Common use of LIST OF SCHEDULES AND EXHIBITS Clause in Contracts

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - LENDERS SCHEDULE 1.1(C) - 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(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 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 & HXXXXX 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 (as hereinafter defined), the LENDERS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent (as hereinafter defined). The Borrowers have requested the Lenders to provide a revolving credit facility to the Borrowers in an aggregate principal amount not to exceed $600,000,000. In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and agree as follows:

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - LENDERS SCHEDULE 1.1(C) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(E)(1) EXCLUDED SUBSIDIARIES SCHEDULE 1.1(E)(21.1(P) - EXISTING PERMITTED LIENS SCHEDULE 2.8.1 - LETTERS OF CREDIT SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - SUBSIDIARIES SCHEDULE 6.1.13(C) ERISA REPRESENTATION 6.1.5 - LITIGATION 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 8.2.3 - EXISTING PERMITTED LIENS GUARANTIES SCHEDULE 8.2.4 EXISTING PERMITTED - INVESTMENTS SCHEDULE 8.2.9 - SUBSIDIARIES, PARTNERSHIPS, JOINT VENTURES EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(B) - BORROWER JOINDER EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(I) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(L) - LENDER JOINDER EXHIBIT 1.1(N)(1) - REVOLVING CREDIT NOTE EXHIBIT 1.1(N)(2) - SWING LOAN NOTE EXHIBIT 1.1(P)(4) - PERFECTION CERTIFICATE EXHIBIT 1.1(P)(5) - PERFECTION CERTIFICATE SUPPLEMENT EXHIBIT 2.5.1 2.4.1 - LOAN REQUEST EXHIBIT 2.5.2 2.4.2 - 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 8.2.6 - SOLVENCY ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATE SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, amended and restated, supplemented or otherwise modified from time to time, the “Agreement”) is dated as of November 14March 13, 2017 2015 and is made by and among HANDY & HXXXXX GROUP LTD.X.X. XXXXXX COMPANY, a Delaware corporationPennsylvania corporation (the “Company”), SPH GROUP HOLDINGS LLC, a Delaware limited liability company, STEEL EXCEL INC., a Delaware corporation, and API AMERICAS INC.CXT INCORPORATED, a Delaware corporation (collectively, the “US Borrowers” and each individually, a “US BorrowerCXT”), CEDAR 2015 LIMITEDSALIENT SYSTEMS, INC., an Ohio corporation (“Salient Systems”), X.X. XXXXXX RAIL TECHNOLOGIES, INC., a private limited company incorporated in England and Wales West Virginia corporation formerly known as Portec Rail Products, Inc. (“UK BorrowerRail Technologies, Inc.”), X.X. XXXXXX RAIL TECHNOLOGIES CANADA LTD., a corporation incorporated under the laws of Canada formerly known as Portec, Rail Products Ltd. (“Rail Technologies Canada”) and X.X. XXXXXX RAIL TECHNOLOGIES, CORP., a corporation amalgamated under the laws of Canada formerly known as Kelsan Technologies Corp. (“Rail Technologies, Corp.” and together with US Borrowersthe Company, CXT, Salient Systems, Rail Technologies, Inc. and Rail Technologies Canada, collectively referred to herein as the “Borrowers” and each individually, a “Borrower”), each of the other BORROWERS and each of the GUARANTORS (as hereinafter defined)) from time to time a party hereto, the LENDERS (as hereinafter defined)) from time to time a party hereto, and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this Agreement (hereinafter referred to in such capacity as the “Administrative Agent Agent”), and Bank of America, N.A., as a Co-Syndication Agent, and Xxxxx Fargo Bank, National Association, as a Co-Syndication Agent. The Borrowers, the Administrative Agent, and certain of the Lenders hereunder are parties to an Amended and Restated Credit Agreement, dated as of September 23, 2014 (as hereinafter definedamended to the date hereof, the “Existing Credit Agreement”). , providing for a revolving credit facility; and The Borrowers have requested the Lenders amend and restate the Existing Credit Agreement to provide a revolving credit facility to the Borrowers in an aggregate principal amount not to exceed $600,000,000335,000,000, with sublimits for (a) the issuance of Letters of Credit in Dollars and in Optional Currencies in an amount not to exceed $30,000,000, (b) borrowings of Swing Loans in Dollars in an amount not to exceed $15,000,000, and (c) borrowings in Optional Currencies in an amount not to exceed $25,000,000; and with an accordion feature not to exceed $100,000,000. In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and agree as follows:

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - LENDERS SCHEDULE 1.1(C) - 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 6.1.18 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(P)(41.1(N)(3) - PERFECTION CERTIFICATE EXHIBIT 1.1(P)(5) - PERFECTION CERTIFICATE SUPPLEMENT TERM NOTE 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 AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, amended and restated, supplemented or otherwise modified from time to time, the “Agreement”) is dated as of November 14December 29, 2017 2021 and is made by and among HANDY & HXXXXX GROUP LTD., a Delaware corporation, SPH GROUP HOLDINGS LLC, a Delaware limited liability companycompany (“SPH Group”), STEEL EXCEL INC., a Delaware corporationcorporation (“Steel Excel”) and IGO, and API AMERICAS INC., a Delaware corporation (collectively“iGo”, 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 BorrowersSPH Group, Steel Excel, 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 defined). The Borrowers have requested the Lenders to provide a revolving credit facility to the Borrowers in an aggregate principal amount not to exceed $600,000,000. In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and agree as follows:.

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(ASCHEDULES: Schedule 1.01 – Existing Letters of Credit Schedule 2.01(A) – Commitments Schedule 2.01(B) - PRICING GRID SCHEDULE 1.1(BSwingline Commitments Schedule 2.01(C) - LENDERS SCHEDULE 1.1(CTerm Loan Amounts Schedule 3.12 – Material Subsidiaries Schedule 6.01 – Existing Indebtedness Schedule 6.02 – Existing Liens Schedule 6.04 – Existing Investments Schedule 6.10 – Existing Restrictions EXHIBITS: Exhibit A – Form of Assignment and Assumption Exhibit B – Form of Compliance Certificate Exhibit C – Form of Guaranty Agreement (Material Subsidiaries) - 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(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) - Exhibit D – Form of Borrowing Request Exhibit E – Form of Interest Election Request Exhibit F-1 – Form of U.S. TAX COMPLIANCE CERTIFICATE Tax Certificate (For Foreign Non-U.S. Lenders That Are Not that are not Partnerships For for U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(B) - Exhibit F-2 – Form of U.S. TAX COMPLIANCE CERTIFICATE Tax Certificate (For Foreign Non-U.S. Participants That Are Not that are not Partnerships For for U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(C) - Exhibit F-3 – Form of U.S. TAX COMPLIANCE CERTIFICATE Tax Certificate (For Foreign Non-U.S. Participants That Are that are Partnerships For for U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(D) - Exhibit F-4 Form of U.S. TAX COMPLIANCE CERTIFICATE Tax Certificate (For Foreign Non-U.S. Lenders That Are that are Partnerships For for U.S. Federal Income Tax Purposes) EXHIBIT 7.11 - SOLVENCY CERTIFICATE EXHIBIT 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATE LIST OF SCHEDULES AND EXHIBITS, Solo Page SIXTH AMENDED AND RESTATED CREDIT FACILITY 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 14August 30, 2017 and is made by and 2016, among HANDY & HXXXXX GROUP LTD., a Delaware corporation, SPH GROUP HOLDINGS LLC, a Delaware limited liability company, STEEL EXCEL LENNOX INTERNATIONAL 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 (as hereinafter defined), the LENDERS (as hereinafter defined)party hereto, and PNC JPMORGAN CHASE BANK, NATIONAL ASSOCIATIONN.A., in its capacity as Administrative Agent (as hereinafter defined). The Borrowers have requested the Lenders to provide a revolving credit facility to the Borrowers in an aggregate principal amount not to exceed $600,000,000. In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and agree as follows:Agent.

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - LENDERS SCHEDULE 1.1(C) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(E)(11.1(P) EXCLUDED SUBSIDIARIES - PERMITTED LIENS SCHEDULE 1.1(E)(2) 2.9.1 - 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 7.1.1 - ENVIRONMENTAL DISCLOSURES SCHEDULE 6.1.17 LABOR AGREEMENTS SCHEDULE 8.1.13 LOCATION OPINION OF COLLATERAL COUNSEL 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(B) - BORROWER JOINDER EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(I) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(N)(1) - REVOLVING CREDIT NOTE EXHIBIT 1.1(N)(2) - SWING LOAN 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 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 & HXXXXX 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 (as hereinafter defined), the LENDERS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent (as hereinafter defined). The Borrowers have requested the Lenders to provide a revolving credit facility to the Borrowers in an aggregate principal amount not to exceed $600,000,000. In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and agree as follows:CERTIFICATE

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - LENDERS SCHEDULE 1.1(C) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(E)(1) EXCLUDED SUBSIDIARIES SCHEDULE 1.1(E)(21.1(E) - EXISTING LETTERS OF CREDIT SCHEDULE 6.1.1 1.1(P) - QUALIFICATIONS TO DO BUSINESS PERMITTED LIENS SCHEDULE 6.1.2 1.1(S) - EXCLUDED SUBSIDIARIES SCHEDULE 6.1.3 - 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(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(B5.9.7 (B) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(C5.9.7 (C) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(D5.9.7 (D) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 7.11 8.2.4 - SOLVENCY ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATE 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 & HXXXXX 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 (as hereinafter defined), the LENDERS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent (as hereinafter defined). The Borrowers have requested the Lenders to provide a revolving credit facility to the Borrowers in an aggregate principal amount not to exceed $600,000,000. In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and agree as follows:CERTIFICATE

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - LENDERS SCHEDULE 1.1(C) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(E)(11.1(P) EXCLUDED SUBSIDIARIES - PERMITTED LIENS SCHEDULE 1.1(E)(2) 2.9.1 - EXISTING LETTERS OF CREDIT SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - SUBSIDIARIES AND JOINT VENTURES SCHEDULE 6.1.13(C) ERISA REPRESENTATION 6.1.12 - CONSENTS AND APPROVALS SCHEDULE 6.1.14 6.1.21 - ENVIRONMENTAL DISCLOSURES SCHEDULE 6.1.17 LABOR AGREEMENTS SCHEDULE 8.1.13 LOCATION OF COLLATERAL PERMITTED BUSINESS OPPORTUNITIES 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)(11.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(R) - REVOLVING CREDIT NOTE EXHIBIT 1.1(N)(21.1(S) - SWING LOAN NOTE EXHIBIT 1.1(P)(4) - PERFECTION CERTIFICATE EXHIBIT 1.1(P)(5) - PERFECTION CERTIFICATE SUPPLEMENT EXHIBIT 2.5.1 2.4 - LOAN REQUEST EXHIBIT 2.5.2 2.5 - SWING LOAN REQUEST EXHIBIT 2.11 - LENDER JOINDER EXHIBIT 5.9.7(A5.7 - COMMITMENT REDUCTION NOTICE EXHIBIT 5.10.7(A) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(B5.10.7(B) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(C5.10.7(C) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(D5.10.7(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 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 & HXXXXX 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 (as hereinafter defined), the LENDERS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent (as hereinafter defined). The Borrowers have requested the Lenders to provide a revolving credit facility to the Borrowers in an aggregate principal amount not to exceed $600,000,000. In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and agree as follows:CERTIFICATE

