Amendment to [Schedule 4.2] [[Exhibit A]], The investment guidelines attached as [Schedule 4.2] to the Agreement are hereby replaced in their entirety with the investment guidelines attached hereto.

[Schedule 4.14] sets forth a true and complete list of all insurance maintained by the Borrower and its Subsidiaries as of the Closing Date. As of the Closing Date, such insurance is in full force and effect and all premiums have been duly paid to the extent due.

[Schedule 4.7(a)] of the Disclosure Schedules set forth a list and brief description of every lease or agreement (including in each the name of the lessee and lessor, the monthly rentals payable, the expiration dates thereof, the details of any options to renew and to purchase thereunder, the property covered thereby, and whether any action, consent or notice is required as a result of this Agreement) under which ​ is a lessee of, or primarily or secondarily liable under, or holds or operates, any personal property owned by a third party and used in the Business (the “Personal Property Leases”).

[Schedule 4.9(a)] of the Disclosure Schedules contains a list of each material benefit, retirement, employment, consulting, compensation, incentive, bonus, stock option, restricted stock, stock appreciation right, phantom equity, change in control, severance, vacation, paid time off, welfare and fringe-benefit agreement, plan, policy and program in effect and covering one or more Employees, former employees of the Business, current or former directors of the Business or the beneficiaries or dependents of any such Persons, and is maintained, sponsored, contributed to, or required to be contributed to by ​, or under which ​ has any material liability for premiums or benefits (as listed on [Schedule 4.9(a)] of the Disclosure Schedules, each, a “Benefit Plan”).

[Schedule 4.6(b)] sets forth a complete and accurate description, with respect to each of the actions, suits, or proceedings with asserted liabilities in excess of, or that could reasonably be expected to result in liabilities in excess of, ​ that, as of the Closing Date, is pending or, to the knowledge of Borrower, after due inquiry, threatened against Parent, any Loan Party or any of their respective Subsidiaries, of # the parties to such actions, suits, or proceedings, # the nature of the dispute that is the subject of such actions, suits, or proceedings, # the procedural status, as of the Closing Date, with respect to such actions, suits, or proceedings, and # whether any liability of the Loan Parties, Parent and their respective Subsidiaries in connection with such actions, suits, or proceedings is covered by insurance.

[Schedule 4.8(b)] sets forth a list of each Contract pursuant to which the Target Companies lease an item of Personal Property that involves annual payments in excess of ​ (whether capital, operating or otherwise, the “Personal Property Leases”). The Sellers and/or the Target Companies have made available to the Buyer prior to the date hereof, true, correct and complete copies of the Personal Property Leases.

[Schedule 4.12(a)] sets forth a true and complete list of all domestic, foreign or multinational # patents and patent applications, # trademark and service mark registrations and applications for registration thereof, # copyright, mask work, and design registrations and applications for registration thereof and # internet domain name registrations, in each case owned by a Seller Entity and included in the Acquired Intellectual Property (collectively, the “Registered Intellectual Property”). Each registration, filing, issuance and/or application in respect of each item of Registered Intellectual Property # has not been abandoned or canceled, # has been maintained by all requisite filings, renewals and payments, # remains in full force and effect and # is valid and enforceable.

[Schedule 4.14(a)] sets forth a complete and correct list of all Employee Benefit Plans that are sponsored, maintained or contributed by the Seller Entities for or on behalf of any of any current or former Employees, directors or officers, including any dependents or beneficiaries thereof and each Employee Benefit Plan in which any current Employees participate (each, a “Sellers Employee Benefit Plan”).

[Schedule 4.14(g)] lists each International Plan (other than those International Plans sponsored, maintained or contributed to by Beck Aluminum and other than those International Plans that are mandated by applicable Law). With respect to each International Plan, except as would not, individually or in the aggregate, be material to the applicable Acquired Subsidiary that sponsors, maintains or contributes to such International Plan, # all employer and employee contributions to each International Plan required by Law or by the terms of such International Plan have been made, or, if applicable, accrued in accordance with normal accounting practices and a pro rata contribution for the period prior to and including the Effective Date has been made or accrued and # where employees outside the United States may be subject to statutory social insurance schemes or similar government-sponsored social insurance programs, # the Acquired Subsidiaries have registered their employees within these programs and correctly classified them and, # without limiting other

[Schedule 4.9(a)] lists each Real Property Lease. The Sellers have delivered or made available to Buyer complete and accurate copies of each of the Real Property Leases described on [Schedule 4.9(a)], and none of such Real Property Leases have been modified, except to the extent that such modifications are disclosed by the copies delivered or made available to Buyer. Each Real Property Lease is in full force and effect against the applicable Target Company, and, to the Knowledge of the Sellers, each other party thereto. Each Real Property Lease is the valid and legally binding obligation of the applicable Target Company. No Target Company, nor to the Knowledge of the Sellers, any other party to a Real Property Lease, is in material default under any Real Property Lease. No written notice of default under any Real Property Lease has been sent or received by any Target Company that is not currently resolved. No condition exists which, but for the giving of notice or the passage of time, or both, would constitute a default by any Target Company or, to the Knowledge of the Sellers, any other party pursuant to any Real Property Lease. No pending Proceeding or Order exists against any Target Company or, to the Knowledge of the Sellers, any other Person, which would require the repair, alteration or correction of any existing condition of any portion of any Leased Real Property. No Target Company has received any written notice from any Governmental Body that any of the improvements on the Leased Real Property or any Target Company’s use of the Leased Real Property violates any use or occupancy restrictions, any covenant of record or any zoning or building Legal Requirement (except that, notwithstanding the foregoing, all representations and warranties regarding compliance with Environmental Laws shall be governed solely by [Section 4.18], below). All of the Leased Real Property has access to a public road and to all utilities necessary for the operation of the Business as currently conducted. With respect to each Real Property Lease set forth or required to be set forth on [Schedule 4.9(a)]: