Item 1.01. Entry into a Material Definitive Agreement.

Equipment Financing Agreement

On September 29, 2022, Union Electric Steel Corporation ("UES"), a wholly owned subsidiary of Ampco-Pittsburgh Corporation ("Ampco"), and Clarus Capital Funding I, LLC ("Clarus Capital") entered into a Master Loan and Security Agreement (the "Master Loan Agreement"), pursuant to which UES can borrow, from time to time, up to $20,000,000 for acquisition financing (including progress payments and reimbursement of deposits) by UES of certain equipment (the "Equipment"), each constituting a secured loan transaction (each, a "Term Loan"). UES's obligation to repay each Term Loan will be evidenced by a term note (each, a "Term Note"), which will have a term of 84 months in arrears fully amortizing and will commence on the date of the Term Note. Interest on progress payments and reimbursement of deposits will accrue at an annual fixed rate of 8.00%, payable monthly. Interest on each Term Loan will accrue at a fixed rate to be calculated by Clarus Capital as like-term swap rate, as reported in ICE Benchmark, or such other information service available to Clarus Capital, for the week ending immediately prior to the commencement date for such Term Note, plus 4.50%.

The Term Loans and Term Notes will be secured by a first priority security interest in and to all of UES's rights, title and interests in the Equipment.

In accordance with the Master Loan Agreement, Ampco delivered an unconditional guaranty of payment and performance of the obligations of UES under the Master Loan Agreement to Clarus Capital (the "Guaranty").

The financing to be provided under the Master Loan Agreement will be used to finance the Ampco's previously announced capital expenditure project. All of the equipment will be domiciled in the United States.

The foregoing descriptions of the Master Loan Agreement and the Guaranty do not purport to be a complete description of the parties' rights and obligations under the Master Loan Agreement and the Guaranty. The above descriptions are qualified in their entirety by reference to the complete Master Loan Agreement and the Guaranty, copies of are filed herewith.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an


           Off-Balance Sheet Arrangement of a Registrant.

To the extent applicable, the information included in Item 1.01 under the heading "Equipment Financing Agreement" is incorporated by reference into this Item 2.03

Item 9.01. Financial Statements and Exhibits.





  (d) Exhibits.



10.1†      Master Loan and Security Agreement between Union Electric Steel
         Corporation and Clarus Capital Funding I, LLC, dated September 29, 2022,
         filed herewith.

10.2†      Guaranty made by Ampco-Pittsburgh Corporation to Clarus Capital Funding
         I, LLC, and dated September 29, 2022, filed herewith.

104      Cover Page Interactive Data File (embedded within the Inline XBRL
         document) † Certain exhibits and schedules have been omitted pursuant to
         Item 601(a)(5) of Regulation S-K and will be provided to the Securities
         and Exchange Commission upon request.

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