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - LENDERS SCHEDULE 1.1(C) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(E)(11.1(P) EXCLUDED - PERMITTED LIENS SCHEDULE 1.1(S) - PROJECT MINING SUBSIDIARIES SCHEDULE 1.1(E)(2) 2.9.1 - EXISTING LETTERS OF CREDIT SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - SUBSIDIARIES SCHEDULE 6.1.13(C) ERISA REPRESENTATION 6.1.4 - MATERIAL CONTRACTS SCHEDULE 6.1.14 - ENVIRONMENTAL DISCLOSURES SCHEDULE 6.1.17 LABOR AGREEMENTS 7.1.1 - OPINION OF COUNSEL SCHEDULE 8.1.13 LOCATION 8.1 - MAINTENANCE OF COLLATERAL MATERIAL CONTRACTS; LICENSES; PERMITS 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(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 2.12 - NEW 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 8.2.5 - SOLVENCY DISTRIBUTION COMPLIANCE CERTIFICATE EXHIBIT 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATE AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, amended and restated, supplemented or otherwise modified from time to time, the “"Agreement”") is dated as of November 14August 11, 2017 and is made by and among HANDY & HXXXXX GROUP LTD., a Delaware corporation, SPH GROUP HOLDINGS LLC, a Delaware limited liability company, STEEL EXCEL INC., a Delaware corporation, and API AMERICAS INC.The North American Coal Corporation, 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 (as hereinafter defined"), the LENDERS (as hereinafter defined), KEYBANK NATIONAL ASSOCIATION as Syndication Agent and PNC BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent (as hereinafter defined). The Borrowers have requested administrative agent for the Lenders under this Agreement (hereinafter referred to provide a revolving credit facility to in such capacity as the Borrowers in an aggregate principal amount not to exceed $600,000,000. In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and agree as follows:"Administrative Agent").

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - LENDERS SCHEDULE 1.1(C) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(E)(1) EXCLUDED SUBSIDIARIES SCHEDULE 1.1(E)(21.1(E) - EXISTING LETTERS OF CREDIT SCHEDULE 6.1.1 1.1(P) - 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 7.1.2 - CAPITALIZATION; SUBSIDIARIES SCHEDULE 9.2.1 - PERMITTED INVESTMENTS INDEBTEDNESS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(G)(11.1(B) - BORROWER JOINDER EXHIBIT 1.1(G) - GUARANTOR JOINDER EXHIBIT 1.1(L) - XXXXXX XXXXXXX EXHIBIT 1.1(N)(1) - REVOLVING CREDIT NOTE EXHIBIT 1.1(N)(2) - SWING LOAN NOTE EXHIBIT 1.1(P)(41.1(N)(3) - PERFECTION CERTIFICATE TERM NOTE EXHIBIT 1.1(P)(5) - PERFECTION CERTIFICATE SUPPLEMENT EXHIBIT 2.5.1 2.4.1 - LOAN REQUEST EXHIBIT 2.5.2 2.4.2 - SWING LOAN REQUEST EXHIBIT 2.11 - LENDER JOINDER EXHIBIT 5.9.7(A6.9.7(A) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(B6.9.7(B) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(C6.9.7(C) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(D6.9.7(D) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 7.11 9.2.6 - SOLVENCY ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 8.3.3 9.3.3 - QUARTERLY COMPLIANCE CERTIFICATE EXHIBIT 9.3.4 - BORROWING BASE CERTIFICATE CREDIT AGREEMENT THIS CREDIT AGREEMENT (as hereafter amended, amended and restated, supplemented or otherwise modified from time to time, the “Agreement”) is originally dated as of November 14July 13, 2017 2017, and is made by and among HANDY & HXXXXX GROUP LTD.MASTECH DIGITAL, a Delaware corporation, SPH GROUP HOLDINGS LLC, a Delaware limited liability company, STEEL EXCEL INC., a Delaware corporation, and API AMERICAS INC., a Delaware Pennsylvania corporation (collectively, the “US Borrowers” and each individually, a “US BorrowerMDI”), CEDAR 2015 LIMITED, a private limited company incorporated in England and Wales each of the other BORROWERS (“UK Borrower” and together with US Borrowers, the “Borrowers” and each individually, a “Borrower”as hereinafter defined), each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as the Administrative Agent (as hereinafter defined). The Borrowers have requested the Lenders to provide (i) a revolving credit facility to the Revolving Borrowers (as hereinafter defined) in an aggregate principal amount not to exceed Forty Million and 00/100 Dollars ($600,000,00040,000,000.00), including therein a Swing Loan (as hereinafter defined) subfacility to the US Revolving Borrowers (as hereinafter defined) and a Letter of Credit (as hereinafter defined) subfacility to the US Revolving Borrowers, and (ii) a Thirteen Million One Hundred Thousand and 00/100 Dollar ($13,100,000.00) term loan facility to the Acquisition Borrowers, in each case subject to Section 5.7 [Incremental Loans]. In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and agree as follows:

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - LENDERS SCHEDULE 1.1(C) - 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 6.1.4 REQUIRED CONSENTS SCHEDULE 6.1.5 LITIGATION SCHEDULE 6.1.7 MATERIAL ADVERSE CHANGE SCHEDULE 6.1.10 INTELLECTUAL PROPERTY SCHEDULE 6.1.14 - ENVIRONMENTAL DISCLOSURES SCHEDULE 6.1.17 LABOR AGREEMENTS SCHEDULE 8.1.13 LOCATION OF 8.1.3 - INSURANCE REQUIREMENTS RELATING TO COLLATERAL SCHEDULE 8.2.1 9.1.6 - EXISTING PERMITTED INDEBTEDNESS SCHEDULE 8.2.2 - EXISTING PERMITTED LIENS SCHEDULE 8.2.4 EXISTING PERMITTED INVESTMENTS FINAL JUDGMENTS OR ORDERS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(G)(11.1(B) - GUARANTOR JOINDER BORROWING BASE REPORT EXHIBIT 1.1(N)(1) - REVOLVING CREDIT NOTE EXHIBIT 1.1(N)(2) - SWING LOAN 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 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 14October 23, 2017 2013 and is made by and among HANDY & HXXXXX GROUP LTD.SPH Group Holdings, a Delaware corporation, SPH GROUP HOLDINGS LLC, a Delaware limited liability companycompany (“SPH”), STEEL EXCEL INC.Steel Partners Holdings, L.P., 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 partnership (“UK Borrower” Steel Partners”, and together with US Borrowers, the “Borrowers” SPH and each individuallyother Person joined as a borrower from time to time, a collectively and individually as the context may require, “Borrower”), each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATIONASSOCIATION (“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 (as hereinafter definedAgent"). The Borrowers have Borrower has requested the Lenders to provide a revolving credit facility to the Borrowers Borrower in an aggregate principal amount not to exceed $600,000,00050,000,000. In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and agree as follows:

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - LENDERS SCHEDULE 1.1(C) - 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 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 & HXXXXX XXXXXX 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 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 BorrowersBorrowers 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 defined). The Borrowers have requested the Lenders to provide a revolving credit facility to the Borrowers in an aggregate principal amount not to exceed $600,000,000700,000,000. In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and agree as follows:

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - LENDERS SCHEDULE 1.1(C) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(E)(1) EXCLUDED SUBSIDIARIES SCHEDULE 1.1(E)(21.1(E) - EXISTING LETTERS OF CREDIT SCHEDULE 6.1.1 1.1(P)(1) - QUALIFICATIONS TO DO BUSINESS PERMITTED INVESTMENTS SCHEDULE 6.1.2 1.1(P)(2) - PERMITTED LIENS SCHEDULE 1.1(S) - EXCLUDED SUBSIDIARIES SCHEDULE 5.1.2 - SUBSIDIARIES SCHEDULE 6.1.13(C) 5.1.12 - ERISA REPRESENTATION COMPLIANCE SCHEDULE 6.1.14 7.2.1 - 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 7.2.3 - EXISTING PERMITTED LIENS SCHEDULE 8.2.4 EXISTING PERMITTED INVESTMENTS GUARANTIES EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AND SURETYSHIP AGREEMENT EXHIBIT 1.1(I) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(N)(1) - REVOLVING CREDIT NOTE EXHIBIT 1.1(N)(2) - SWING LOAN NOTE EXHIBIT 1.1(P)(4) - PERFECTION CERTIFICATE EXHIBIT 1.1(P)(5) - PERFECTION CERTIFICATE SUPPLEMENT EXHIBIT 2.5.1 - REVOLVING CREDIT LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 2.11 - LENDER JOINDER EXHIBIT 5.9.7(A4.9.7(A) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(B4.9.7(B) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(C4.9.7(C) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(D4.9.7(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 7.3.3 - QUARTERLY COMPLIANCE CERTIFICATE SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, amended and restated, supplemented or otherwise modified from time to time, the “Agreement”) is dated as of November 14December 11, 2017 2015 and is made by and among HANDY & HXXXXX GROUP LTD.MSA SAFETY INCORPORATED, a Delaware corporation, SPH GROUP HOLDINGS LLC, a Delaware limited liability company, STEEL EXCEL INC., a Delaware corporation, and API AMERICAS INC., a Delaware Pennsylvania corporation (collectively, the “US BorrowersBorrower” and each individually, a or the “US BorrowerCompany”), CEDAR 2015 LIMITEDMSA UK Holdings Limited, a private limited liability company incorporated in England and Wales with registered number 09720572 (the “UK Borrower”), MSA International Holdings BV, a private company with limited liability “besloten vennootschap met beperkte aansprakelijkheid” incorporated under the laws of The Netherlands (the “Dutch Borrower”, and together with the US Borrower and the UK Borrower, each a “Borrower” and together with US Borrowers, the “Borrowers”); and the UK Borrower and the Dutch Borrower, each a “Foreign Borrower” and each individually, a together the “BorrowerForeign Borrowers”), each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), ) and PNC BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent administrative agent for the Lenders under this Agreement (as hereinafter defined) (hereinafter referred to in such capacity as the “Administrative Agent”). The Borrowers have requested the Lenders to provide a revolving credit facility (including a letter of credit subfacility) to the Borrowers in an aggregate principal amount amount, subject to Section 2.6 [Increase in Revolving Credit Commitments], not to exceed Five Hundred Seventy Five Million and 00/100 Dollars ($600,000,000575,000,000.00). In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and agree as follows:

