and request a reversal. Such notice must be within 15 calendar days after the Tenant receives the statement of account or other written notice from the bank identifying the error. Tenant hereby authorizes the servicer to impose a $60.00 returned item processing fee, subject to change, via ACH debit against the above-referenced account of the Tenant if a non-sufficient funds or stop payment item is charged against the servicer's account.

Tenant Tax Identification

Name( s) ______________________________________ Number

Date _____________________

Print Authorized Name

Authorized Signature

Print Authorized Name

Authorized Signature

Contact Phone Number ____________________ Fax Number

Email Address :

Return Original to :

/___________________\
Attn: /______________\
/___________________\
/___________________\
Fax Number: /___________________\

C-1

~~4851-8930-3408.5~~

~~STORE / Ampco~~

~~Master Lease Agreement~~

~~4 Properties in PA and IN~~

~~File No.: 7210/02-637~~

EXHIBIT D

STATE ‑SPECIFIC PROVISIONS

Pennsylvania :

Lessor and Lessee agree as follows:

1. The following is added as a new Section 12.05 to the Lease:

12.05 Proceedings . In any action of ejectment and/or for Rental, Lessor shall first cause to be filed in such action an affidavit made by it or someone acting for it, setting forth the facts necessary to authorize the entry of judgment, and, if a true copy of this Lease (and of the truth of the copy such affidavit shall be sufficient evidence) be filed in such action, it shall not be necessary to file the original as a warrant of attorney, any rule of Court, custom or practice to the contrary notwithstanding.

2. The following is added as a new Section 12.06 to the Lease:

12.06 Waiver of Notice to Quit . Lessee agrees to give up certain legal rights as provided by the Landlord and Tenant Act of 1951, as amended, 68 P.S. § 250.101, et seq. , including, but not limited to the ten (10) or thirty (30) day notice period which is contained in § 501 thereof, or any other notice period established by applicable law. No notice will be required to be given by Lessor to Lessee to leave and give up the Properties, except as set forth in the Lease.

Indiana :

The month to month tenancy referenced in Section 4.07 (Holdover) is terminable by Lessor giving thirty (30) days’ written notice of such termination. However, upon an Event of Default hereunder, Lessee shall not be entitled to any notice to quit, the thirty (30) days’ written notice to quit being hereby expressly waived. Notwithstanding the provisions of Section 4.07, in the event that Lessee shall hold over after the expiration of the Lease Term, then Lessor, at its option, may re-enter and take possession of the Properties.

Notwithstanding any provision contained in this Lease, in the event Lessee contests the existence, amount or validity of any lien, attachment, levy, encumbrance, charge or claim, and any such matter is the subject of judicial proceedings to foreclose a mechanics’ lien, Lessee shall obtain a written undertaking with surety to be approved by the court having jurisdiction of the foreclosure proceedings. Lessee shall insure that said written undertaking is in an amount sufficient to comply with the provisions of Indiana Code 32-28-3-11, that said written undertaking is approved by the court and the Properties are discharged from the lien of the mechanics’ lien. In the event that Lessee fails to obtain such written undertaking within ten (10) days following receipt of Lessor’s written request to do so, Lessor shall have the right to obtain such written undertaking at Lessee’s expense and the cost thereof, including reasonable attorneys’ fees, shall constitute Additional Rental hereunder.

With respect to those Properties located in the State of Indiana, and without limiting the rights and remedies set forth in Section 12.02 (Remedies) of this Lease (except as otherwise

D-1

~~4851-8930-3408.5~~

~~STORE / Ampco~~

~~Master Lease Agreement~~

~~4 Properties in PA and IN~~

~~File No.: 7210/02-637~~

expressly set forth in the following provisions), Lessee covenants and agrees that all Base Annual Rental and any Additional Rental due to Lessor under this Lease shall be payable without relief from applicable valuation and appraisement laws and Lessee hereby waives and relinquishes for itself and its successor and assigns the benefit of such valuation and appraisement laws as now existing in the State of Indiana or as may be subsequently amended, modified or superseded from time to time.

~~4851-8930-3408.5~~

~~STORE / Ampco~~

~~Master Lease Agreement~~

~~4 Properties in PA and IN~~

~~File No.: 7210/02-637~~

SCHEDULE 9.03

SUPPLEMENTAL FINANCIAL INFORMATION


To process your financial reporting requirements, STORE Capital asks you to fill out the following information in connection to CORPORATE financial performance. Please send this page along with the actual financial statements to fincollections@storecapital.com. Corporate Financial Reporting

Company Name:

For the Qtr or FYE ending

# of months represented

Total Company Net Revenue

Total number of revenue generating locations included in Total Company Net Revenue figure above

Corporate EBITDAR Calculation:

Total Company Net Income

Plus: Interest Expense
Plus: Taxes
Plus: Depreciation & Amortization
Plus: Operating Lease Expense
Plus: Any non-recurring expenses (please clarify below)
Plus: Any other non-cash expenses (please clarify below)
EBITDAR

Items required to be broken out of Balance Sheet:
Current Portion of Long-Term Debt
Current Portion of any Capital Leases
Senior Third-Party Debt Balances
Subordinate/Related Party Debt Balances

Explanations of non-recurring and non-cash items:

~~4851-8930-3408.5~~

~~STORE / Ampco~~

~~Master Lease Agreement~~

~~4 Properties in PA and IN~~

~~File No.: 7210/02-637~~

To process your financial reporting requirements, STORE Capital asks you to fill out the following information in connection to UNIT financial performance. Note that this template allows you to enter up to 3 unit statements. If you have more than 3 units please duplicate this template for the remaining properties. Please send these along with the actual financial statements to fincollections@storecapital.com. STORE Capital Unit-Level Financial Reporting
	UNIT 1	UNIT 2	UNIT 3

