Successors and Assigns Generally 132
11.8.2 Assignments by Lenders 133
11.8.3 Register 135
11.8.4
Participations 135
11.8.5 Certain Pledges; Successors and Assigns Generally
136
11.9 Confidentiality 136
11.9.1 General 136
11.9.2 Sharing
Information With Affiliates of the Lenders 137
11.10 Counterparts;
Integration; Effectiveness 137
11.10.1 Counterparts; Integration;
Effectiveness 137
11.11 CHOICE OF LAW; SUBMISSION TO JURISDICTION; WAIVER OF
VENUE; SERVICE OF PROCESS; WAIVER OF JURY TRIAL [CHOICE OF LAW, ETC.] 138
11.11.1 Governing Law 138
11.11.2 SUBMISSION TO JURISDICTION 138
11.11.3
WAIVER OF VENUE 138
11.11.4 SERVICE OF PROCESS 139
11.11.5 WAIVER OF
JURY TRIAL 139
11.12 USA Patriot Act Notice 139
11.13 Reserved 139
11.14
Quebec Security Documents 139 12. BORROWING AGENCY. 140
12.1 Borrowing Agency
Provisions 140
12.2 Acknowledgement and Consent to Bail-In of EEA Financial
Institution 141
vi
LIST OF SCHEDULES AND EXHIBITS
SCHEDULES
SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF LENDERS AND
ADDRESSES FOR NOTICES SCHEDULE 1.1(E)(1)
EXCLUDED SUBSIDIARIES SCHEDULE
1.1(E)(2) - EXISTING LETTERS OF CREDIT SCHEDULE 6.1.1 - QUALIFICATIONS TO DO
BUSINESS SCHEDULE 6.1.2 - SUBSIDIARIES SCHEDULE 6.1.13(C)
ERISA REPRESENTATION
SCHEDULE 6.1.14 - ENVIRONMENTAL DISCLOSURES SCHEDULE 6.1.17
LABOR AGREEMENTS
SCHEDULE 8.1.13
LOCATION OF COLLATERAL SCHEDULE 8.2.1 - EXISTING PERMITTED
INDEBTEDNESS SCHEDULE 8.2.2 - EXISTING PERMITTED LIENS SCHEDULE 8.2.4
EXISTING
PERMITTED INVESTMENTS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION
AGREEMENT EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(N)(1) - REVOLVING
CREDIT NOTE EXHIBIT 1.1(N)(2) - SWING LOAN NOTE EXHIBIT 1.1(N)(3) - TERM NOTE
EXHIBIT 1.1(P)(4) - PERFECTION CERTIFICATE EXHIBIT 1.1(P)(5) - PERFECTION
CERTIFICATE SUPPLEMENT EXHIBIT 2.5.1 - LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN
REQUEST EXHIBIT 2.11 - LENDER JOINDER EXHIBIT 5.9.7(A) - U.S. TAX COMPLIANCE
CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal
Income Tax Purposes) EXHIBIT 5.9.7(B) - U.S. TAX COMPLIANCE CERTIFICATE (For
Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax
Purposes) EXHIBIT 5.9.7(C) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign
Participants That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT
5.9.7(D) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are
Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 7.11 - SOLVENCY
CERTIFICATE EXHIBIT 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATE
vii
CREDIT AGREEMENT
THIS CREDIT AGREEMENT (as hereafter amended, amended and restated, supplemented
or otherwise modified from time to time, the "Agreement") is dated as of
November 14, 2017 and is made 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, API AMERICAS INC., a Delaware corporation
and IGO, 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
and each other Person joined hereto as a "Borrower" from time to time,
collectively, the "Borrowers" and each individually, a "Borrower"), each of the
GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and
PNC BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent (as
hereinafter