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - LENDERS SCHEDULE 1.1(C) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(E)(1) EXCLUDED SUBSIDIARIES SCHEDULE 1.1(E)(21.1(C) - EXISTING LETTERS OF CREDIT SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - SUBSIDIARIES SCHEDULE 6.1.13(C) 6.1.5 - LITIGATION SCHEDULE SCHEDULE 6.1.10 - INTELLECTUAL PROPERTY SCHEDULE 6.1.13 - ERISA REPRESENTATION COMPLIANCE SCHEDULE 6.1.14 - ENVIRONMENTAL DISCLOSURES SCHEDULE 6.1.17 LABOR AGREEMENTS SCHEDULE 8.1.13 LOCATION OF COLLATERAL 8.1.10 - BANK ACCOUNTS SCHEDULE 8.2.1 - EXISTING PERMITTED INDEBTEDNESS SCHEDULE 8.2.2 8.2.4 - EXISTING PERMITTED LIENS SCHEDULE 8.2.4 EXISTING PERMITTED LOANS AND 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(P)(4) - PERFECTION CERTIFICATE EXHIBIT 1.1(P)(5) - PERFECTION CERTIFICATE SUPPLEMENT EXHIBIT 2.5.1 - LOAN REQUEST EXHIBIT 2.5.2 2.4.2 - 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 EXHIBIT 11.2.6 - RELEASE OF TRADEMARKS, PATENTS AND OTHER INTELLECTUAL PROPERTY SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Agreement”) is dated as of July 26, 2019 (the “Effective Date”) and as amended on March 26, 2020, November 1413, 2017 2020, July 23, 2021, February 17, 2022 and November 30, 2022 and is made by and among HANDY & HXXXXX GROUP LTD.CROCS, 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 BorrowerCrocs”), CEDAR 2015 LIMITEDCROCS RETAIL, LLC, a Colorado limited liability company (“Crocs Retail”), JIBBITZ, INC., a Colorado corporation (formerly known as JIBBITZ, LLC, a Colorado limited liability company) (“Jibbitz”), COLORADO FOOTWEAR C.V., a limited partnership (commanditaire vennootschap) established under the laws of the Netherlands and registered with the Dutch trade register under number 27302818 (“Colorado Footwear”), CROCS EUROPE B.V., a private limited company (besloten vennootschap met beperkte aansprakelijkheid) incorporated in England under the laws of the Netherlands and Wales registered with the Dutch trade register under number 27276812 (“UK Borrower” and Crocs Europe”, together with US BorrowersCrocs, Crocs Retail, Jibbitz, Colorado Footwear and each Person joined hereto as a borrower from time to time, collectively referred to herein as, the “Borrowers” and each individually, a or “Borrower”), each of the GUARANTORS Lenders (as hereinafter defined), the LENDERS PNC CAPITAL MARKETS LLC, in its capacity as sole book runner, co-syndication agent and joint lead arranger (as hereinafter defined“PNCCM”), BANK OF AMERICA, N.A., CITIBANK, N.A., HSBC BANK USA, N.A. and KEY BANK NATIONAL ASSOCIATION, each as joint lead arranger (together with PNCCM, the “Joint Lead Arrangers”) and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this Agreement (hereinafter referred to in such capacity as the “Administrative Agent Agent”), U.S. Dollar Swing Loan Lender (as hereinafter defined) and Issuing Lender (as hereinafter defined). Certain Borrowers, Administrative Agent and certain financial institutions as lenders have entered into that certain Revolving Credit and Security Agreement dated as of September 25, 2009 (as amended, the “Original Credit Agreement”) pursuant to which Administrative Agent and such financial institutions made loans and other advances to certain of the Borrowers. Certain Borrowers, Administrative Agent and certain financial institutions as lenders have entered into that certain Xxxxxxx and Restated Credit Agreement dated as of December 16, 2011 (as heretofore amended, the “Existing Credit Agreement”) which amended and restated the Original Credit Agreement and pursuant to which Administrative Agent and such financial institutions made loans and other advances to certain of the Borrowers. Borrowers and Administrative Agent desire to amend and restate the Existing Credit Agreement in its entirety pursuant to the terms and conditions hereof. This Agreement amends and restates the Existing Credit Agreement but does not extinguish the obligations evidenced thereby. The Borrowers have requested the Lenders to provide a revolving credit facility to the Borrowers in an aggregate principal amount not to exceed $600,000,000450,000,000. As of the First Amendment Date, the revolving credit facility was increased to an aggregate principal amount of $500,000,000, as of the Fourth Amendment Date, the revolving credit facility was increased to an aggregate principal amount of $600,000,000 and as of the Fifth Amendment Date, the revolving credit facility was increased to an aggregate principal amount of $750,000,000. In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and agree as follows:

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - LENDERS SCHEDULE 1.1(C) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(E)(16.1(a) EXCLUDED SUBSIDIARIES SCHEDULE 1.1(E)(2) - EXISTING LETTERS OF CREDIT SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 6.1(b) - SUBSIDIARIES SCHEDULE 6.1.13(C6.1(e) ERISA REPRESENTATION - LITIGATION SCHEDULE 6.1.14 6.1(n) - ENVIRONMENTAL DISCLOSURES SCHEDULE 6.1.17 LABOR AGREEMENTS 7.1(a) - OPINION OF COUNSEL SCHEDULE 8.1.13 LOCATION OF COLLATERAL SCHEDULE 8.2.1 8.2(p) - 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)(11.1(N) - GUARANTOR JOINDER EXHIBIT 1.1(N)(1) - REVOLVING CREDIT TERM NOTE EXHIBIT 1.1(N)(2) - SWING LOAN NOTE EXHIBIT 1.1(P)(4) - PERFECTION CERTIFICATE EXHIBIT 1.1(P)(5) - PERFECTION CERTIFICATE SUPPLEMENT EXHIBIT 2.5.1 2.4 - LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 2.11 - LENDER JOINDER EXHIBIT 5.9.7(A5.9(g)(A) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(B5.9(g)(B) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(C5.9(g)(C) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(D5.9(g)(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 8.3 - QUARTERLY COMPLIANCE CERTIFICATE 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 14October 16, 2017 2015, and is made by and among HANDY INDIANAPOLIS POWER & HXXXXX GROUP LTD.LIGHT COMPANY, a Delaware corporation, SPH GROUP HOLDINGS LLC, a Delaware limited liability company, STEEL EXCEL INC., a Delaware corporation, and API AMERICAS INC., a Delaware an Indiana 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 (as hereinafter defined), the LENDERS (as hereinafter defined), and PNC BANK, U.S. BANK NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this Agreement (hereinafter referred to in such capacity as the “Administrative Agent”) U.S. BANK NATIONAL ASSOCIATION, as Sole Lead Arranger (hereinafter referred to in such capacity as the “Lead Arranger”), and FIFTH THIRD BANK, as Documentation Agent (hereinafter referred to in such capacity as hereinafter definedthe “Documentation Agent”). The Borrowers have requested the Lenders to provide a revolving credit facility to the Borrowers in an aggregate principal amount not to exceed $600,000,000. In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and agree as follows:.

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - LENDERS SCHEDULE 1.1(C) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(E)(1) EXCLUDED SUBSIDIARIES 6.5 - OTHER MATERIAL INDEBTEDNESS AND LIABILITIES SCHEDULE 1.1(E)(26.12(d) - EXISTING LETTERS OF CREDIT ERISA OBLIGATIONS SCHEDULE 6.1.1 6.13 - QUALIFICATIONS TO DO BUSINESS SUBSIDIARIES; EQUITY INTERESTS SCHEDULE 6.1.2 6.18 - SUBSIDIARIES IP LITIGATION 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 9.1 - EXISTING PERMITTED INDEBTEDNESS LIENS SCHEDULE 8.2.2 9.3 - EXISTING PERMITTED LIENS SCHEDULE 8.2.4 EXISTING PERMITTED INVESTMENTS INDEBTEDNESS EXHIBITS EXHIBIT 1.1(A) A - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(G)(1) B - GUARANTOR SUBSIDIARY GUARANTY JOINDER EXHIBIT 1.1(N)(1) C - REVOLVING CREDIT NOTE EXHIBIT 1.1(N)(2) D - SWING LOAN NOTE EXHIBIT 1.1(P)(4) - PERFECTION CERTIFICATE EXHIBIT 1.1(P)(5) - PERFECTION CERTIFICATE SUPPLEMENT EXHIBIT 2.5.1 E - LOAN REQUEST EXHIBIT 2.5.2 F - SWING LOAN REQUEST EXHIBIT 2.11 - LENDER JOINDER EXHIBIT 5.9.7(A) G-1 - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(B) G-2 - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(C) G-3 - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(D) G-4 - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 7.11 H - SOLVENCY CERTIFICATE EXHIBIT 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATE 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 14March 29, 2017 2019 and is made by and among HANDY & HXXXXX GROUP LTD., a Delaware corporation, SPH GROUP HOLDINGS LLC, a Delaware limited liability company, STEEL EXCEL INC., a Delaware corporation, and API AMERICAS FACTSET RESEARCH SYSTEMS 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 (as hereinafter defined)) party hereto from time to time, the LENDERS (as hereinafter defined)) party hereto from time to time, and PNC BANK, NATIONAL ASSOCIATION, in its capacity as the Administrative Agent (as hereinafter defined), Swing Loan Lender (as hereinafter defined) and Issuing Lender (as hereinafter defined). The Borrowers have Borrower has requested the Lenders to provide a revolving credit facility to the Borrowers Borrower in an aggregate principal amount not to exceed $600,000,000750,000,000.00 (subject to increase and reduction as set forth herein), including therein a Swing Loan (as hereinafter defined) subfacility and a Letter of Credit (as hereinafter defined) subfacility, which credit facility will amend and restate in its entirety, but not constitute a novation of the indebtedness evidenced by, the Existing Loan Documents. In consideration of their mutual covenants and agreements hereinafter set forth specified and intending to be legally bound hereby, the parties hereto covenant and agree as follows:

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(ASCHEDULES: Schedule 1.01 – Existing Letters of Credit Schedule 2.01(A) - PRICING GRID SCHEDULE 1.1(B– Commitments Schedule 2.01(B) - LENDERS SCHEDULE 1.1(C– Swingline Commitments Schedule 2.01(C) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(E)(1– Term Loan Amounts Schedule 3.12 – Material Subsidiaries Schedule 6.01 – Existing Indebtedness Schedule 6.02 – Existing Liens Schedule 6.04 – Existing Investments Schedule 6.10 – Existing Restrictions EXHIBITS: Exhibit A – Form of Assignment and Assumption Exhibit B – Form of Compliance Certificate Exhibit C – Form of Guaranty Agreement (Material Subsidiaries) 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(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) - Exhibit D – Form of Borrowing Request Exhibit E – Form of Interest Election Request Exhibit F-1 – Form of U.S. TAX COMPLIANCE CERTIFICATE Tax Certificate (For Foreign Non-U.S. Lenders That Are Not that are not Partnerships For for U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(B) - Exhibit F-2 – Form of U.S. TAX COMPLIANCE CERTIFICATE Tax Certificate (For Foreign Non-U.S. Participants That Are Not that are not Partnerships For for U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(C) - Exhibit F-3 – Form of U.S. TAX COMPLIANCE CERTIFICATE Tax Certificate (For Foreign Non-U.S. Participants That Are that are Partnerships For for U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(D) - Exhibit F-4 Form of U.S. TAX COMPLIANCE CERTIFICATE Tax Certificate (For Foreign Non-U.S. Lenders That Are that are Partnerships For for U.S. Federal Income Tax Purposes) EXHIBIT 7.11 - SOLVENCY CERTIFICATE EXHIBIT 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATE LIST OF SCHEDULES AND EXHIBITS, Solo Page FIFTH AMENDED AND RESTATED CREDIT FACILITY 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 1413, 2017 and is made by and 2014, among HANDY & HXXXXX GROUP LTD., a Delaware corporation, SPH GROUP HOLDINGS LLC, a Delaware limited liability company, STEEL EXCEL LENNOX INTERNATIONAL 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 (as hereinafter defined), the LENDERS (as hereinafter defined)party hereto, and PNC JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent (as hereinafter defined). The Borrowers have requested the Lenders to provide a revolving credit facility to the Borrowers in an aggregate principal amount not to exceed $600,000,000. In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and agree as follows:Agent.