Company’s Unit Identifier

For the Qtr or FYE ending

# of months represented

Unit-Level pre-corporate overhead EBITDAR Calculation:

Total unit Revenues

Unit-Level Net Income

Plus: Interest Expense
Plus: Taxes
Plus: Depreciation & Amortization
Plus: Property Rent Expense (base rent + any % rent)
Plus: Any corporate overhead allocations to the unit
Plus: Any non-recurring expenses (please clarify below)
Plus: Any other non-cash expenses (please clarify below)
EBITDAR

Items required to be broken out on unit-level profit and loss statement:
Cost Goods Sold
Unit Labor Expenses

Explanations of non-recurring and non-cash items:

~~4851-8930-3408.5~~

~~STORE / Ampco~~

~~Master Lease Agreement~~

~~4 Properties in PA and IN~~

~~File No.: 7210/02-637~~

Exhibit 10.2

UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCE

THIS UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCE (this “ Guaranty ”) is made as of September 28, 2018 by AMPCO-PITTSBURGH CORPORATION , a Pennsylvania corporation (“ Guarantor ”), for the benefit of STORE CAPITAL ACQUISITIONS, LLC , a Delaware limited liability company (together with its successors and assigns under the Lease (as defined below), “ Lessor ”).

RECITALS

Lessor and UNION ELECTRIC STEEL CORPORATION , a Pennsylvania corporation (“ Lessee ”), have entered into that certain Master Lease Agreement of even date herewith (as the same may be amended from time to time, the “ Lease ”), pursuant to which Lessor leases to Lessee the real property described therein and the improvements located thereon (the “ Properties ”).

B.	As a condition to Lessor entering into the Lease, Guarantor has agreed to execute and deliver this Guaranty for the benefit of Lessor.

C.	Guarantor owns a substantial direct and/or indirect interest in the Lessee and will derive substantial benefit from the Lease.

D.	All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Lease.

In consideration of the premises and other good and valuable consideration, the receipt of and sufficiency of which are hereby acknowledged, and in order to induce the Lessor to enter into the Lease, Guarantor hereby agrees as follows:

1. Guaranty . Guarantor unconditionally, absolutely and irrevocably guarantees the punctual and complete payment and performance when due to Lessor of all Monetary Obligations, including, without limitation, Rental, taxes, insurance premiums, impounds, reimbursements, late charges, default interest, damages, indemnity obligations and all other amounts, costs, fees, expenses and charges of any kind or type whatsoever, which may or at any time be due to Lessor under or pursuant to the documents listed on Schedule I attached hereto (collectively, the “ Documents ”). Guarantor also unconditionally guarantees the truthfulness and accuracy of all representations, warranties and certifications of Lessee, the satisfaction of all conditions by Lessee and the full and timely performance of all obligations to be performed by Lessee, under or pursuant to the Documents (the matters which are guaranteed pursuant to this section are hereinafter collectively referred to as the “ Obligations ”). The obligations of Guarantor under this Guaranty are primary, joint and several and independent of the obligations of Lessee and any and every other guarantor of the Obligations, and a separate action or actions may be brought and executed against Guarantor or any other such guarantor, whether or not such action is brought against Lessee or any other such guarantor and whether or not Lessee or any other such guarantor be joined in such action or actions.

2. Waivers . This is an absolute and unconditional guaranty of payment and performance and not of collection and Guarantor unconditionally (a) waives any requirement that Lessor first make demand upon, or seek to enforce or exhaust remedies against, Lessee or any other Person (including any other guarantor) or any of the collateral or property of Lessee or such other Person before demanding payment from, or seeking to enforce this Guaranty against, Guarantor; (b) waives all rights of subrogation, all rights of indemnity and any other rights to collect reimbursement from Lessee; (c) waives any right to participate in any security now or hereafter held by Lessor or in any claim or remedy of Lessor or any other Person against Lessee with respect to the Obligations; (d) waives diligence, presentment, protest, demand for performance, notice of nonperformance, notice of intent to accelerate, notice of acceleration, notice of protest, notice of dishonor, notice of execution of any Documents, notice of extension, renewal, alteration or amendment, notice of acceptance of this Guaranty, notice of defaults under any of the Documents and all other notices whatsoever; (e) waives and agrees not to assert (except as prohibited by applicable law) any and all rights, benefits and defenses which might otherwise be available under the provisions of any laws, statutes or which may conflict with the terms of this Guaranty or might operate, contrary to Guarantor’s agreements in this Guaranty, to limit Guarantor’s liability under, or the enforcement of, this Guaranty, except, in each case, full payment of all sums payable under the Lease; (f) covenants that this Guaranty will not be discharged until all of the Obligations are fully satisfied; and (g) agrees that this Guaranty shall remain in full effect without regard to, and shall not be affected or impaired by, any invalidity, irregularity or unenforceability in whole or in part of any of the Documents, or any limitation of the liability of Lessee or Guarantor thereunder, or any limitation on the method or terms of payment thereunder which may now or hereafter be caused or imposed in any manner whatsoever.

