Exhibit 10.2

PERSONAL AND CONFIDENTIAL

October 17, 2014

Signature Group Holdings, Inc.
15301 Ventura Blvd., Suite 400
Sherman Oaks, CA  91403

Attention:  Craig Bouchard, Chairman and Chief Executive Officer

Commitment Letter

Ladies and Gentlemen:

Goldman Sachs Bank USA (“Goldman Sachs”), Deutsche Bank Securities Inc. (“DBSI” and, together with Goldman Sachs, the “Arrangers”), Deutsche Bank AG Cayman Islands Branch (“DB Cayman” and, together with DBSI and Goldman Sachs, collectively the “Initial Lenders”; DB Cayman and DBSI, collectively, “Deutsche Bank”; each of Goldman Sachs and Deutsche Bank, a “Commitment Party” and, collectively, the “Commitment Parties”, “we” or “us”) are pleased to confirm the arrangements under which (i) Goldman Sachs and DBSI are authorized by Signature Group Holdings, Inc. (“Signature”, “you” or “Parent”) to act as a co-lead arranger, co-bookrunner and co-syndication agent with Goldman Sachs having the “left” placement in any and all marketing materials or other documentation and holding the leading role and responsibilities conventionally associated with such “left” placement in connection with, (ii) Goldman Sachs is exclusively authorized by Signature to act as administrative agent in connection with, and (iii)  each of Goldman Sachs and DB Cayman severally but not jointly commit to provide a portion of the financing for, certain transactions described herein, in each case on the terms and subject to the conditions set forth in this letter and the attached Annexes A, B and C hereto (collectively, this “Commitment Letter”).

You have informed us that a newly formed wholly-owned domestic subsidiary of Signature (the “Borrower”) intends to acquire (the “Acquisition”) the Global Recycling and Specification Alloys business of Aleris Corporation and its subsidiaries (the “Acquired Business”) from subsidiaries of Aleris Corporation (the “Seller”).  You have also informed us that the Acquisition and related working capital requirements of the Borrower (including the Acquired Business) after consummation of the Acquisition will be financed from the following sources:

Each of Goldman Sachs and DBSI is pleased to confirm its agreement to act, and you hereby appoint each of Goldman Sachs and DBSI to act, as co-lead arranger, co-bookrunner and co-syndication agent in connection with the Facility; it being agreed that Goldman Sachs shall have the “left” placement in any and all marketing materials or other documentation in connection with the Facility and holding the leading role and responsibilities conventionally associated with such “left” placement.  Goldman Sachs is pleased to confirm its agreement to act, and you hereby appoint Goldman Sachs to act, as administrative agent (the “Administrative Agent”) for the Facility.  Goldman Sachs is pleased to commit to provide the Borrower 50% of the Bridge Loans and DB Cayman is pleased to commit to provide the Borrower 50% of the Bridge Loans, in each case on the terms and subject to the conditions contained in this Commitment Letter and the Fee Letter (referred to below).  Our fees for our commitment and for services related to the Facility are set forth in a separate fee letter (the “Fee Letter”) entered into by Signature, Goldman Sachs and Deutsche Bank on the date hereof.

2

The Initial Lenders’ commitments to fund the Facility on the Closing Date and agreements of the Arrangers to perform the services described herein are subject to (i) since December 31, 2013 through the date of the Acquisition Agreement, there not having been any change, event or effect (each an “Effect”) that, individually or in the aggregate with other Effects, (x) has had, or would reasonably be expected to have, a material adverse effect on the assets, liabilities, operations, business, financial condition or results of operations of the Acquired Business (taken as a whole) (a “Material Adverse Effect”); provided, however, that no Effect shall be considered when determining whether a Material Adverse Effect has occurred to the extent such Effect resulted or arose from any of the following:  (a) any action taken or omission to act with the consent or upon the request of Borrower (including any action taken or omission to act which is expressly required by the Transaction Documents (as defined in the Acquisition Agreement as in effect on the date hereof)); (b) any change or development in general economic conditions in the industries, markets or geographies in which the Acquired Business operates; (c) any change in law or GAAP or the interpretation or enforcement of any of the foregoing; (d) any failure of the Acquired Business to meet, with respect to any period or periods, any internal forecasts or projections, estimates of earnings or revenues or business plans; provided, that this clause (d) shall not prevent a determination that any Effect underlying such failure to meet forecasts or projections has resulted in a Material Adverse Effect (to the extent such Effect is not otherwise excluded from this definition of Material Adverse Effect); (e) any man made or natural disaster, change in the weather or climate, act of war (whether or not declared), armed hostilities or terrorism, change in political environment or any escalation or worsening thereof or actions taken in response thereto; (f) the negotiation, execution, delivery, performance, consummation, potential consummation or public announcement of the Acquisition Agreement or the transactions contemplated by the Acquisition Agreement, including any action resulting therefrom or with respect thereto, and any adverse change in customer, governmental, vendor, employee, union, supplier or similar relationships resulting therefrom or with respect thereto, including as a result of the identity of the Borrower or any of its affiliates; (g) any change or development in financial, credit, currency or securities markets, general economic or business conditions, or political, social or regulatory conditions; or (h) any fluctuations in currency or prevailing interest rates, but in the case of clauses (b), (c), (e) and (g) only to the extent any such Effects do not, individually or in the aggregate, have a materially disproportionate adverse impact on the Acquired Business relative to other persons in the industries in which the Acquired Business operates or (y) would materially impair or delay the ability of Aleris Corporation and Seller to perform their obligations under the Acquisition Agreement or to consummate the transactions contemplated thereby, (ii) no Effect shall have occurred since the date of the Acquisition Agreement that has had, or would reasonably be expected to have, individually or in the aggregate with other Effects, a Material Adverse Effect, in each case with respect to the Acquired Business and (iii) since June 30, 2014, there not having been any event that has resulted in or could reasonably be expected to result in a material adverse change in or effect on the general affairs, management, financial position, tax attributes, shareholders’ equity or results of operations of Signature and its subsidiaries (exclusive of the Acquired Business).  The Initial Lenders’ several commitments to fund their respective portions of the Facility on the Closing Date and the agreements of the Arrangers to perform the services described herein are also subject to the execution and delivery of appropriate definitive loan documents relating to the Facility including, without limitation, a bridge loan agreement, guarantees, security agreements,

3

pledge agreements, an intercreditor agreement and/or a collateral trust agreement, real property security agreements, opinions of counsel and other related definitive documents (collectively, the “Loan Documents”) that are substantially consistent with the terms set forth in this Commitment Letter and are otherwise reasonably acceptable to the Commitment Parties and you.  In addition, the Initial Lenders’ several commitments to fund their respective portions of the Facility on the Closing Date are conditioned upon and made subject to Signature having engaged one or more investment and/or commercial banks satisfactory to the Commitment Parties (collectively, the “Financial Institution”) on terms and conditions satisfactory to the Commitment Parties, as required under the terms of, and for the purposes set forth in, the Fee Letter.

Notwithstanding anything in this Commitment Letter, the Fee Letter, the Loan Documents or any other letter agreement or other undertaking concerning the financing of the acquisition of the Acquired Business to the contrary, (a) the only representations relating to the Acquired Business the accuracy of which will be a condition to the availability of the Facility on the Closing Date will be (i) the representations made by or with respect to the Acquired Business in the Acquisition Agreement as are material to the interests of the Lenders and the Arrangers (but only to the extent that Signature or its affiliates have the right not to consummate the Acquisition, or to terminate their obligations (or otherwise do not have an obligation to close), under the Acquisition Agreement as a result of a failure of such representations to be true and correct) and (ii) the Specified Representations (as defined below), and (b) the terms of the documentation for the Facility will be such that they do not impair the availability of the Facility on the Closing Date if the conditions set forth herein, in Annex B and in Annex C hereto are satisfied (it being understood that (I) to the extent any security interest in the intended collateral (other than any collateral the security interest in which may be perfected by the filing of a UCC financing statement or intellectual property filings or the delivery of stock certificates (including in any event the delivery of stock certificates or otherwise obtaining a first priority perfected security interest in the equity of the Borrower, which will be required on the Closing Date)) is not perfected on the Closing Date after your use of commercially reasonable efforts to do so, the perfection of such security interest(s) will not constitute a condition precedent to the availability of the Facility on the Closing Date but such security interest(s) will be required to be perfected after the Closing Date pursuant to arrangements to be mutually agreed by the Administrative Agent and the Borrower and (II) nothing in the preceding clause (a) will be construed to limit the applicability of the individual conditions set forth herein, in Annex B or in Annex C).  As used herein, “Specified Representations” means representations relating to incorporation or formation; organizational power and authority to enter into the documentation relating to the Facility; due execution, delivery and enforceability of such documentation; solvency; no conflicts with laws, charter documents or material agreements; Federal Reserve margin regulations; the Investment Company Act; OFAC, the PATRIOT Act, FCPA and other anti-terrorism laws; status of the Facility as first lien (or, in the case of the ABL Priority Collateral, second lien) senior debt; use of proceeds, and, subject to the limitations on perfection of security interests set forth in the preceding sentence, the creation, perfection and priority of the security interests granted in the proposed collateral.

4

The Arrangers intend and reserve the right to syndicate the Facility to the Lenders (as defined in Annex B), and you acknowledge and agree that the commencement of syndication shall occur in the discretion of the Arrangers.  The Arrangers will select the Lenders after consultation with Signature.  The Arrangers will lead the syndication, including determining the timing of all offers to potential Lenders, any title of agent or similar designations or roles awarded to any Lender and the acceptance of commitments, the amounts offered and the compensation provided to each Lender from the amounts to be paid to the Arrangers pursuant to the terms of this Commitment Letter and the Fee Letter.  The Arrangers will determine the final commitment allocations and will notify Signature of such determinations.  Signature agrees to use all commercially reasonable efforts to ensure that the Arrangers’ syndication efforts benefit from the existing lending relationships of Signature and the Acquired Business and their respective subsidiaries.  To facilitate an orderly and successful syndication of the Facility, you agree that, until the earlier of the termination of the syndication as determined by each Arranger and 90 days following the date of initial funding under the Facility, Signature and its subsidiaries, including the Borrower, will not, and Borrower and Signature will use commercially reasonable efforts to obtain contractual undertakings from the Acquired Business that it will not, syndicate or issue, attempt to syndicate or issue, announce or authorize the announcement of the syndication or issuance of, or engage in discussions concerning the syndication or issuance of, any debt facility or any debt or equity security of the Acquired Business, Signature or Borrower or any of their respective subsidiaries or affiliates (other than the Equity Issuances, the Facility, the Notes (or other Permanent Debt (as defined in the Fee Letter) and provided that this sentence will not apply to Aleris Corporation or its subsidiaries that will not constitute part of the Acquired Business), the ABL Facility and other indebtedness contemplated hereby to remain outstanding after the Closing Date, and (b) the issuance of equity pursuant to employee stock plans and other similar arrangements to be agreed), including any renewals or refinancings of any existing debt facility or debt security, without the prior written consent of each Arranger.

Signature agrees to cooperate with the Arrangers, agrees to cause the Borrower to cooperate with the Arrangers, and agrees to use commercially reasonable efforts to obtain contractual undertakings from the Acquired Business to cooperate with the Arrangers, in connection with (i) the preparation of one or more information packages for the Facility regarding the business, operations, financial projections and prospects of Signature and the Acquired Business (collectively, the “Confidential Information Memorandum”) including, without limitation, all information relating to the transactions contemplated hereunder prepared by or on behalf of Borrower, Signature or the Acquired Business deemed reasonably necessary by the Arrangers to complete the syndication of the Facility including, without limitation, obtaining (a) a public corporate family rating (but not a specific rating) from Moody’s Investor Services, Inc. (“Moody’s”), (b) a public corporate credit rating (but not a specific rating) from Standard & Poor’s Ratings Group, a division of The McGraw Hill Corporation (“S&P”)) and (c) a public credit rating (but not a specific rating) for each of the Facility and the Notes from each of Moody’s and S&P prior to the launch of general syndication, and (ii) the presentation of one or more information packages for the Facility acceptable in format and content to the Arrangers (collectively, the “Lender Presentation”) in a reasonable number of meetings and other communications with prospective Lenders or agents in connection with the syndication of the Facility (including, without limitation, direct contact between senior management and

5

representatives, with appropriate seniority and expertise, of Signature, the Borrower and the Acquired Business with prospective Lenders and participation of such persons in meetings at times and locations mutually agreed upon and upon reasonable advanced notice).  Signature further agrees that the commitments and agreements of the Commitment Parties hereunder are conditioned upon Signature’s satisfaction of the requirements of the foregoing provisions of this paragraph by a date sufficient to afford the Arrangers a period of at least 15 consecutive business days following the launch of the general syndication of the Facility to syndicate the Facility prior to the Closing Date (as defined in Annex B); provided, that such period shall (i) exclude November 26, 2014 through and including November 28, 2014 and (ii) either conclude prior to December 19, 2014  or commence after January 5, 2015.  For the avoidance of doubt, (i) the obtaining of the ratings referred to above shall not constitute a condition to the commitments hereunder or the funding of the Facility on the Closing Date and (ii) neither the commencement nor the completion of the syndication of the Facility shall constitute a condition precedent to the Closing Date.   Signature will be solely responsible for the contents of any such Confidential Information Memorandum and Lender Presentation and all other information, documentation or materials delivered to any of the Commitment Parties in connection therewith (collectively, the “Information”) and acknowledges that the Commitment Parties will be using and relying upon the Information without independent verification thereof.  Signature agrees that Information regarding the Facility and Information provided by Signature, the Borrower, the Acquired Business or their respective representatives to any of the Commitment Parties in connection with the Facility (including, without limitation, draft and execution versions of the Loan Documents, the Confidential Information Memorandum, the Lender Presentation, publicly filed financial statements, and draft or final offering materials relating to contemporaneous or prior securities issuances by Signature, the Borrower or the Acquired Business) may be disseminated to potential Lenders and other persons through one or more internet sites (including an IntraLinks, SyndTrak or other electronic workspace (the “Platform”)) created for purposes of syndicating the Facility or otherwise, in accordance with the Arrangers’ standard syndication practices, and you acknowledge that neither any Commitment Party nor any of its affiliates will be responsible or liable to you or any other person or entity for damages arising from the use by others of any Information or other materials obtained on the Platform.

It is understood that in connection with your assistance described above, you will provide, and cause all other applicable persons to provide, customary authorization letters to the Arrangers authorizing the distribution of the Information to prospective Lenders.  Signature acknowledges that certain of the Lenders may be “public side” Lenders (i.e. Lenders that do not wish to receive Private-Side Information (as defined below)) (each, a “Public Lender”; and Lenders who are not Public Lenders being referred to herein as “Private Lenders”).  At the request of any of the Arrangers, Signature agrees to prepare an additional version of the Confidential Information Memorandum and the Lender Presentation to be used by Public Lenders containing a representation that such Information does not contain Private-Side Information. “Private-Side Information” means material non-public information (for purposes of United States federal, state or other applicable securities laws) concerning Signature, the Borrower, the Seller, the Acquired Business or their respective affiliates or any of their respective securities; and “Public-Side Information” means any information that is not Private-Side Information.  The information to be included in the additional version of the Confidential Information Memorandum and the Lender Presentation will be substantially consistent with the information included in any offering memorandum for the offering for the Notes.  In addition, Signature will clearly designate as such

6

all Information provided to the Arrangers by or on behalf of Signature, the Borrower, the Seller or the Acquired Business which contains exclusively Public-Side Information.  Signature acknowledges and agrees that  the following documents may be distributed to all Lenders (including Public Lenders): (a) drafts and final versions of the Loan Documents; (b) term sheets and notification of changes in the terms of the Facility and (c) administrative materials prepared by any of the Arrangers for prospective Lenders (such as a lender meeting invitation, allocations and funding and closing memoranda).

Signature represents and covenants that (i) all written Information (other than financial projections) provided directly or indirectly by the Acquired Business, the Borrower or Signature or their respective subsidiaries to the Arrangers or the Lenders in connection with the transactions contemplated hereunder is and will be, when taken as a whole, complete and correct in all material respects (it being understood that prior to the Acquisition, with respect to the Acquired Business and its representatives, such representations may be to the best of Signature’s and the Borrower’s knowledge) and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading and (ii) the financial projections that have been or will be made available to the Arrangers or the Lenders by or on behalf of the Acquired Business, the Borrower or Signature have been and will be prepared in good faith based upon assumptions that are believed by the preparer thereof to be reasonable at the time such financial projections are furnished to the Arrangers or the Lenders, it being understood and agreed that financial projections are not a guarantee of financial performance and actual results may differ from financial projections and such differences may be material.  You agree that if at any time prior to the later of (i) the Closing Date and (ii) the termination of the syndication of the Facility as determined by each of the Arrangers, any of the representations in the preceding sentence would be incorrect in any material respect if the Information and financial projections were being furnished, and such representations were being made, at such time, then you will promptly supplement, or cause to be supplemented, the Information and financial projections so that such representations will be correct in all material respects under those circumstances.  In arranging and syndicating the Facility, we will be entitled to use and rely on the Information and the financial projections without responsibility for independent verification thereof. We will have no obligation to conduct any independent evaluation or appraisal of the assets or liabilities of you, the Borrower, the Acquired Business or any other party or to advise or opine on any related solvency issues.

In connection with arrangements such as this, it is our firms’ policy to receive indemnification.  Signature agrees to the provisions with respect to our indemnity and other matters set forth in Annex A, which is incorporated by reference into this Commitment Letter.

7

This Commitment Letter may not be assigned by you without the prior written consent of the Commitment Parties (and any purported assignment without such consent will be null and void), is intended to be solely for the benefit of the Commitment Parties and the other parties hereto and, except as set forth in Annex A hereto, is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto.  Any of the Commitment Parties may assign its commitments and agreements hereunder, in whole or in part, to any of its affiliates and, as provided above, to any Lender prior to the Closing Date.  In addition, until the termination of the syndication of the Facility, as determined by the Arrangers, any Commitment Party may, in consultation with Signature, assign its commitments and agreements hereunder, in whole or in part, to additional arrangers or other Lenders.  Notwithstanding anything in this Commitment Letter to the contrary, any assignment by any Commitment Party to any potential Lender other than an affiliate made prior to the Closing Date shall not relieve such Commitment Party of its obligations set forth herein to fund that portion of the commitments so assigned on the Closing Date and any assignment by any Commitment Party to any of its affiliates made prior to the Closing Date will only relieve such Commitment Party of its obligations set forth herein to fund that portion of the commitments so assigned if such assignment was approved by you (pursuant to the Fee Letter or otherwise, in each case, such approval not to be unreasonably withheld or delayed and it being understood and agreed that you approve any assignment by Goldman Sachs to Goldman Sachs Lending Partners LLC).  Neither this Commitment Letter nor the Fee Letter may be amended or any term or provision hereof or thereof waived or otherwise modified except by an instrument in writing signed by each of the parties hereto or thereto, as applicable, and any term or provision hereof or thereof may be amended or waived only by a written agreement executed and delivered by all parties hereto or thereto.

Please note that this Commitment Letter, the Fee Letter and any written communications provided by, or oral discussions with, any of the Commitment Parties in connection with this arrangement are exclusively for the information of Signature and may not be disclosed by you to any third party or circulated or referred to publicly without our prior written consent except, after providing written notice to the Commitment Parties, pursuant to a subpoena or order issued by a court of competent jurisdiction or by a judicial, administrative or legislative body or committee; provided that we hereby consent to your disclosure of (i) this Commitment Letter, the Fee Letter and such communications and discussions to Signature’ respective officers, directors, agents and advisors who are directly involved in the consideration of the Facility and who have been informed by you of the confidential nature of such advice and this Commitment Letter and the Fee Letter and who have agreed to treat such information confidentially, (ii) this Commitment Letter or the information contained herein (but not the Fee Letter or the information contained therein) to the Seller to the extent you notify such persons of their obligations to keep such material confidential, and to the Seller’s respective officers, directors, agents, employees and advisors who are directly involved in the consideration of the Facility to the extent such persons agree to hold the same in confidence (provided that any disclosure of the Fee Letter or its terms or substance to the Seller or its officers, directors, agents, employees and advisors shall be redacted in a manner satisfactory to the Commitment Parties), (iii) this Commitment Letter and the Fee Letter as required by applicable law or compulsory legal process (in which case you

8

agree to inform us promptly thereof), (iv) the information contained in Annex B, in any offering memorandum or offering circular relating to the Notes, and (v) the information contained in Annex B to Moody’s and S&P; provided that such information is supplied to Moody’s and S&P only on a confidential basis after consultation with the Commitment Parties.

As you know, each of Goldman Sachs (together with its affiliates, “GS”) and Deutsche Bank (together with its affiliates, “DB”) is a full service financial institution engaged, either directly or through its affiliates, in a broad array of activities, including commercial and investment banking, financial advisory, market making and trading, investment management (both public and private investing), investment research, principal investment, financial planning, benefits counseling, risk management, hedging, financing, brokerage and other financial and non-financial activities and services globally.  In the ordinary course of their various business activities, GS, DB  and funds or other entities in which GS or DB invests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers. In addition, GS and DB may at any time communicate independent recommendations and/or publish or express independent research views in respect of such assets, securities or instruments. Any of the aforementioned activities may involve or relate to assets, securities and/or instruments of Signature, the Acquired Business and/or other entities and persons which may (i) be involved in transactions arising from or relating to the arrangement contemplated by this Commitment Letter or (ii) have other relationships with Signature or its affiliates.  In addition, GS and DB may provide investment banking, commercial banking, underwriting and financial advisory services to such other entities and persons.  The arrangement contemplated by this Commitment Letter may have a direct or indirect impact on the investments, securities or instruments referred to in this paragraph, and employees working on the financing contemplated hereby may have been involved in originating certain of such investments and those employees may receive credit internally therefor.  Although GS and DB in the course of such other activities and relationships may acquire information about the transaction contemplated by this Commitment Letter or other entities and persons which may be the subject of the financing contemplated by this Commitment Letter, neither GS nor DB shall have any obligation to disclose such information, or the fact that GS or DB, as applicable, is in possession of such information, to Signature or to use such information on Signature’ behalf.

The Commitment Parties or their respective affiliates are, or may at any time be, a counterparty (in such capacities, the “Derivative Counterparties”) to Parent, Borrower or the Acquired Business and/or any of their respective subsidiaries with respect to one or more agreements with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions, in each case, entered into by the Parent or the Acquired Business (collectively, the “Derivatives”).  The Parent acknowledges and agrees for itself and its subsidiaries that each Derivative Counterparty (a) will be acting for its own account as principal in connection with the Derivatives, (b) will be under no obligation or duty as a result of any of the Commitment Parties’

9

role in connection with the transactions contemplated by this Commitment Letter or otherwise to take any action or refrain from taking any action, or exercising any rights or remedies, that such Derivative Counterparty may be entitled to take or exercise in respect of the applicable Derivatives and (c) may manage its exposure to the Derivatives without regard to any of the Commitment Parties’ role hereunder.  

Consistent with GS’s and DB’s policies to hold in confidence the affairs of its customers, neither GS nor DB will furnish confidential information obtained from you by virtue of the transactions contemplated by this Commitment Letter to any of its other customers.  Furthermore, you acknowledge that neither GS nor DB nor any of their respective affiliates has an obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you, confidential information obtained or that may be obtained by them from any other person.

