0001437749-13-013448 Sample Contracts

50,000,000 REVOLVING CREDIT FACILITY
Credit Agreement • October 28th, 2013 • Steel Partners Holdings L.P. • Miscellaneous primary metal products

THIS CREDIT AGREEMENT (as hereafter amended, the "Agreement") is dated as of October 23, 2013 and is made by and among SPH Group Holdings, LLC, a Delaware limited liability company (“SPH”), Steel Partners Holdings, L.P., a Delaware limited partnership (“Steel Partners”, and together with SPH and each other Person joined as a borrower from time to time, collectively and individually as the context may require, “Borrower”), the LENDERS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION (“PNC”), in its capacity as administrative agent for the Lenders under this Agreement (PNC is hereinafter referred to in such capacity as the "Administrative Agent").

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Pledge Agreement (Stocks, Bonds and Commercial Paper)
Pledge Agreement • October 28th, 2013 • Steel Partners Holdings L.P. • Miscellaneous primary metal products • New York

THIS PLEDGE AGREEMENT, dated as of this 23rd day of October, 2013, is made by STEEL PARTNERS HOLDINGS L.P., a Delaware limited partnership, and SPH GROUP HOLDINGS LLC, a Delaware limited liability company (referred to collectively and individually as the context may require, the “Pledgor”), with an address at 590 Madison Avenue, 32nd Floor, New York, New York 10022, in favor of PNC BANK, NATIONAL ASSOCIATION, as agent for the benefit of the Lenders (as defined in the Credit Agreement (defined below)) (the “Secured Party”), with an address at 1600 Market Street, 22nd Floor, Philadelphia, Pennsylvania 19103.

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