3. Continuing Guaranty . This Guaranty is a continuing guaranty, and the obligations, undertakings and conditions to be performed or observed by Guarantor under this Guaranty shall not be affected or impaired by reason of the happening from time to time of the following with respect to the Documents, all without notice to, or the further consent of, Guarantor: (a) the waiver by Lessor of the observance or performance by Lessee or Guarantor of any of the obligations, undertakings, conditions or other provisions contained in any of the Documents, except to the extent of such waiver; (b) the extension, in whole or in part, of the time for payment of any amount owing or payable under the Documents; (c) the modification or amendment (whether material or otherwise) of any of the obligations of Lessee under, or any other provisions of, any of the Documents, except to the extent of such modification or amendment; (d) the taking or the omission of any of the actions referred to in any of the Documents (including, without limitation, the giving of any consent referred to therein); (e) any failure, omission, delay or lack on the part of Lessor to enforce, assert or exercise any provision of the Documents, including any right, power or remedy conferred on Lessor in any of the Documents or any action on the part of Lessor granting indulgence or extension in any form; (f) the assignment to or assumption by any third party of any or all of the rights or obligations of Lessee under all or any of the Documents; (g) the release or discharge of Lessee from the performance or observance of any obligation, undertaking or condition to be performed by Lessee under any of the Documents by operation of law, including any rejection or disaffirmance of any of the Documents in any bankruptcy or similar proceedings; (h) the receipt and acceptance by Lessor or any other Person of notes, checks or other instruments for the payment of money and extensions and renewals thereof; (i) any action, inaction or election of remedies by Lessor which results in any impairment or destruction of any subrogation rights of Guarantor, or any rights of Guarantor to proceed against any other Person for reimbursement; (j) any setoff, defense, counterclaim, abatement, recoupment, reduction, change in law or any other event or circumstance which might otherwise constitute a legal or

~~4850-8267-7104.4~~

~~STORE/Ampco~~

~~Guaranty~~

~~3 Properties in PA and IN~~

~~File No.: 7210/02-637~~

equitable discharge or defense of a guarantor, indemnitor or surety under the laws of the Commonwealth of Pennsylvania, the states in which the Properties are located or any other jurisdiction; and (k) the renewal of any of the Obligations. Notwithstanding the foregoing or anything contained in this Guaranty to the contrary, Guarantor shall have the right to assert all claims and defenses hereunder and under the Lease to the extent that Lessee is permitted such claim or defense, with respect to the Lease, by applicable law.

4. Representations and Warranties . Guarantor represents and warrants to Lessor that: (a) neither the execution nor delivery of this Guaranty nor fulfillment of nor compliance with the terms and provisions hereof will conflict with, or result in a breach of the terms or conditions of, or constitute a default under, Guarantor’s articles of incorporation, bylaws, or any standing resolution of its board of directors or, to Guarantor’s knowledge, any agreement to which Guarantor is a party, or result in the creation of any lien, charge or encumbrance upon any property or assets of Guarantor, which conflict, breach, default, lien, charge or encumbrance could result in a material adverse change in the financial condition of Guarantor; (b) no further consents, approvals or authorizations are required for the execution and delivery of this Guaranty by Guarantor or for Guarantor’s compliance with the terms and provisions of this Guaranty other than those which have been duly obtained by Guarantor and are in full force and effect; (c) this Guaranty is the legal, valid and binding agreement of Guarantor and is enforceable against Guarantor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, liquidation, reorganization and other laws affecting the rights of creditors generally and subject to general principles of equity; (d) Guarantor has the full power, authority, capacity and legal right to execute and deliver this Guaranty, and the parties executing this Guaranty on behalf of Guarantor are fully authorized and directed to execute the same to bind Guarantor; (e) Guarantor is not, and if Guarantor is a “disregarded entity,” any owner of the disregarded entity is not, a “nonresident alien,” “foreign corporation,” “foreign partnership,” “foreign trust,” “foreign estate,” or any other “person” that is not a “United States person,” as those terms are defined in the U.S. Internal Revenue Code and the regulations promulgated thereunder; (f) Guarantor is not a party with whom a citizen of the United States is prohibited from engaging in transactions by any trade embargo, economic sanction or other prohibition of United States law, regulation or Executive Order of the President of the United States; (g) all financial statements and other information relating to Guarantor heretofore delivered to Lessor are true, correct and complete in all material respects as of the date they were furnished to Lessor, and to the extent not filed with the Securities and Exchange Commission and publicly available on EDGAR, Guarantor will furnish Lessor, within forty five (45) days after the end of each fiscal quarter of Guarantor and within one hundred twenty (120) days after the end of each fiscal year of Guarantor, complete financial statements of Guarantor, including a balance sheet, profit and loss statement, statement of changes in financial condition and all other related schedules for the fiscal period then ended (in addition to any reporting requirements of Guarantor set forth in Section 9.03 of the Lease); (h) during the term of this Guaranty, Guarantor will not transfer or dispose of all or substantially all of Guarantor’s assets except (1) in the ordinary course of business for fair consideration in arm’s length transactions, or (2) to the extent that such transfer or disposition does not reasonably impair Guarantor’s ability to satisfy the Obligations; and (i) the Documents are conclusively presumed to have been signed in reliance on this Guaranty, and the assumption by Guarantor of Guarantor’s obligations under this Guaranty results in direct financial benefit to Guarantor. Guarantor understands that Lessor is relying on the representations and warranties of Guarantor, and Guarantor represents that such reliance is reasonable.

~~4850-8267-7104.4~~

~~STORE/Ampco~~

~~Guaranty~~

~~3 Properties in PA and IN~~

~~File No.: 7210/02-637~~

5. Nature of Guaranty . This Guaranty shall commence upon execution and delivery of the Lease and shall continue in full force and effect until all of the Obligations are paid and performed in full and are not subject to any right of extension by Lessee; provided, however, in the event the Lease is assigned as permitted under the Lease, and in connection therewith, Lessor receives a replacement Guaranty that is acceptable to Lessor in its reasonable discretion, then Guarantor’s liability shall be limited to the obligations of Lessee accruing prior to the assignment and effective date of the replacement guaranty. The Obligations shall not be considered fully paid, performed and discharged unless and until all payments by Lessee to Lessor are no longer subject to any right on the part of any Person whomsoever, including but not limited to Lessee, Lessee as a debtor-in-possession and/or any trustee in bankruptcy, to disgorge such payments or seek to recoup the amount of such payments or any part thereof. This Guaranty shall remain in full force and effect and continue to be effective upon an Insolvency Event. This Guaranty shall continue to be effective or be reinstated, as applicable, if at any time payment and performance of the Obligations, or any part thereof, are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by Lessor, whether as a “voidable preference,” “fraudulent conveyance” or otherwise, all as though such payment or performance had not been made. In the event that any payment of the Obligations, or any part thereof, is rescinded, reduced, restored or returned, the Obligations shall be reinstated and deemed reduced only by such amount paid to Lessor and not so rescinded, reduced, restored or returned.

