[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

[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 provisions set forth in this Agreement, all employer and employee contributions to such programs have been made. No Acquired Subsidiary is or has at any time been the employer, or “connected with” or an “associate of” (as those terms are used in the UK Pensions Act 2004) the employer of a UK defined benefit pension plan. No Employee ordinarily working in the UK has the right as a result of a transfer pursuant to the UK Transfer of Undertakings (Protection of Employment) Regulations 2006 to any retirement benefits payable on or after the Closing Date calculated on a defined benefit basis.

[Schedule 4.6(c)] sets forth the Contracts entered into between the Seller Entities and the Significant Customers to the extent that formal Contracts exist.

[Schedule 1.1] of the Credit Agreement is hereby amended and restated in its entirety with [Schedule 1.1] attached hereto.

[Schedule 3.2(a)] accurately and completely sets forth the capital structure of each Group Company, including the number of shares of capital stock or other equity interests which are authorized and which are issued and outstanding. All of the Units and any other issued and outstanding shares of capital stock or other equity interests of each Group Company are # except to the extent such concepts are not applicable under the applicable Law of such Group Company’s jurisdiction of incorporation, formation or organization (as applicable) or other applicable Law, duly authorized and validly issued and are fully paid and non-assessable, # are held of record by the Persons and in the amounts set forth on [Schedule 3.2(a)], and (iii) were not issued or acquired by the holders thereof in violation of any Law, contract or the preemptive rights of any Person.

[Schedule 3.2(c)] sets forth the name, owner, jurisdiction of incorporation, formation or organization (as applicable) and percentages of outstanding equity securities owned by each Group Company, with respect to each Person (other than a Group Company) that has issued capital stock or other equity interests owned by such Group Company.

Vesting Schedule. Beginning with the fiscal quarter in which the Grant Date occurs, 25% of the RSUs shall vest on the last day of each quarter of the fiscal year in which the Grant Date occurs (i.e., at the end of April, July, October and January) and any remaining RSUs shall become fully vested on the last day of the fiscal year in which the Grant Date occurs (the “Final Vesting Date”).

Vesting Schedule. Except and to the extent provided in paragraphs 7(c) and (d), nothing in this paragraph 7 shall alter the vesting schedule prescribed by paragraph 5.

[Schedule 1.1(a)] of the Existing Credit Agreement is hereby amended to add the following clause at the beginning of the parenthetical in [section (a)(ii)]: