Exhibit 10.1


 





FIRST AMENDMENT TO CREDIT AGREEMENT


This
First Amendment to Credit Agreement (the “Amendment”)
is made as of this 27th day of April, 2018, by and among HANDY & HARMAN GROUP LTD., a Delaware
corporation, SPH GROUP HOLDINGS LLC, a Delaware limited liability company, STEEL EXCEL INC., a Delaware corporation, and API AMERICAS
INC., a Delaware corporation (collectively, the “US Borrowers” and each individually, a “US Borrower”),
CEDAR 2015 LIMITED, a private limited company incorporated in England and Wales (“UK Borrower” and together
with US Borrowers, the “Borrowers” and each individually, a “Borrower”), each of the GUARANTORS
listed on the signature pages hereto (each, a “Guarantor” and collectively, the “Guarantors”)
and collectively with Borrowers, the “Loan Parties” and each is individually referred to herein as a “Loan
Party”), the financial institutions which are named on the signature pages hereto as lenders (collectively, the “Lenders”
and each is individually referred to as a “Lender”), and PNC BANK, NATIONAL ASSOCIATION (“PNC”),
in its capacity as administrative agent (PNC, in such capacity, the “Administrative Agent”) and in its capacity
as a Lender.


BACKGROUND


A.
On November 14, 2017, Borrowers, Guarantors, Lenders and Administrative Agent entered into a Credit Agreement to reflect
certain financing arrangements between the parties thereto (as amended, modified, renewed, extended, replaced or substituted from
time to time, the “Credit Agreement”). The Credit Agreement and all other agreements, instruments and documents
executed and/or delivered in connection therewith (each as amended, modified, renewed, extended, replaced or substituted from time
to time, are collectively referred to herein as the “Existing Financing Agreements”). All capitalized terms
used herein but not otherwise defined herein shall have the meaning given to them in the Credit Agreement.


B.
The Loan Parties have requested, and the Administrative Agent and the Required Lenders have agreed, to amend certain terms
and provisions of the Credit Agreement, in each case subject to the terms and conditions set forth in this Amendment.


NOW
THEREFORE, with the foregoing background hereinafter deemed incorporated by reference herein
and made part hereof, the parties hereto, intending to be legally bound, promise and agree as follows:


1.
Amendments to Credit Agreement. Upon the Effective Date, the Credit Agreement shall be amended as follows:


(a)
Table of Contents.


(i)The
reference to Schedule 1.1(C) in the Table of Contents of the Credit Agreement is hereby removed, and


 


(ii)The
reference to Schedule 1.1(B) in the Table of Contents of the Credit Agreement is hereby amended in its entirety and replaced with
the following:



    	 



     


    




	Schedule 1.1(B)	Commitments of Lenders

and Addresses for Notices




 


(b)
The following definition is added to Section 1.1 [Certain Definitions] of the Credit Agreement in its proper alphabetical
order.


First Amendment
shall mean that certain First Amendment to Credit Agreement, dated as of April 27, 2018, by and among the Loan Parties, the Lenders
party thereto and Administrative Agent.


(c)
Section 4.1.1 [Interest Rate Options] of the Credit Agreement is hereby amended in its entirety and replaced with the following:


4.1.1Revolving
Credit Interest Rate Options; Swing Line Interest Rate. The Borrowers shall have the right to select from the following Interest
Rate Options applicable to the Revolving Credit Loans:


(i)
Revolving Credit Base Rate Option: A fluctuating rate per annum (computed on the basis of a year of 365 or 366 days,
as the case may be, and actual days elapsed) equal to the Base Rate plus the Applicable Margin, such interest rate to change automatically
from time to time effective as of the effective date of each change in the Base Rate; or


(ii)
Revolving Credit Euro-Rate Option: A rate per annum equal to the Euro-Rate as determined for each applicable Interest
Period plus the Applicable Margin.


Subject to Section 4.3 [Interest
After Default], Borrowers shall have the right to select either (x) the Base Rate Option applicable to Revolving Credit Loans or
(y) the Daily Euro Rate plus the Revolving Credit Euro-Rate Applicable Margin, to apply to the Swing Loans, except as provided
in Section 2.6.6 [Swing Loans Under Cash Management Agreements] with regard to Swing Loans made under any Cash Management
Agreements; provided however, in the absence of a selection by Borrowers of an applicable rate, the per annum interest rate set
forth in clause (y) above shall apply.


(d)
The first sentence of Section 4.1.2 [Rate Calculations; Rate Quotations] of the Credit Agreement is hereby deleted in its
entirety and replaced with the following:


“All
computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Daily Euro Rate) and Swing
Loans shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed.”



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(e)
Increase in Revolving Credit Commitments. Pursuant to Section 2.11 [Increase in Revolving Credit Commitments] of
the Credit Agreement, Borrowers have requested that the Lenders increase Revolving Credit Commitments to an amount equal to $700,000,000.
The Increasing Lenders designated on the signature pages hereto have elected to increase their Revolving Credit Commitments. Accordingly,
Schedule 1.1(B) to the Credit Agreement is hereby amended and replaced in its entirety by the amended Schedule 1.1(B) attached
hereto and incorporated herein and each Lender’s resulting Revolving Credit Commitment is reflected on such Amended Schedule
1.1(B).


(f)
Removal and Replacement of Schedule 1.1(C). All references in the Credit Agreement to “Schedule 1.1(C)”
are hereinafter amended to refer to “Schedule 1.1(B)”.


(g)
Notwithstanding the limitations set forth in Section 8.2.4 of the Credit Agreement, the Administrative Agent and Required
Lenders hereby consent and agree that Borrowers shall be permitted to make an Investment of up to $86,000,000 for the purposes
of acquiring shares of Babcock & Wilcox Enterprises, Inc. (“BW”) in conjunction with the BW Rights Offering.
For purposes hereof “BW Rights Offering” shall mean that certain rights offering described on Exhibit A to the
First Amendment.


(h)
Section 8.2.16 [Maximum Leverage Ratio] of the Credit Agreement is hereby amended in its entirety and replaced with the
following:


8.2.16 Maximum
Leverage Ratio. The Borrowers shall not permit the Leverage Ratio, calculated as of the end of each fiscal quarter, to exceed
(i) 4.00 to 1.00 for the fiscal quarters ending December 31, 2017 and March 31, 2018, (ii) 4.25 to 1.00 for the fiscal quarters
ending June 30, 2018, September 30, 2018 and December 31, 2018 and (iii) 4.00 to 1.00 as of the end of each fiscal quarter thereafter;
provided, however, that notwithstanding the foregoing, following a Material Acquisition, Borrowers shall not permit
the Leverage Ratio, calculated as of the end of each of the four (4) fiscal quarters immediately following such Material Acquisition
(which, for the avoidance of doubt, shall commence with the fiscal quarter in which such Material Acquisition is consummated),
to exceed 4.25 to 1.00.


(i)
Section 8.2.17 [Maximum Net Leverage Ratio] of the Credit Agreement is hereby amended in its entirety and replaced with
the following:


8.2.17 Maximum
Net Leverage Ratio. The Borrowers shall not permit the Net Leverage Ratio, calculated as of the end of each fiscal quarter,
to exceed (i) 3.75 to 1.00 for the fiscal quarters ending December 31, 2017 and March 31, 2018, (ii) 4.00 to 1.00 for the fiscal
quarters ending June 30, 2018, September 30, 2018 and December 31, 2018 and (iii) 3.75 to 1.00 as of the end of each fiscal quarter
thereafter; provided, however, that notwithstanding the foregoing, following a Material Acquisition, Borrowers shall
not permit the Net Leverage Ratio, calculated as of the end of each of the four (4) fiscal quarters immediately following such
Material Acquisition (which, for the avoidance of doubt, shall commence with the fiscal quarter in which such Material Acquisition
is consummated), to exceed 4.25 to 1.00.



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2.
Representations and Warranties. Each Loan Party hereby:


(a)
reaffirms all representations and warranties made to Administrative Agent and Lenders under the Credit Agreement and all
of the Existing Financing Agreements and confirms that all are true and correct in all material respects as of the date hereof,
in each case other than representations and warranties that relate to a specific date;


(b)
reaffirms all of the covenants contained in the Credit Agreement and covenants to abide thereby until all Loans, Obligations
and other liabilities of Loan Parties to Administrative Agent and Lenders, of whatever nature and whenever incurred, are satisfied
and/or released by Administrative Agent and Lenders;


(c)
represents and warrants that no Potential Default or Event of Default has occurred and is continuing under any of the Existing
Financing Agreements;


(d)
represents and warrants that since December 31, 2017, no event or development has occurred which has had or is reasonably
likely to have a Material Adverse Change;


(e)
represents and warrants that it has the authority and legal right to execute, deliver and carry out the terms of this Amendment,
and all related agreements, instruments, and documents to which such Loan Party is a party, that such actions were duly authorized
by all necessary corporate or company action and that the officers executing this Amendment, and any related agreements, instruments
or documents on its behalf were similarly authorized and empowered, and that neither this Amendment, or any related agreements,
instruments, or documents contravenes any provisions of its Articles of Incorporation or Certificate of Formation, as applicable
and Bylaws or Operating Agreement, as applicable, or of any contract or agreement to which it is a party or by which any of its
properties are bound; and


(f)
represents and warrants that this Amendment, and all assignments, instruments, documents, and agreements executed and delivered
by such Loan Party in connection herewith, are valid, binding and enforceable in accordance with their respective terms.


3.
Security Interest. As security for the payment and performance of the Secured Obligations (as defined in the Security
Agreement), and satisfaction by the Loan Parties of all covenants and undertakings contained in the Credit Agreement, and the Existing
Financing Agreements, the Borrowers and each of the Guarantors reconfirms the prior grant of the security interest in and first
priority, perfected lien in favor of PNC Bank, National Association, in its capacity as Collateral Agent (as defined in the Security
Agreement), for its benefit and the ratable benefit of each Secured Party (as defined in the Security Agreement), upon and to,
all of its right, title and interest in and to the Collateral, whether now owned or hereafter acquired, created or arising and
wherever located.



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4.
Confirmation of Indebtedness. Loan Parties confirm and acknowledge that as of the close of business on April 27,
2018, Borrowers were indebted to Administrative Agent and Lenders under the Credit Agreement in the aggregate principal amount
of $ 484,961,145.80 for the Revolving Credit Loans, without any deduction, defense, setoff, claim or counterclaim, plus all fees,
costs and expenses incurred to date in connection with the Credit Agreement and the Existing Financing Agreements.


5.
Acknowledgment of Guarantors. Each Guarantor hereby covenants and agrees that the Continuing Agreement of Guaranty
and Suretyship (US Guarantied Obligations) and the Continuing Agreement of Guaranty and Suretyship (UK Obligations), both dated
November 14, 2018, as amended, restated, reaffirmed, supplemented and otherwise modified from time to time, shall remain in full
force and effect and shall continue to cover the existing and future Obligations of Borrowers and each other Guarantor to Administrative
Agent and Lenders under the Credit Agreement and the Existing Financing Agreements.


6.
Fees. Upon the effectiveness of this Amendment, Borrowers shall pay to the Administrative Agent the following
fees, each of which shall be fully earned and payable on the Effective Date:


(a)
Borrowers shall pay to Administrative Agent, for the benefit of the Lenders approving this Amendment (each, an “Approving
Lender”), a non-refundable amendment fee (“Amendment Fee”) in an aggregate amount equal to $300,000,
representing a 5 basis point fee based on each Approving Lender’s respective Revolving Credit Commitment; and


(b)
Borrowers shall pay to Administrative Agent for the benefit for the Increasing Lenders an upfront fee (“Accordion
Upfront Fee”) in an aggregate amount of $150,000, representing a 15 basis point fee on each Increasing Lender’s
increase in its respective Revolving Credit Commitment.