6. Subordination . Notwithstanding any provision contained in this Guaranty, in the event that Guarantor shall have any claims against Lessee, upon the occurrence and continuation of an Event of Default under the Lease, any indebtedness of Lessee held by Guarantor shall be automatically subordinated to the indebtedness of Lessee to Lessor, including, without limitation, any and all amounts due to Lessor under the Lease. In the event Guarantor should receive from Lessee any payments in partial or full satisfaction of such indebtedness of Lessee to Guarantor following written request from Lessor after the occurrence and during the continuation of an Event of Default under the Lease, Guarantor agrees to hold such amount received in trust for Lessor and to pay the same to Lessor, but only to the extent of the Obligations then owing by Lessee to Lessor.

7. Intentionally Deleted.

8. Attorneys’ Fees and Costs . In addition to the amounts guaranteed under this Guaranty, Guarantor agrees to pay (a) all of Lessor’s Costs, and (b) interest (including postpetition interest to the extent a petition is filed by or against Lessee under the Bankruptcy Code) at the Default Rate on any Obligations not paid when due, subject to applicable notice and cure provisions. Guarantor hereby agrees to indemnify and hold harmless Lessor for, from and against all Losses suffered or occasioned by the failure of Lessee to satisfy its obligations under the Documents. The agreement to indemnify Lessor contained in this Section shall be enforceable notwithstanding the invalidity or unenforceability of the Documents or any of them or the invalidity or unenforceability of any other paragraph contained in this Guaranty. All moneys available to Lessor for application in payment or reduction of the liabilities of Lessee under the Documents may be applied by Lessor to the payment or reduction of such liabilities of Lessee, in such manner, in such amounts and at such time or times as Lessor may elect.

9. Notice . All notices, demands, designations, certificates, requests, offers, consents, approvals, appointments and other instruments given pursuant to this Guaranty

~~4850-8267-7104.4~~

~~STORE/Ampco~~

~~Guaranty~~

~~3 Properties in PA and IN~~

~~File No.: 7210/02-637~~

(collectively called “ Notices ”) shall be in writing and given by any one of the following: (a) hand delivery; (b) express overnight delivery service; (c) certified or registered mail, return receipt requested; or (d) electronic mail message, and shall be deemed to have been delivered upon (i) receipt, if hand delivered, (ii) the next Business Day, if delivered by a reputable express overnight delivery service; (iii) the third Business Day following the day of deposit of such notice with the United States Postal Service, if sent by certified or registered mail, return receipt requested; or (iv) transmission, if delivered by electronic mail. Notices shall be provided to the parties and addresses (or electronic mail addresses) specified below:


If to Guarantor:	Ampco-Pittsburgh Corporation 726 Bell Avenue, Suite 301 P.O. Box 457 Carnegie, PA 15106 Attention: Masha Trainor - Vice President, General Counsel and Secretary Email: mtrainor@ampcopgh.com
With a copy to:	K&L Gates LLP K&L Gates Center 210 Sixth Avenue Pittsburgh, PA 15222 Attention: Pierce Richardson, Esq. Email: Pierce.Richardson@klgates.com
If to Lessor:	STORE Capital Acquisitions, LLC 8377 E. Hartford Drive, Suite 100 Scottsdale, AZ 85255 Attention:Michael T. Bennett Executive Vice President – General Counsel Email: mbennett@storecapital.com
With a copy to:	Kutak Rock LLP 1801 California Street, Suite 3000 Denver, CO 80202 Attention:Whitney Kopicky, Esq. Email: whitney.kopicky@kutakrock.com

or to such other address or such other Person as either party may from time to time hereafter specify to the other party in a notice delivered in the manner provided above.

10. Governing Law . This Guaranty is delivered in the Commonwealth of Pennsylvania, and it is the intent of Guarantor and Lessor that this Guaranty shall be deemed to be a contract made under and governed by the internal laws of the Commonwealth of Pennsylvania, without regard to its principles of conflicts of law. For purposes of any action or proceeding involving this Guaranty, Guarantor submits to the jurisdiction of all federal and state courts located in the Commonwealth of Pennsylvania and consents that Guarantor may be served with any process or paper by registered mail or by personal service within or without the Commonwealth of Pennsylvania in accordance with applicable law. Guarantor waives and agrees not to assert in any such action, suit or proceeding that Guarantor is not personally subject to the

~~4850-8267-7104.4~~

~~STORE/Ampco~~

~~Guaranty~~

~~3 Properties in PA and IN~~

~~File No.: 7210/02-637~~

jurisdiction of such courts, that the action, suit or proceeding is brought in an inconvenient forum or that venue of the action, suit or proceeding is improper. Nothing contained in this section shall limit or restrict the right of Lessor to commence any proceeding in the federal or state courts located in the states in which the Properties are located and/or where Guarantor maintains Guarantor’s residence or chief executive office to the extent Lessor deems such proceeding necessary or advisable to exercise remedies available under the Documents.

11. Acknowledgement of Lease . Guarantor shall not challenge the validity, enforceability or characterization of the Transaction, and Guarantor shall support the intent of Guarantor, Lessee and Lessor that the Lease does not create a joint venture, partnership, equitable mortgage, trust, trust agreement, security interest or the like. Guarantor acknowledges that Lessor did not prepare or assist in the preparation of any of the projected financial figures used by Lessee in analyzing the economic viability and feasibility of the Transaction.

12. Independent Rights . All of Lessor’s rights and remedies under the Documents and this Guaranty are intended to be distinct, separate and cumulative and no such right and remedy is intended to be in exclusion of or a waiver of any of the others.

13. Assignment . Guarantor acknowledges and agrees that (a) Lessor may collaterally assign all of its right, title and interest under the Lease and this Guaranty to a lender; and (b) upon the exercise of any lender’s remedies set forth in related loan documents, all of the rights, powers and privileges of Lessor shall be deemed the rights, powers and privileges of such lender and such lender shall be entitled to exercise all of the rights and remedies of “Lessor” under this Guaranty, the Lease and such loan documents. Guarantor hereby consents to, and no further consent by Guarantor shall be required for, any further assignment of rights of Lessor hereunder or in connection with any transfer by Lessor. All notices, certificates, reports or other information required to be delivered to Lessor under this Guaranty shall be delivered simultaneously to such lender, provided that Lessor provides Guarantor with advance written notice and the address of such lender. Guarantor intends that such lender shall be an intended third party beneficiary of this Guaranty but without any corresponding responsibility, liability or obligation to Guarantor.

14. Inurement . Except as otherwise expressly provided in Section 13 above, this Guaranty is solely for the benefit of Lessor, its successors and assigns and is not intended to nor shall it be deemed to be for the benefit of any third party, including, without limitation, Lessee. This Guaranty and all obligations of Guarantor hereunder shall be binding upon the successors and assigns of Guarantor (including, a debtor-in-possession on behalf of Guarantor) and shall, together with the rights and remedies of Lessor hereunder, inure to the benefit of Lessor, all future holders of any instrument evidencing any of the Obligations and its successor and assigns. No sales, participations, assignments, transfers or other dispositions of any agreement governing or instrument evidencing the Obligations or any portion thereof or interest therein shall in any manner affect the rights of Lessor or its successors and assigns hereunder. Guarantor may not assign, sell, hypothecate or otherwise transfer any interest in or obligation under this Guaranty.

15. No Liability for Constituent Person . Notwithstanding anything to the contrary contained herein, no present or future Constituent Person (as defined below) in Guarantor, nor any present or future, direct or indirect, shareholder, officer, director, employee, trustee, beneficiary, advisor, member, partner, principal, participant or agent of or in Guarantor or of or in any person or entity that is or becomes a Constituent Member in Guarantor, shall have any personal liability, directly or indirectly, under or in connection with this Guaranty, or any

~~4850-8267-7104.4~~

~~STORE/Ampco~~

~~Guaranty~~

~~3 Properties in PA and IN~~

~~File No.: 7210/02-637~~

amendment or amendments to any of the foregoing made at any time or times hereafter, and Lessor on behalf of itself and its successors and assigns, hereby waives any and all such personal liability. For purposes hereof, “ Constituent Person ” means any direct member, partner or shareholder in Guarantor and any individual, corporation, partnership, limited liability company, joint venture, estate, trust, or unincorporated association, that, directly or indirectly through one or more other partnerships, limited liability companies, corporations or other entities is a member, partner or shareholder in Guarantor or owns an interest in Guarantor.

16. Severability . If any provision of this Guaranty is unenforceable, the enforceability of the other provisions shall not be affected and they shall remain in full force and effect. Guarantor agrees to take such reasonable action and to sign such other reasonable documents as may be reasonably required to carry out the intent of this Guaranty. This Guaranty may be executed in one or more counterparts, each of which shall be deemed an original.

17. WAIVER OF JURY TRIAL . LESSOR, BY ACCEPTING THIS GUARANTY, AND GUARANTOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT THEY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY AND ALL ISSUES PRESENTED IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY LESSOR OR GUARANTOR AGAINST ANY PARTY OR THEIR SUCCESSORS WITH RESPECT TO ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS GUARANTY, THE RELATIONSHIP OF LESSOR, LESSEE AND/OR GUARANTOR, LESSEE’S USE OR OCCUPANCY OF THE PROPERTIES, AND/OR ANY CLAIM FOR INJURY OR DAMAGE, OR ANY EMERGENCY OR STATUTORY REMEDY. THIS WAIVER BY LESSOR AND GUARANTOR OF ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY HAS BEEN NEGOTIATED AND IS A MATERIAL INDUCEMENT FOR LESSOR ACCEPTING THIS GUARANTY. FURTHERMORE, LESSOR, BY ACCEPTING THIS GUARANTY, AND GUARANTOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT THEY MAY HAVE TO SEEK PUNITIVE, CONSEQUENTIAL, SPECIAL AND INDIRECT DAMAGES FROM THE OTHER PARTY OR ANY OF THE OTHER PARTY’S AFFILIATES, OFFICERS, DIRECTORS, MANAGERS, MEMBERS OR EMPLOYEES OR ANY OF THEIR SUCCESSORS WITH RESPECT TO ANY AND ALL ISSUES PRESENTED IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT WITH RESPECT TO ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS GUARANTY OR ANY DOCUMENTS CONTEMPLATED HEREIN OR RELATED HERETO. THIS WAIVER BY LESSOR AND GUARANTOR OF ANY RIGHT THEY MAY HAVE TO SEEK PUNITIVE, CONSEQUENTIAL, SPECIAL AND INDIRECT DAMAGES HAS BEEN NEGOTIATED BY THE PARTIES AND IS AN ESSENTIAL ASPECT OF THEIR BARGAIN.

18. Final Agreement . This Guaranty represents the final agreement between Lessor and Guarantor and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements. Guarantor covenants and agrees that there are no unwritten oral agreements between Lessor and Guarantor and all prior or contemporaneous agreements, understandings, representations, and statements, oral or written, are merged into this Guaranty. Neither this Guaranty nor any provision hereof may be waived, modified, amended, discharged, or terminated except by an agreement in writing signed by the party against which the enforcement of such waiver, modification, amendment, discharge, or termination is sought, and then only to the extent set forth in such agreement.

~~4850-8267-7104.4~~

~~STORE/Ampco~~

~~Guaranty~~

~~3 Properties in PA and IN~~

~~File No.: 7210/02-637~~

19. Securitizations; Other . As a material inducement to Lessor’s willingness to complete the Transaction contemplated by the Lease and the other Transaction Documents, Guarantor hereby acknowledges and agrees that Lessor may, from time to time and at any time (a) advertise, issue press releases, send direct mail or otherwise disclose information regarding the Transaction for marketing purposes all subject to receipt of Guarantor’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); and (b) (i) act or permit another Person to act as sponsor, settler, transferor or depositor of, or a holder of interests in, one or more Persons or other arrangements formed pursuant to a trust agreement, indenture, pooling agreement, participation agreement, sale and servicing agreement, limited liability company agreement, partnership agreement, articles of incorporation or similar agreement or document; and (ii) permit one or more of such Persons or arrangements to offer and sell stock, certificates, bonds, notes, other evidences of indebtedness or securities that are directly or indirectly secured, collateralized or otherwise backed by or represent a direct or indirect interest in whole or in part in any of the assets, rights or properties described in Section 14.01 of the Lease, in one or more Persons or arrangements holding such assets, rights or properties, or any of them (collectively, the “ Securities ”), whether any such Securities are privately or publicly offered and sold, or rated or unrated (any combination of which actions and transactions described in both clauses (i) and (ii) in this paragraph, whether proposed or completed, are referred to in the Lease as a “ Securitization ”). At no additional expense to Guarantor, Guarantor shall cooperate fully with Lessor and any Affected Party with respect to all reasonable requests and due diligence procedures and to use reasonable efforts to facilitate such Securitization.

[Remainder of page intentionally left blank; signature page to follow]

~~4850-8267-7104.4~~

~~STORE/Ampco~~

~~Guaranty~~

~~3 Properties in PA and IN~~

~~File No.: 7210/02-637~~

IN WITNESS WHEREOF, the undersigned Guarantor has executed this Guaranty effective as of the date set forth in the introductory paragraph of this Guaranty.

GUARANTOR :

AMPCO-PITTSBURGH CORPORATION , a Pennsylvania corporation

By: /s/ Michael G. McAuley

Name: Michael G. McAuley

Title: Senior Vice President, Chief Financial

Officer and Treasurer

COMMONWEALTH OF PENNSYLVANIA )
) ss.
COUNTY OF ALLEGHENY )

The foregoing instrument was acknowledged before me this 27 ^th day of September 2018, by Michael G. McAuley, as Senior Vice President, Chief Financial Officer and Treasurer of Ampco-Pittsburgh Corporation, a Pennsylvania corporation, on behalf of the corporation.

/s/ Sharon L. Connolly

Notary Public

My Commission Expires:

COMMONWEALTH OF PENNSYLVANIA

NOTARIAL SEAL

Sharon L. Connolly, Notary Public

City of Pittsburgh, Allegheny County

My Commission Expires May 5, 2019

MEMBER, PENNSYLVANIA ASSOCIATION OF NOTARIES

~~4850-8267-7104.4~~

~~STORE/Ampco~~

~~Guaranty~~

~~3 Properties in PA and IN~~

~~File No.: 7210/02-637~~

ACCEPTED BY:

STORE CAPITAL ACQUISITIONS, LLC , a Delaware limited liability company

By: /s/ Michael T. Bennett

Name: Michael T. Bennett

Title: Executive Vice President and General

Counsel

~~4850-8267-7104.4~~

~~STORE/Ampco~~

~~Guaranty~~

~~3 Properties in PA and IN~~

~~File No.: 7210/02-637~~

SCHEDULE I

DOCUMENTS

Lease.

2.	Any other document, agreement, instrument or certificate contemplated by the Lease now or hereafter entered into between Lessor and Lessee, or any other documents, agreements, instruments or certificates now or hereafter entered into between Lessor and Lessee with respect to the Lease.

3.	Any amendment of the foregoing documents, agreements, instruments or certificates now or hereafter entered into between Lessor and Lessee.

~~4850-8267-7104.4~~

~~STORE/Ampco~~

~~Guaranty~~

~~3 Properties in PA and IN~~

~~File No.: 7210/02-637~~

Exhibit 10.3

THIRD AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT

This Third Amendment to Revolving Credit and Security Agreement (this "Third Amendment") is dated this 28 ^th day of September, 2018, by and among AIR & LIQUID SYSTEMS CORPORATION, a Pennsylvania corporation ("ALS"), UNION ELECTRIC STEEL CORPORATION, a Pennsylvania corporation ("UES"), ALLOYS UNLIMITED AND PROCESSING, LLC, a Pennsylvania limited liability company ("Alloys"), AKERS NATIONAL ROLL COMPANY, a Delaware corporation ("National Roll"), AKERS SWEDEN AB, a company duly incorporated and organized under the laws of Sweden with registration number 556031-8080 ("Akers Sweden"), AKERS AB, a company duly incorporated and organized under the laws of Sweden with registration number 556153-4792 ("Akers AB") (Akers Sweden and Akers AB are, each a "Swedish Borrower" and collectively, the "Swedish Borrowers"), UNION ELECTRIC STEEL UK LIMITED, a limited liability company organized under the laws of England and Wales with registered company number 00162966 (the "UK Borrower"), and ASW Steel Inc., an Ontario corporation ("ASW")(ALS, UES, Alloys, National Roll, the Swedish Borrowers, the UK Borrower, ASW and each Person joined hereto as a borrower from time to time, are collectively, the "Borrowers", and each a "Borrower"), the Guarantors (as defined therein) party hereto, the LENDERS (as defined therein) party hereto, and PNC BANK, NATIONAL ASSOCIATION, in its capacity as agent for the Lenders (hereinafter referred to in such capacity as the "Agent").

