MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • January 20th, 2012 • Steel Partners Holdings L.P. • Miscellaneous primary metal products • New York
This management services agreement (the “Agreement”) is dated as of January 1, 2012, and is between SP Corporate Services LLC (“SP Corporate”), a Delaware limited liability company having an office at 590 Madison Avenue, 32nd Floor, New York, New York 10022, and Handy & Harman Ltd., a Delaware corporation and Handy & Harman Group Ltd., a Delaware corporation (collectively, the “Company”), having an office at 1133 Westchester Avenue, Suite N222, White Plains, New York 10604 (the “White Plains Office”).
THIRD AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • January 20th, 2012 • Steel Partners Holdings L.P. • Miscellaneous primary metal products • New York
THIS THIRD AMENDED AND RESTATED MANAGEMENT AGREEMENT is entered into effective as of January 1, 2012, by and among Steel Partners Holdings L.P. (formerly WebFinancial L.P.) a Delaware limited partnership (the “Partnership”), SPH Group LLC, a Delaware limited liability company and a directly and indirectly wholly owned subsidiary of the Partnership (“Group”), and Steel Partners LLC, a Delaware limited liability company (together with its permitted assignees, the “Manager”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • January 20th, 2012 • Steel Partners Holdings L.P. • Miscellaneous primary metal products • New York
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), made as of the 15th day of July 2009 (the “Effective Date”), by and between Steel Partners II (Offshore) Ltd., formerly named Steel Partners Offshore Fund, Ltd., a corporation organized under the laws of the Cayman Islands (the “Company”), WGL Capital Corp., a corporation organized under the laws of the State of Colorado (successor by merger to WGL Capital Corp., formerly named Steel Partners Services, Ltd., a corporation organized under the laws of the State of New York, which in turn is a successor by merger with WGL Capital Corp., a corporation organized under the laws of the State of New York) (the “Investor Servicer”), and Steel Partners Holdings L.P., a Delaware limited partnership (formerly named WebFinancial L.P.) (“Steel Partners Holdings”).
AMENDED AND RESTATED SERVICES AGREEMENTServices Agreement • January 20th, 2012 • Steel Partners Holdings L.P. • Miscellaneous primary metal products • New York
AMENDED AND RESTATED AGREEMENT (“Agreement”), effective as of July 15, 2009, by and between SP Corporate Services, LLC (“SP Corporate”), a Delaware limited liability company, having an office at 590 Madison Avenue, 32nd Floor, New York, New York 10022, and Steel Partners Holdings L.P., as successor in interest to WebFinancial Corporation, (the “Company”) having an office at 590 Madison Avenue, 32nd Floor, New York, New York 10022.
SECOND AMENDED AND RESTATED DEFERRED FEE AGREEMENTDeferred Fee Agreement • January 20th, 2012 • Steel Partners Holdings L.P. • Miscellaneous primary metal products • New York
THIS AMENDED AND RESTATED DEFERRED FEE AGREEMENT (this “Agreement”), first made as of the 31st day of October, 2002, amended and restated effective as of January 1, 2005 and as further amended and restated effective as of July 15, 2009 (the “Effective Date”) (except for certain provisions with other effective dates as specifically stated herein) by and between Steel Partners Holdings L.P., a Delaware limited partnership (formerly named WebFinancial L.P.) (“Steel Partners Holdings”) and WGL Capital Corp., a corporation organized under the laws of the State of Colorado (“WGL”) (successor by merger to WGL Capital Corp., formerly named Steel Partners Services, Ltd., a corporation organized under the laws of the State of New York, which in turn is a successor by merger with WGL Capital Corp., a corporation organized under the laws of the State of New York) (WGL and such predecessor entities are collectively referred to herein as, the “Investor Servicer”).