Each of GS and DB may have economic interests that conflict with those of Signature, its equity holders and/or its affiliates.  You agree that each of GS and DB will act under this Commitment Letter as an independent contractor and that nothing in this Commitment Letter or the Fee Letter or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between GS and DB, on the one hand, and Signature, its equity holders or its affiliates, on the other hand.  You acknowledge and agree that the transactions contemplated by this Commitment Letter and the Fee Letter (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between GS and DB, on the one hand, and Signature, on the other, and in connection therewith and with the process leading thereto, (i) neither GS nor DB has assumed (A) an advisory responsibility in favor of Signature, its equity holders or its affiliates with respect to the financing transactions contemplated hereby or (B) a fiduciary responsibility in favor of Signature, its equity holders or its affiliates with respect to the transactions contemplated hereby, or in each case, the exercise of rights or remedies with respect thereto or the process leading thereto (irrespective of whether GS or DB has advised, is currently advising or will advise Signature, its equity holders or its affiliates on other matters) or any other obligation to Signature except the obligations expressly set forth in this Commitment Letter and the Fee Letter and (ii) each of GS and DB is acting solely as a principal and not as the agent or fiduciary of Signature, its management, equity holders, affiliates, creditors or any other person.  Signature acknowledges and agrees that Signature has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto.  Signature agrees that it will not claim that either GS or DB has rendered advisory services of any nature or respect with respect to the financing transactions contemplated hereby, or owes a fiduciary or similar duty to Signature, in connection with such transactions or the process leading thereto.  As you know, GS or DB is or may be retained by Signature (or one of its affiliates) as advisor (in such capacity, the “Advisor”).  You agree to such retention, and further agree not to assert any claim you might allege based on any actual or potential conflicts of interest that might be asserted to arise or result from the engagement of the Advisor, on the one hand, and our and our affiliates’ relationships with you as described and referred to herein, on the other.  In addition, each of GS and DB may employ the services of its affiliates in providing services and/or performing its or their obligations hereunder and may exchange with such affiliates information concerning Signature, the Borrower, the Acquired Business and other companies that may be the subject of this arrangement, and such affiliates will be entitled to the benefits afforded to GS and DB hereunder.

10

In addition, please note that neither GS nor DB provides accounting, tax or legal advice.  Notwithstanding anything herein to the contrary, Signature and the Borrower (and each employee, representative or other agent of Signature or the Borrower) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the Facility and all materials of any kind (including opinions or other tax analyses) that are provided to Signature or the Borrower relating to such tax treatment and tax structure.  However, any information relating to the tax treatment or tax structure will remain subject to the confidentiality provisions hereof (and the foregoing sentence will not apply) to the extent reasonably necessary to enable the parties hereto, their respective affiliates, and their respective affiliates’ directors and employees to comply with applicable securities laws.  For this purpose, “tax treatment” means U.S. federal or state income tax treatment, and “tax structure” is limited to any facts relevant to the U.S. federal income tax treatment of the transactions contemplated by this Commitment Letter but does not include information relating to the identity of the parties hereto or any of their respective affiliates.

Each Commitment Party’s commitments and agreements hereunder will terminate upon the first to occur of (i) the consummation of the Acquisition, (ii) the abandonment or termination of the Acquisition Agreement (as defined in Annex C), (iii) a material breach by Signature under this Commitment Letter or the Fee Letter and (iv) 5:00 p.m. (New York City time), January 31, 2015, unless the closing of the ABL Facility, the Equity Issuances and (a) the Notes Offering or (b) the Bridge Loans, as applicable, on the terms and subject to the conditions contained herein, has been consummated on or before such date.  In addition, each Commitment Party’s commitment hereunder to provide and arrange Bridge Loans will terminate to the extent of the issuance of the Notes or other Permanent Debt (in escrow or otherwise).

The provisions set forth under Sections 3, 4, 5 (including Annex A), 7 and 8 hereof and this Section 9 hereof (other than any provision therein that expressly terminates upon execution of the definitive Loan Documents) and the provisions of the Fee Letter will remain in full force and effect regardless of whether definitive Loan Documents are executed and delivered.  The provisions set forth in the Fee Letter and under Sections 5 (including Annex A) and 7 and 8 hereof and this Section 9 will remain in full force and effect notwithstanding the expiration or termination of this Commitment Letter or the Commitment Parties’ commitments and agreements hereunder.

Signature for itself and its affiliates agrees that any suit or proceeding arising in respect of this Commitment Letter or any Commitment Party’s commitments or agreements hereunder or the Fee Letter will be tried exclusively in any Federal court of the United States of America sitting in the Borough of Manhattan or, if that court does not have subject matter jurisdiction, in any state court located in the City and County of New York, and Signature hereby submits to the exclusive jurisdiction of, and to venue in, such court.  Any right to trial by jury with respect to any action or proceeding arising in connection with or as a result of either any Commitment Party’s commitments or agreements or any matter referred to in this Commitment Letter or the Fee Letter is hereby waived by the parties hereto.  Signature for itself and its affiliates agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by

11

suit on the judgment or in any other manner provided by law.  Service of any process, summons, notice or document by registered mail or overnight courier addressed to any of the parties hereto at the addresses above shall be effective service of process against such party for any suit, action or proceeding brought in any such court.  This Commitment Letter and the Fee Letter will be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws.

Each of the Commitment Parties hereby notifies Signature, the Borrower and the Acquired Business that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107‑56 (signed into law October 26, 2001)) (the “Patriot Act”) each Commitment Party and each Lender may be required to obtain, verify and record information that identifies Signature, the Borrower and each of the Guarantors (as defined in Annex B), including the Acquired Business, which information includes the name and address of Signature, the Borrower and each of the Guarantors and other information that will allow Goldman Sachs and each Lender to identify Signature, the Borrower and each of the Guarantors in accordance with the Patriot Act.  This notice is given in accordance with the requirements of the Patriot Act and is effective for each Commitment Party and each Lender.

This Commitment Letter may be executed in any number of counterparts, each of which when executed will be an original, and all of which, when taken together, will constitute one agreement.  Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile transmission or electronic transmission (in pdf format) will be effective as delivery of a manually executed counterpart hereof.  This Commitment Letter and the Fee Letter are the only agreements that have been entered into among the parties hereto with respect to the Facility and set forth the entire understanding of the parties with respect thereto and supersede any prior written or oral agreements among the parties hereto with respect to the Facility.

[Remainder of page intentionally left blank]

12

Please confirm that the foregoing is in accordance with your understanding by signing and returning to the Commitment Parties the enclosed copy of this Commitment Letter, together, if not previously executed and delivered, with the Fee Letter, before or at 5:00 p.m. (New York City time), October 17, 2014, whereupon this Commitment Letter and the Fee Letter will become binding agreements between you and us.  If this Commitment Letter and the Fee Letter have not been signed and returned as described in the preceding sentence by such date, this offer will terminate on such date.  We look forward to working with you on this transaction.

Very truly yours,

[Signature Page to the Commitment Letter]

ACCEPTED AND AGREED AS OF OCTOBER 17, 2014:

[Signature Page to the Commitment Letter]

Annex A

In the event that any Commitment Party becomes involved in any capacity in any action, proceeding or investigation brought by or against any person, including creditors or shareholders, partners, members or other equity holders of Signature, the Borrower or the Acquired Business in connection with or as a result of either this arrangement or any matter referred to in this Commitment Letter or the Fee Letter (together, the “Letters”), Signature agrees to periodically reimburse such Commitment Party for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith.  Signature also agrees to indemnify and hold each Commitment Party harmless against any and all losses, claims, damages or liabilities to any such person in connection with or as a result of either this arrangement or any matter referred to in the Letters (whether or not such investigation, litigation, claim or proceeding is brought by you, your equity holders or creditors or an indemnified person and whether or not any such indemnified person is otherwise a party thereto), except to the extent that such loss, claim, damage or liability has been found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Commitment Party in performing the services that are the subject of the Letters.  If for any reason the foregoing indemnification is unavailable to any Commitment Party or insufficient to hold it harmless, then Signature will contribute to the amount paid or payable by such Commitment Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative economic interests of (i) Signature, the Borrower and the Acquired Business and their respective affiliates, shareholders, partners, members or other equity holders on the one hand and (ii) such Commitment Party on the other hand in the matters contemplated by the Letters as well as the relative fault of (i) Signature, the Borrower and the Acquired Business and their respective affiliates, shareholders, partners, members or other equity holders on the one hand and (ii) such Commitment Party with respect to such loss, claim, damage or liability and any other relevant equitable considerations.  The reimbursement, indemnity and contribution obligations of Signature under this paragraph will be in addition to any liability which Signature may otherwise have, will extend upon the same terms and conditions to any affiliate of each Commitment Party and the partners, members, directors, agents, employees and controlling persons (if any), as the case may be, of such Commitment Party and any such affiliate, and will be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of Signature, such Commitment Party, any such affiliate and any such person. Signature also agrees that neither any indemnified party nor any of such affiliates, partners, members, directors, agents, employees or controlling persons will have any liability to Signature or the Borrower or any person asserting claims on behalf of or in right of Signature or the Borrower or any other person in connection with or as a result of either this arrangement or any matter referred to in the Letters, except solely to Signature and then solely to the extent that any losses, claims, damages, liabilities or expenses incurred by Signature have been found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such indemnified party in performing the services that are the subject of the Letters; provided, however, that in no event will such indemnified party or such other parties have any liability for any indirect, consequential, special or punitive damages in connection with or as a result of such indemnified party’s or such other parties’ activities related to the Letters. The provisions of this Annex A will survive any termination or completion of the arrangement provided by the Letters.

Annex A-1

ANNEX B

Project Evergreen

Summary of the Bridge Loans

This Summary outlines certain terms of the Bridge Loans referred to in the Commitment Letter, of which this Annex B is a part.  Certain capitalized terms used herein are defined in the Commitment Letter.

Co-Lead Arranger, Co-

Bookrunner and Co-

Annex B-1

The Exchange Notes will be issued pursuant to an indenture (the “Indenture”) that will have the terms set forth on Exhibit 1 to this Annex B.

Annex B-2

From and after the Conversion Date, the Bridge Loans will bear interest at a fixed rate equal to the Total Cap (plus default interest, if any).

Prior to the Conversion Date, interest will be payable at the end of each interest period.  Accrued Interest shall also be payable in arrears on the Conversion Date and on the date of any prepayment of the Bridge Loans.  From and after the Conversion Date, interest will be payable quarterly in arrears and on the date of any prepayment of the Bridge Loans.

As used herein, the term “reserve adjusted Eurodollar Rate” will have the meaning customary and appropriate for financings of this type, and the basis for calculating accrued interest and the interest periods for loans bearing interest at the reserve adjusted Eurodollar Rate will be customary and appropriate for financings of this type subject to a reserve adjusted Eurodollar Rate “floor” of 1.0%.

After the occurrence and during the continuance of an Event of Default, interest on all amounts then outstanding will accrue at a rate equal to the applicable rate set forth above, plus an additional two percentage points (2.00%) per annum and will be payable on demand.

Annex B-3

From and after the Conversion Date, the mandatory prepayment provisions in the definitive documentation governing the Bridge Loans (the “Bridge Loan Agreement”) will be automatically amended to require that the Borrower prepay the outstanding Bridge Loans, on a pro rata basis, at par plus accrued interest to the date of prepayment with the proceeds of any future asset sales (subject to any required prepayments of the ABL Facility with such proceeds to the extent provided under the applicable intercreditor agreement, certain ordinary course exceptions and customary reinvestment rights within 365 days); provided that, each holder of Bridge Loans may elect to reject its pro rata share of such prepayment such holder is otherwise entitled to receive pursuant to this paragraph.

Annex B-4

Nothing in these mandatory prepayment provisions will restrict or prevent any holder of Bridge Loans from exchanging Bridge Loans for Exchange Notes on or after the first anniversary of the Closing Date.

From and after the Conversion Date, Bridge Loans may be prepaid, in whole or in part, at the option of the Borrower, at any time (except as provided below) upon 30 days prior written notice at par plus accrued interest to the date of repayment plus the Applicable Premium.  The “Applicable Premium” will be (i) a make-whole premium based on the applicable treasury rate plus 50 basis points during the first three years following the Closing Date, (ii) one-half of the interest rate on the Bridge Loans following the third anniversary of the Closing Date and prior to the fourth anniversary of the Closing Date and (iii) zero following the fourth anniversary of the Closing Date.

The Borrower may not make any optional prepayment of Bridge Loans (i) during the period commencing on the date of a Permanent Debt Notice (as defined in the Fee Letter) and ending upon the earliest of (x) the consummation of an issuance or incurrence of Permanent Debt in accordance with such Permanent Debt Notice, (y) the withdrawal or termination of such Permanent Debt Notice and (z) the first business day following the Conversion Date or (ii) to the extent that the holder thereof has given notice to the Borrower of its intent to elect to exchange Bridge Loans for Exchange Notes during the period commencing on the delivery of the related notice and

Annex B-5

ending upon the withdrawal of such notice or the consummation of the exchange of such holder’s Bridge Loans for Exchange Notes.

Representations and

Annex B-6

Annex B-7

Conditions Precedent to

Annex B-8

Governing Law and

Counsel to the Arrangers and

The foregoing is intended to summarize certain basic terms of the Bridge Loans.  It is not intended to be a definitive list of all of the requirements of the Lenders in connection with the Bridge Loans.

Annex B-9

Exhibit 1 to Annex B

Project Evergreen

Summary of Exchange Notes

This Summary of Exchange Notes outlines certain terms of the Exchange Notes referred to in Annex B to the Commitment Letter, of which this Exhibit 1 is a part.  Capitalized terms used herein have the meanings assigned to them in Annex B to the Commitment Letter.

Exchange Notes

At any time on or after the first anniversary of the Closing Date, upon five or more business days prior notice, Bridge Loans may, at the option of a Lender, be exchanged for a principal amount of Exchange Notes equal to 100% of the aggregate principal amount of the Bridge Loans so exchanged.  At a Lender’s option, Exchange Notes will be issued directly to its broker-dealer affiliate or other third party designated by it, upon surrender by the Lender to the Borrower of an equal principal amount of Bridge Loans.  No Exchange Notes will be issued until the Borrower receives requests to issue at least $50.0 million in aggregate principal amount of Exchange Notes.  The Borrower will issue Exchange Notes under an indenture (the “Indenture”) that complies with the Trust Indenture Act of 1939, as amended.  The Borrower will appoint a trustee reasonably acceptable to the Lenders.  The Indenture will be fully executed and delivered on the Closing Date and the Exchange Notes will be fully executed and deposited into escrow on the Closing Date.

Additional default interest on all amounts outstanding will accrue at the applicable rate plus two percentage points (2.00%) per annum.  

Annex B-10

Defeasance Provisions of

The foregoing is intended to summarize certain basic terms of the Exchange Notes.  It is not intended to be a definitive list of all of the requirements of the Lenders in connection with the Exchange Notes.

Annex B-11

Annex C

Project Evergreen

Summary of Conditions Precedent to the Facility

This Summary of Conditions Precedent outlines certain of the conditions precedent to the Facility referred to in the Commitment Letter, of which this Annex C is a part.  Certain capitalized terms used herein are defined in the Commitment Letter or, if not defined therein, in Annex B thereto.

1

2

3

4