W I T N E S S E T H :

WHEREAS, the Borrowers (other than ASW), the Guarantors, the Lenders and the Agent entered into that certain Revolving Credit and Security Agreement, dated effective as of May 20, 2015, by and among the Borrowers (other than ASW), the Guarantors, the Lenders and the Agent, as amended by that certain: (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; and (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 (as further amended, modified, supplemented, extended, renewed or restated from time to time, the "Credit Agreement"); and

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

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

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

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

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

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

" Third Amendment Closing Date " shall mean September 28, 2018.

3. 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:

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

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

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LEVEL	AVERAGE UNDRAWN AVAILABILITY	APPLICABLE MARGINS FOR LIBOR RATE LOANS	APPLICABLE MARGINS FOR DOMESTIC RATE LOANS
1	≥66% of the Maximum Revolving Advance Amount	1.75%	0.75%
2	<66% and ≥33% of the Maximum Revolving Advance Amount	2.00%	1.00%
3	<33% of the Maximum Revolving Advance Amount	2.25%	1.25%

The Applicable Margin as of the Third Amendment Closing Date shall be based upon the percentages associated with Level 2 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 Third 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, 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

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the occurrence of any Event of Default (including, if applicable, any Event of Default arising from a breach of Section 9.9 hereof) and/or the effectiveness of the Default Rate provisions of Section 3.1 hereof or the default fee rate provisions of Section 3.2 hereof.

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

" Other Documents " shall mean the Note, the Perfection Certificates, any Guaranty, any Pledge Agreement, any Lender-Provided Interest Rate Hedge, any Lender-Provided Foreign Currency Hedge, the Canadian Security Documents, the UK

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Security Documents, the Swedish Security Documents, the Certificate of Beneficial Ownership, and any and all other agreements, instruments and documents, including intercreditor agreements, guaranties, pledges, powers of attorney, consents, interest or currency swap agreements or other similar agreements and all other writings heretofore, now or hereafter executed by any Borrower or any Guarantor and/or delivered to Agent or any Lender in respect of the transactions contemplated by this Agreement, in each case together with all extensions, renewals, amendments, supplements, modifications, substitutions and replacements thereto and thereof .

4. Section 5.18 of the Credit Agreement is hereby deleted in its entirety and in its stead is inserted the following:

Section 5.18

Certificate of Beneficial Ownership . The Certificate of Beneficial Ownership executed and delivered to the Agent on or prior to the Third Amendment Closing Date, as updated from time to time, in accordance with this Agreement, is accurate, complete and correct as of the date of the Third Amendment Closing Date and as of the date any such update is delivered. Each Borrower acknowledges and agrees that the Certificate of Beneficial Ownership is one of the Other Documents.

5. Section 6.12 of the Credit Agreement is hereby deleted in its entirety and in its stead is inserted:

Section 6.12

Certification of Beneficial Ownership and Other Additional Information .

The Borrowing Agent (for itself and the other Borrowers) shall provide: (i) confirmation of the accuracy of the information set forth in the most recent Certificate of Beneficial Ownership provided to the Agent, as and when requested by the Agent; (ii) a new Certificate of Beneficial Ownership to the Agent when the individual(s) identified as a controlling party and/or a direct or indirect individual owners on the most recent Certificate of Beneficial Ownership provided to the Agent have changed; and (iii) such other information and documentation as may reasonably be requested by the Agent or any Lender from time to time for purposes of compliance by the Agent and the Lenders with applicable laws (including without limitation the USA Patriot Act and other "know your customer" and anti-money laundering rules and regulations), an any policy or procedure implemented by the Agent or any Lender to comply therewith.

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6. Schedules 1.1, 1.1(S)(1), 1.1(S)(2), 1.2, 1.3, 3.10, 4.4, 5.1, 5.2(a), 5.2(b), 5.4, 5.6, 5.7, 5.8(b)(i), 5.8(b)(ii), 5.8(d), 5.9, 5.10, 5.14, 5.24, 5.25, 5.26, 5.27 and 7.3 to the Credit Agreement are hereby deleted in their entirety and replaced by Schedules 1.1, 1.1(S)(1), 1.1(S)(2), 1.2, 1.3, 3.10, 4.4, 5.1, 5.2(a), 5.2(b), 5.4, 5.6, 5.7, 5.8(b)(i), 5.8(b)(ii), 5.8(d), 5.9, 5.10, 5.14, 5.24, 5.25, 5.26, 5.27 and 7.3 respectively, to the Credit Agreement attached hereto and made a part hereof as Exhibit B .

7. The provisions of Sections 2 through 6 of this Third Amendment shall not become effective until the Agent shall have received:

(a) this Third 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 all fees and expenses owed to the Agent, and the Agent's counsel in connection with this Third 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.

8. 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.

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

10. 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 Third Amendment and all such actions have been duly authorized by all necessary proceedings on its part, (ii) neither the execution and delivery of this Third 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 Third Amendment has been duly and validly executed and delivered by such Loan Party and constitutes the legal, valid and binding obligation of such Loan

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Party, enforceable against such Loan Party in accordance with its terms, except to the extent that enforceability of this Third 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.

11. 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 Third 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 Third Amendment.

12. 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.

