Reference is made to the Intercreditor Agreement dated as of January 8, 2015, among General Electric Capital Corporation, as North America ABL Agent; Wilmington Trust, National Association, as Notes Collateral Trustee; Real Alloy Intermediate Holding, LLC; the Issuer; and the Guarantors from time to time party thereto, as it may be amended from time to time in accordance with the Indenture (the “Intercreditor Agreement”), the DIP Order and the DIP Documents. Each Holder, by its acceptance of a Note, # consents to the subordination of Liens provided for in the Intercreditor Agreement (as modified by the DIP Order) and the terms, conditions, rights and priorities set forth in the DIP Order and DIP Documents, # agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement (as modified by the DIP Order), the DIP Order and the DIP Documents and # authorizes and instructs the Trustee and the Notes Collateral Trustee to enter into the DIP Documents, as applicable, as Trustee and Notes Collateral Trustee, respectively, and on behalf of such Holder. If and to the extent that any provision of this Indenture limits, qualifies or conflicts with a provision of the DIP Order or DIP Documents, such provision of the DIP Order or DIP Documents shall control. The foregoing provisions are intended as an inducement to the holders of Lenders Debt, New Money DIP Notes, and Roll-Up Notes to extend credit and such holders are intended third party beneficiaries of such provisions and the provisions of the Intercreditor Agreement (as modified by the DIP Order), DIP Order and DIP Documents.

Subject to the terms, conditions, and priorities set forth in the DIP Facility Order, the DIP Facility Claims shall be deemed to be Allowed in the full amount due and owing under the DIP Facility as of the Effective Date. In full satisfaction of and in exchange for each DIP Facility Claim, each holder of a DIP Facility Claim shall receive its Pro Rata share of the DIP Equity Recovery. Such treatment shall render each DIP Facility Claim satisfied in full on the Effective Date, consistent with the terms of the DIP Facility Loan Agreement and the RSA. For the avoidance of doubt: # any and all fees, interest paid in kind, and accrued but unpaid interest and fees arising under the DIP Facility Loan Agreement shall be satisfied in full upon the receipt of the DIP Equity Recovery by the holders of the DIP Facility Claims pursuant to this Article II.B; and # the accrual and satisfaction of such fees and interest shall not reduce in any way the Supporting Common Interest Holders’ obligations to fund the full amount of the Capital Equity Investment pursuant to the RSA and Article IV.C of the Plan.

Financing. Purchaser shall have at the Closing sufficient cash or other sources of immediately available funds for the payment of the Closing Date Payment on the Closing Date (assuming the satisfaction in full of all conditions to funding and the conditions set forth in Sections 7.1 and 7.2).

Financing. Lender shall fund the portion of the Loan that Lender has agreed to fund under the terms of the documents evidencing the Loan other than a failure to fund that is a result of or on account of ​’s failure to comply with any of the terms of the Approved Loan Documents necessary for the Loan to be funded in accordance therewith.

Financing. The Option Holder has sufficient funds available to it to purchase all of the Purchase Shares pursuant to this Agreement.

the DIP Financing (to the extent provided by a First Lien Secured Party, provided that the restrictions set forth in Section 10.4 hereof shall not apply with respect to any such DIP Financing) is treated as First Lien Debt hereunder,

“DIP Financing” shall have the meaning set forth in Section 7.2(a) hereof.

First Lien Agent does not oppose or object to such use of cash collateral or DIP Financing,

“New Money DIP Notes Documents” means the New Money DIP Note Purchase Agreement and the “Note Purchase Documents” as defined in the New Money DIP Note Purchase Agreement, as such Note Purchase Documents are amended, modified, supplemented or restated from time to time.

incurred by it relating to or in connection with any Security Document, the DIP Order, any DIP Document, or this Indenture;

“DIP Facility Lenders” means the Supporting Common Interest Holders, in their capacity as lenders party to the DIP Facility Loan Agreement.