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - LENDERS SCHEDULE 1.1(C) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(E)(11.1(E) - EXCLUDED SUBSIDIARIES SCHEDULE 1.1(E)(2) 2.8.1 - EXISTING LETTERS OF CREDIT SCHEDULE 6.1.1 6.1.6 - QUALIFICATIONS TO DO BUSINESS LITIGATION AND CONTINGENT LIABILITIES SCHEDULE 6.1.2 6.1.8 - SUBSIDIARIES SCHEDULE 6.1.13(C) ERISA REPRESENTATION 6.1.15 - REAL PROPERTY SCHEDULE 6.1.14 6.1.19 - ENVIRONMENTAL DISCLOSURES SCHEDULE 6.1.17 LABOR AGREEMENTS SCHEDULE 8.1.13 LOCATION OF COLLATERAL MATTERS SCHEDULE 8.2.1 - EXISTING PERMITTED INDEBTEDNESS SCHEDULE 8.2.2 8.2.11 - EXISTING PERMITTED LIENS SCHEDULE 8.2.4 EXISTING PERMITTED INVESTMENTS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(G)(11.1(G) - GUARANTOR GUARANTY AGREEMENT EXHIBIT 1.1(I) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(L) - LOAN PARTY JOINDER EXHIBIT 1.1(N)(1) - REVOLVING CREDIT NOTE EXHIBIT 1.1(N)(2) - SWING LOAN NOTE EXHIBIT 1.1(P)(41.1(N)(3) - PERFECTION CERTIFICATE DELAYED DRAW TERM NOTE EXHIBIT 1.1(P)(5) 2.4.1 - PERFECTION CERTIFICATE SUPPLEMENT EXHIBIT 2.5.1 - REVOLVING LOAN REQUEST EXHIBIT 2.5.2 2.4.2 - SWING LOAN REQUEST EXHIBIT 2.11 2.9 - LENDER JOINDER EXHIBIT 3.1.1 - TERM LOAN REQUEST 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 8.2.5 - SOLVENCY ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATE SECOND AMENDED AND RESTATED REFINANCING CREDIT AGREEMENT THIS SECOND AMENDED AND RESTATED REFINANCING CREDIT AGREEMENT (as hereafter amended, amended and restated, supplemented or otherwise modified from time to time, the “Agreement”) is dated as of November 14June 22, 2017 2016 and is made by and among HANDY & HXXXXX GROUP LTD.WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION, a Delaware corporation, SPH GROUP HOLDINGS LLC, as a Delaware limited liability company, STEEL EXCEL INC., a Delaware corporation, and API AMERICAS INC., a Delaware corporation borrower (collectively, the “US Borrowers” and each individually, a “US BorrowerCompany”), CEDAR 2015 LIMITEDWABTEC COÖPERATIEF U.A., a private limited company incorporated in England and Wales coöperatieve vereniging met uitsluiting van aansprakelijkheid under the laws of the Netherlands, as a borrower (“UK BorrowerWABTEC UA” and together with US Borrowersthe Company and each other entity that joins this Agreement as a borrower from time to time, collectively referred to as 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 for the Lenders under this Agreement (hereinafter referred to in such capacity as the “Administrative Agent Agent”). The Company, certain of the other Loan Parties, Administrative Agent, and certain lenders (including some of the Lenders hereunder) are parties to that certain First Amended and Restated Refinancing Credit Agreement dated December 19, 2013 (as hereinafter definedamended to the date hereof, the “Existing Credit Agreement”). , providing for a revolving credit facility; and The Borrowers have requested that the Lenders refinance the amount outstanding under the Existing Credit Agreement to provide (i) a senior revolving credit facility to the Borrowers in an aggregate principal amount not to exceed $600,000,0001,200,000,000 with an option to increase the facility by an additional $400,000,000, and (ii) a $400,000,000 senior delayed draw term loan facility and that the Existing Credit Agreement be thereupon amended and restated. The Lenders, as more fully set forth herein, have agreed to provide the requested refinancing, and the Existing Credit Agreement is hereby amended and restated. In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto hereby covenant and agree as follows:

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - — PRICING GRID SCHEDULE 1.1(B) - LENDERS SCHEDULE 1.1(C) - — COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(E)(11.1(P) EXCLUDED SUBSIDIARIES — PERMITTED LIENS SCHEDULE 1.1(E)(2) - 2.8 — 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 7.1.1 — OPINION OF COLLATERAL COUNSEL SCHEDULE 8.2.1 - EXISTING — PERMITTED INDEBTEDNESS SCHEDULE 8.2.2 - EXISTING PERMITTED LIENS 8.2.3 — GUARANTIES 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)(11.1(G)(2) - — GUARANTY AGREEMENT EXHIBIT 1.1(N) — REVOLVING CREDIT NOTE EXHIBIT 1.1(N)(21.1(P) - SWING LOAN NOTE — PLEDGE AGREEMENT EXHIBIT 1.1(P)(41.1(S) - PERFECTION CERTIFICATE — SECURITY AGREEMENT EXHIBIT 1.1(P)(5) - PERFECTION CERTIFICATE SUPPLEMENT EXHIBIT 2.5.1 - 2.5 — 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 SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, amended and restated, supplemented or otherwise modified from time to time, the “‘‘Agreement”’‘) is dated as of November 14June 12, 2017 2013 and is made by and among HANDY & HXXXXX GROUP LTD.ADS MEXICANA, S.A. DE C.V., 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, organized under 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 laws of the GUARANTORS United Mexican States (as hereinafter defined), the ‘‘Borrower’‘),the LENDERS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent (as hereinafter defined). The Borrowers have requested administrative agent for the Lenders under this Agreement (hereinafter referred to provide a revolving credit facility in such capacity, as well as its successors and assigns, as the ‘‘Administrative Agent’‘), PNC CAPITAL MARKETS LLC, RBS CITIZENS, N.A. and FIFTH THIRD BANK, NATIONAL ASSOCIATION, as Joint Bookrunners (hereinafter collectively referred to in such capacity as the Borrowers “Joint Bookrunners”), PNC CAPITAL MARKETS LLC, RBS CITIZENS, N.A. and FIFTH THIRD BANK, NATIONAL ASSOCIATION, as Joint Lead Arrangers (hereinafter collectively referred to in an aggregate principal amount not such capacity as the “Joint Lead Arrangers”), and RBS CITIZENS, N.A. and FIFTH THIRD BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents (hereinafter collectively referred to exceed $600,000,000. In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, in such capacity as the parties hereto covenant and agree as follows:“Co-Syndication Agents”).