7.
Conditions Precedent/Effectiveness Conditions. This Amendment shall be effective upon (the “Effective Date”)
the satisfaction of each of the following conditions (all documents to be in form and substance reasonably satisfactory to Administrative
Agent and Administrative Agent’s counsel):


(a)
Administrative Agent shall have received this Amendment duly executed by Lenders and all Loan Parties;


(b)
Administrative Agent shall have received each of the agreements and documents (all fully executed, as applicable) listed
on the Closing Checklist attached hereto as Exhibit A;


(c)
Payment of the Amendment Fee and Accordion Upfront Fee;


(d)
After giving effect to this Amendment, no Potential Default or Event of Default shall have occurred and be continuing; and



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(e)
Execution and/or delivery of all other agreements, instruments and documents requested by Agent to effectuate and implement
the terms hereof.


8.
Payment of Expenses. Loan Parties shall pay or reimburse Administrative Agent for its reasonable attorneys’
fees and expenses in connection with the preparation, negotiation and execution of this Amendment and the documents provided for
herein or related hereto.


9.
Reaffirmation of Existing Financing Agreements. Except as modified by the terms hereof, all of the terms and conditions
of the Credit Agreement, as amended, and all other of the Existing Financing Agreements, are hereby reaffirmed and shall continue
in full force and effect as therein written.


10.
Release. As further consideration for Administrative Agent’s and Lenders’ agreement to grant the accommodations
set forth herein, each Loan Party hereby waives and releases and forever discharges Administrative Agent and Lenders and their
respective officers, directors, attorneys, agents and employees from any liability, damage, claim, loss or expense of any kind
that Loan Parties, or any of them, may have against Administrative Agent or Lender arising out of or relating to the Obligations,
this Amendment or the Existing Financing Agreements, other than any liability, damage, claim, loss or expense as a result of the
gross negligence or willful misconduct of the Administrative Agent or any Lender.


11.
Miscellaneous.


(a)
No rights are intended to be created hereunder for the benefit of any third party donee, creditor, or incidental beneficiary.


(b)
The headings of any paragraph of this Amendment are for convenience only and shall not be used to interpret any provision
hereof.


(c)
No modification hereof or any agreement referred to herein shall be binding or enforceable unless in writing and signed
on behalf of the party against whom enforcement is sought.


(d)
The terms and conditions of this Amendment shall be governed by the laws of the State of New York.


(e)
This Amendment may be executed in any number of counterparts and by facsimile, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the same agreement. Delivery by facsimile or electronic
transmission shall bind the parties hereto.


[SIGNATURES APPEAR
ON THE FOLLOWING PAGE]



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IN WITNESS WHEREOF, the
parties have caused this Amendment to be executed and delivered by their duly authorized officers as of the date first above written. 


 


BORROWERS:


	US BORROWERS
	 
	SPH GROUP HOLDINGS LLC
	By: Steel Partners Holdings GP Inc., its Manager
	 
	By:	
        /s/ Douglas B. Woodworth

	Name: Douglas B. Woodworth
	Title: Chief Financial Officer
	 
	STEEL EXCEL INC.
	 
	By:	
        /s/ Douglas B. Woodworth

	Name: Douglas B. Woodworth 
	Title: Vice President & Chief Financial Officer
	 
	API AMERICAS INC.
	 
	By:	
        /s/ Douglas B. Woodworth

	Name: Douglas B. Woodworth 
	Title: Authorized Signatory
	 
	HANDY & HARMAN GROUP LTD.
	 
	By:	
        /s/ Douglas B. Woodworth

	Name: Douglas B. Woodworth 
	Title: Senior Vice President
	 
	UK BORROWER
	 
	CEDAR 2015 LIMITED
	By:	
        /s/ Jack L. Howard

	Name: Jack L. Howard 
	Title: Director



 


 


 





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	GUARANTORS:	STEEL PARTNERS HOLDINGS L.P.
	 	By: Steel Partners Holdings GP Inc., its General Partner
	 	 
	 	By:	
        /s/ Douglas B. Woodworth

	 	Name: Douglas B. Woodworth 
	 	Title: Chief Financial Officer
	 	 
	 	SPH GROUP LLC
	 	By: Steel Partners Holdings GP Inc., its Managing Member
	 	 
	 	By:	
        /s/ Douglas B. Woodworth

	 	Name: Douglas B. Woodworth 
	 	Title: Chief Financial Officer
	 	 
	 	WEBFINANCIAL HOLDING LLC
	 	By: WebFinancial Holding Corporation, its Managing Member
	 	 
	 	By:	
        /s/ Douglas B. Woodworth

	 	Name: Douglas B. Woodworth 
	 	Title: Chief Financial Officer
	 	 
	 	DGT HOLDINGS CORP.
	 	STEEL SERVICES LTD. 
	 	WEBFINANCIAL HOLDING CORPORATION  
	 	 
	 	By:	
        /s/ Douglas B. Woodworth

	 	Name: Douglas B. Woodworth 
	 	Title: Chief Financial Officer
	 	 
	 	WEBBANK HOLDING CORP. 
	 	 
	 	By:	
        /s/ Douglas B. Woodworth

	 	Name: Douglas B. Woodworth 
	 	Title: Authorized Signatory





 


 


 


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	BAIRNCO, LLC
	BASIN WELL LOGGING WIRELINE SERVICE INC.
	BLACK HAWK ENERGY SERVICES LTD.
	HANDY & HARMAN
	HANDY & HARMAN ELECTRONIC MATERIALS CORPORATION
	HANDY & HARMAN INTERNATIONAL, LTD.
	HANDY & HARMAN OF CANADA, LIMITED
	HANDY & HARMAN TUBE COMPANY, INC.
	HANDYTUBE CORPORATION
	INDIANA TUBE CORPORATION
	JPS COMPOSITE MATERIALS CORP.
	JPS INDUSTRIES HOLDINGS LLC
	KASCO, LLC
	LUCAS-MILHAUPT, INC.
	LUCAS-MILHAUPT WARWICK LLC
	MEX HOLDINGS LLC
	MTE CORPORATION
	OMG, INC.
	OMNI TECHNOLOGIES CORPORATION OF DANVILLE
	ROGUE PRESSURE SERVICES LTD.
	SL DELAWARE HOLDINGS, INC.
	SL INDUSTRIES, INC.
	SL MONTEVIDEO TECHNOLOGY, INC.
	SL POWER ELECTRONICS CORPORATION
	SLMTI DS LLC
	STEEL ENERGY SERVICES LTD.
	SUN WELL SERVICE, INC.
	WHX CS CORP.
	 
	By:	
        /s/ Douglas
        B. Woodworth

	Name: Douglas B. Woodworth
	Title: Senior Vice President 
	 
	BASEBALL HEAVEN INC.
	STEEL SPORTS INC.
	 
	By:	
        /s/ Douglas B. Woodworth

	Name: Douglas B. Woodworth
	Title: Vice President 




 


 


 


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	API (USA) HOLDINGS LTD.
	 
	By:	
        /s/ Douglas
        B. Woodworth

	Name: Douglas B. Woodworth
	Title: Authorized Signatory
	 
	ATLANTIC SERVICE COMPANY, LIMITED
	 
	By:	
        /s/ Douglas
        B. Woodworth

	Name: Douglas B. Woodworth
	Title: Treasurer
	 
	Dunmore International Corp.
	 
	By:	
        /s/ Douglas
        B. Woodworth

	Name:  Douglas B. Woodworth
	Title:  Treasurer






 


 


 


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	PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, Issuing Lender and a Lender
	 
	 
	By:	/s/ Bryan Flory
	Name: Bryan Flory
	Title: Vice President



 


 


 


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	CITIZENS BANK, N.A., as a Lender
	 
	 
	By:	
        /s/ Douglas Moore

	Name: Douglas Moore
	Title: Senior Vice President



 


 


 


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	SUNTRUST BANK, as a Lender
	 
	 
	By:	
        /s/ Eric Saxon

	Name: Eric Saxon
	Title: Vice President




 


 


 


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	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender
	 
	 
	By:	/s/ Melinda A. White
	Name: Melinda A. White
	Title: Senior Vice President




 


 


 


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	BRANCH BANKING AND TRUST COMPANY, as a Lender
	 
	 
	By:	/s/ Jeff Skalka
	Name: Jeff Skalka
	Title: Vice President




 


 


 


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	FIFTH THIRD BANK, as a Lender
	 
	 
	By:	/s/ Peter Samboul
	Name: Peter Samboul
	Title: Director




 


 


 


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	ROYAL BANK OF CANADA, as a Lender
	 
	 
	By:	
        /s/ Philippe Pepin

	Name: Philippe Pepin
	Title: Authorized Signatory




 


 


 


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	SANTANDER BANK, N.A., as a Lender
	 
	 
	By:	
        /s/ Shamek Ghosh

	Name: Shamek Ghosh
	Title: Vice President




 


 


 


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	KEYBANK NATIONAL ASSOCIATION, as a Lender
	 
	 
	By:	
        /s/ Marc Evans

	Name: Marc Evans
	Title: Vice President




 


 


 


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	TD BANK, N.A., as a Lender
	 
	 
	By:	
        /s/ Maria P. Goncalves

	Name: Maria P. Goncalves
	Title: Regional Vice President




 


 


 


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	PEOPLE’S UNITED BANK, NATIONAL ASSOCIATION, as a Lender
	 
	 
	By:	
        /s/ James Riley

	Name: James Riley
	Title: Senior Vice President




 


 


 


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Exhibit
A to First Amendment


 


Description of BW Rights Offering


 


“BW Rights Offering” shall mean
that certain rights offering conducted by Babcock & Wilcox Enterprises, Inc. (“B&W”), which commenced on March
19, 2018. Pursuant to the BW Rights Offering, B&W distributed one nontransferable subscription right to purchase additional
common shares for each common share held as of 5:00 p.m., New York City time, on March 15, 2018. In addition, the BW Rights Offering,
as amended, entitles holders to purchase 2.8 common shares at a subscription price of $2.00 per share. B&W will not issue any
fractional shares in the amended rights offering and exercises of rights will be rounded down to the nearest whole common share.
Rights may be exercised at any time during the subscription period, which commenced on March 19, 2018 and expires at 5:00 p.m.,
New York City time, on April 30, 2018, unless B&W further extends the subscription period.


 


Steel Excel Inc. owns 6,993,219 shares of common
stock of B&W constituting approximately 15.8% of outstanding shares.


 


On April 12, 2018, Steel Partners Holdings
L.P. (“Steel Holdings”) entered into an agreement with Vintage Capital Management, LLC (“Vintage”) pursuant
to which Steel Holdings has agreed to backstop Vintage’s obligation under the equity commitment agreement entered into between
Vintage and B&W with respect to the BW Rights Offering. Steel Holdings has committed, subject to specified conditions, to fund
a portion of Vintage’s backstop commitment up to a maximum aggregate amount of $46,500,000, but not to exceed such number
of shares as would result in Steel Holdings (together with its affiliates and associates) beneficially owning more than 29.95%
of the then-outstanding shares of B&W.