“DIP Loan” means any interest in a loan or financing facility with a DBRS Rating or for which a Credit Estimate has been requested # which is an obligation of a debtor-in-possession as described in Section 1107 of the Bankruptcy Code or a trustee (if appointment of such trustee has been ordered pursuant to Section 1104 of the Bankruptcy Code) (a “Debtor”) organized under the laws of the United States or any State therein; # which is paying interest on a current basis; and # the terms of which have been approved by an order of the United States Bankruptcy Court, the United States District Court, or any other court of competent jurisdiction, the enforceability of which order is not subject to any pending contested matter or proceeding (as such terms are defined in the Federal Rules of Bankruptcy Procedure) and which order provides that # such DIP Loan is secured by liens on the Debtor’s otherwise unencumbered assets pursuant to Section 364(c)(2) of the Bankruptcy Code; # such DIP Loan is secured by liens of equal or senior priority on property of the Debtor’s estate that is otherwise subject to a lien pursuant to Section 364(d) of the Bankruptcy Code; # such DIP Loan is secured by junior liens on the Debtor’s encumbered assets and such DIP Loan is fully secured based upon a current valuation or appraisal report; or # if the DIP Loan or any portion thereof is unsecured, the repayment of such DIP Loan retains priority over all other administrative expenses pursuant to Section 364(c)(1) of the Bankruptcy Code (provided, in the case of this clause (d), that notice has been provided to DBRS prior to the acquisition of such loan).

“DIP Facility” means that certain $85 million multiple draw non-amortizing senior secured term loan debtor-in-possession credit facility under the DIP Facility Loan Agreement.

Sufficient Capital and Financing. Purchaser currently has (and will continue to have at Closing) adequate capital and readily available committed financing to consummate the transactions contemplated by this Agreement and to fulfill all of Purchaser’s obligations hereunder, including, without limitation, the payment of the Deposit, the payment of the obligations under [Section 2.5(a)(ii)(A)] hereof, the payment of the amounts under Promissory Note and the payment of the obligations under Section 7.6 hereof and the payment of the Assumed Obligations. True and correct copies of documentary evidence of such capital and readily available committed financing are attached as [Schedule 5.8] of the Disclosure Schedules. True and correct copies of the personal balance sheet of ​ are also attached as [Schedule 5.8] of the Disclosure Schedules.

From the date hereof until the date that is the 12-month anniversary of the Effective Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof (a “Subsequent Financing”), each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing.

repurchase obligations arising in the ordinary course of business with respect to U.S. Government Securities;

Prepayments of Junior Financing. Make any voluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of # Indebtedness in excess of the Threshold Amount that is secured on a contractually junior basis to the Liens securing the Term Loans, # any Indebtedness in excess of the Threshold Amount that is contractually subordinated in right of payments to the Obligations or # any Indebtedness in excess of the Threshold Amount that is unsecured ((x), (y) and (z) collectively, “Junior Financing”) (it being understood that # payments of regularly scheduled principal and interest, # customary “AHYDO catchup” payments and # payments or notices with respect to mandatory redemption, prepayment or offer to purchase or redeem provisions, in each case, shall be permitted), except # so long as no Event of Default has occurred and is continuing or would result therefrom, prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed, when combined with the aggregate amount of Investments made pursuant to [Section 7.02(f)] and Restricted Payments pursuant to ‎[Section 7.06(d)], $100,000,000 in any fiscal year (provided that any unused portion may be carried forward to the immediately succeeding fiscal year), # so long as no Event of Default has occurred and is continuing or would result therefrom, prepayments, redemptions, or purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an unlimited amount so long as the Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 4.00 to 1.00, # the refinancing thereof with the Net Proceeds of any Indebtedness permitted by [Section 7.03(k), (iv)])] the purchase, payment, prepayment or redemption of any other Junior Financing (including any fees, expenses or charges related to such purchase, payment, prepayment or redemption of a Junior Financing) with the Net Cash Proceeds of any Equity Issuance so long as such Net Cash Proceeds are used to make such purchase, payment, prepayment or redemption (including any related fees, expenses or charges) within 120 days of the receipt of such Net Cash Proceeds by the Borrower or any Subsidiary to the extent such Net Cash Proceeds are not otherwise applied and # the redemption of the Existing Notes on the Closing Date.

“Roll-Up Notes Obligations” means all “Obligations” as defined in Pre-Petition Indenture, to the extent arising in connection with the Roll-Up Notes and all Roll Up DIP Notes Obligations (as defined in the DIP Order).