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

14. This Third 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.

15. This Third 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 Third 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 Third Amendment on the day and year first above written.

BORROWERS:

WITNESS/ATTEST:

/s/ Sharon Connolly

AIR & LIQUID SYSTEMS CORPORATION , a Pennsylvania corporation

By: /s/ Rose Hoover

Name:Rose Hoover

Title: Executive Vice President

WITNESS/ATTEST:

/s/ Sharon Connolly

UNION ELECTRIC STEEL CORPORATION , a Pennsylvania corporation

By: /s/ Rose Hoover

Name:Rose Hoover

Title: Vice President

WITNESS/ATTEST:

/s/ Sharon Connolly

ALLOYS UNLIMITED AND PROCESSING, LLC , a Pennsylvania limited liability company

By: /s/ Rose Hoover

Name:Rose Hoover

Title: Vice President

WITNESS/ATTEST:

/s/ Sharon Connolly

AKERS NATIONAL ROLL COMPANY , a Delaware corporation

By: /s/ Rose Hoover

Name:Rose Hoover

Title: Vice President

WITNESS/ATTEST:

/s/ Carolina Jarenius

AKERS SWEDEN AB , a company duly incorporated and organized under the laws of Sweden

By: /s/ P.O. Gustafsson

Name:P.O. Gustafsson

Title: Managing Director

BORROWERS ( continued):

WITNESS/ATTEST:

/s/ Monica Önnestig

AKERS AB , a company duly incorporated and organized under the laws of Sweden

By: /s/ Guido Jeifetz

Name:Guido Jeifetz

Title: Managing Director

WITNESS/ATTEST:

/s/ Sharon Connolly

UNION electric steel uk limited , a limited liability company organized under the laws of England and Wales

By: /s/ Rose Hoover

Name:Rose Hoover

Title: Director

WITNESS/ATTEST:

/s/ Sharon Connolly

ASW Steel inc. , an Ontario corporation

By: /s/ Rose Hoover

Name:Rose Hoover

Title: Vice President

GUARANTORS:

WITNESS/ATTEST:

/s/ Sharon Connolly

ampco-pittsburgh corporation , a Pennsylvania corporation

By: /s/ Rose Hoover

Name:Rose Hoover

Title: President, Chief Administrative Officer and Assistant Secretary

WITNESS/ATTEST:

/s/ Sharon Connolly

ampco-pittsburgh securities v llc , a Delaware limited liability company

By: /s/ Rose Hoover

Name:Rose Hoover

Title: President

GUARANTORS (continued):

WITNESS/ATTEST:

/s/ Sharon Connolly

ampco-pittsburgh securities v investment corporation , a Delaware corporation

By: /s/ Rose Hoover

Name:Rose Hoover

Title: President

WITNESS/ATTEST:

/s/ Sharon Connolly

ampco ues sub, inc. , a Delaware corporation

By: /s/ Rose Hoover

Name:Rose Hoover

Title: President

WITNESS/ATTEST:

/s/ Sharon Connolly

FCEP delaware llc , a Delaware limited liability company

By: /s/ Rose Hoover

Name:Rose Hoover

Title: Executive Vice President

WITNESS/ATTEST:

/s/ Sharon Connolly

the davy roll company limited , a limited liability company organized under the laws of England and Wales

By: /s/ Rose Hoover

Name:Rose Hoover

Title: Director

WITNESS/ATTEST:

/s/ Sharon Connolly

ROLLS TECHNOLOGY INC., a Delaware corporation

By: /s/ Rose Hoover

Name:Rose Hoover

Title: Vice President


	AGENT AND LENDERS:
	PNC BANK, NATIONAL ASSOCIATION, As a Lender and as Agent
	By: /s/ David Thayer Name:David Thayer Title:Vice President The Tower at PNC Plaza 300 Fifth Avenue Pittsburgh, PA 15222 Revolving Commitment Percentage: 42.50% Revolving Commitment Amount $42,500,000.00

FIRST NATIONAL BANK OF PENNSYLVANIA, As a Lender

By: /s/ Anthony J. Leone

Name:Anthony J. Leone

Title:Senior Vice President

One North Shore Center, Suite 500

12 Federal Street

Pittsburgh, PA 15212

Revolving Commitment Percentage: 35.00%
Revolving Commitment Amount $35,000,000.00

CITIZENS BANK OF PENNSYLVANIA, As a Lender

By: /s/ Donald P. Haddad

Name: Donald P. Haddad

Title:Senior Vice President

525 William Penn Place

Pittsburgh, Pennsylvania 15219

Revolving Commitment Percentage: 22.50%
Revolving Commitment Amount $22,500,000.00

EXHIBIT A

PRELIMINARY CLOSING AGENDA

(See Attached)

EXHIBIT B

SCHEDULES

(See Attached)

Exhibit 31.1

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, J. Brett McBrayer, certify that:

I have reviewed this Form 10-Q of Ampco-Pittsburgh Corporation;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ J. Brett McBrayer

J. Brett McBrayer

Director and Chief Executive Officer

November 9, 2018

Exhibit 31.2

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Michael G. McAuley, certify that:

I have reviewed this Form 10-Q of Ampco-Pittsburgh Corporation;

(a)

(b)

(c)

(d)

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


/s/ Michael G. McAuley
Michael G. McAuley
Senior Vice President, Chief Financial Officer and Treasurer
November 9, 2018

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Ampco-Pittsburgh Corporation (the “Company”) on Form 10-Q for the period ended September 30, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

/s/ J. Brett McBrayer

J. Brett McBrayer

Director and Chief Executive Officer

November 9, 2018

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.


/s/ Michael G. McAuley
Michael G. McAuley
Senior Vice President, Chief Financial Officer and Treasurer
November 9, 2018