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - LENDERS SCHEDULE 1.1(C) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(E)(11.1(P)(1) EXCLUDED SUBSIDIARIES - PERMITTED EXISTING INVESTMENTS SCHEDULE 1.1(E)(21.1(P)(2) - PERMITTED LIENS SCHEDULE 2.9 - 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 7.1.1 - OPINION OF COUNSEL SCHEDULE 8.1.13 LOCATION OF COLLATERAL 8.1.3 - INSURANCE REQUIREMENTS 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(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(N)(1) - REVOLVING CREDIT NOTE EXHIBIT 1.1(N)(2) - SWING LOAN 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 - NEW LENDER JOINDER EXHIBIT 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATE 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 SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, amended and restated, supplemented or otherwise modified from time to time, the “"Agreement”") is dated as of November 1430, 2017 2016 and is made by and among HANDY & HXXXXX GROUP LTD.THE FINISH LINE, a Delaware corporation, SPH GROUP HOLDINGS LLC, a Delaware limited liability company, STEEL EXCEL INC., a Delaware an Indiana corporation, and API AMERICAS THE FINISH LINE USA, INC., an Indiana corporation, THE FINISH LINE DISTRIBUTION, INC., an Indiana corporation, FINISH LINE TRANSPORTATION CO., INC., an Indiana corporation and SPIKE'S HOLDING, LLC, an Indiana limited liability company (each a Delaware corporation ("Borrower" and 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 (as hereinafter defined), the LENDERS (as hereinafter defined), ) and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent, lead arranger and sole book runner for the Lenders under this Agreement (hereinafter referred to in such capacity as the "Administrative Agent (as hereinafter definedAgent"). The Borrowers have requested the Lenders to provide a revolving credit facility to the Borrowers in an aggregate principal amount not to exceed $600,000,000125,000,000 (with an option to increase such revolving credit facility pursuant to the terms hereof in an aggregate principal amount not to exceed $200,000,000). In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and agree as follows:

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - LENDERS SCHEDULE 1.1(C) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(E)(11.1(P) EXCLUDED SUBSIDIARIES - PERMITTED LIENS SCHEDULE 1.1(E)(2) 2.9.1 - EXISTING LETTERS OF CREDIT SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - SUBSIDIARIES AND JOINT VENTURES SCHEDULE 6.1.13(C) ERISA REPRESENTATION SCHEDULE 6.1.14 6.1.21 - ENVIRONMENTAL DISCLOSURES SCHEDULE 6.1.17 LABOR AGREEMENTS SCHEDULE 8.1.13 LOCATION OF COLLATERAL PERMITTED BUSINESS OPPORTUNITIES 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)(11.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(R) - REVOLVING CREDIT NOTE EXHIBIT 1.1(N)(21.1(S) - SWING LOAN NOTE EXHIBIT 1.1(P)(4) - PERFECTION CERTIFICATE EXHIBIT 1.1(P)(5) - PERFECTION CERTIFICATE SUPPLEMENT EXHIBIT 2.5.1 2.4 - LOAN REQUEST EXHIBIT 2.5.2 2.5 - SWING LOAN REQUEST EXHIBIT 2.11 - LENDER JOINDER XXXXXX XXXXXXX EXHIBIT 5.9.7(A5.7 - COMMITMENT REDUCTION NOTICE EXHIBIT 5.10.7(A) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(B5.10.7(B) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(C5.10.7(C) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(D5.10.7(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 SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, amended and restated, supplemented or otherwise modified from time to time, the “Agreement”) is dated as of November 14September 2, 2017 2021 and is made by and among HANDY & HXXXXX GROUP LTD.NEW JERSEY RESOURCES CORPORATION, a Delaware corporation, SPH GROUP HOLDINGS LLC, a Delaware limited liability company, STEEL EXCEL INC., a Delaware corporation, and API AMERICAS INC., a Delaware New Jersey 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 EACH OF THE GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), EACH OF THE SYNDICATION AGENTS, DOCUMENTATION AGENTS AND JOINT LEAD ARRANGERS including PNC CAPITAL MARKETS LLC named as such on the cover page hereof, and PNC BANK, NATIONAL ASSOCIATION, in its capacity as the Administrative Agent (as hereinafter defined). The Borrowers have requested the Lenders to provide a revolving credit facility to the Borrowers in an aggregate principal amount not to exceed $600,000,000. In consideration of their mutual covenants , Swing Loan Lender (as hereinafter defined) and agreements Issuing Lender (as hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and agree as follows:defined).

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID [RESERVED] SCHEDULE 1.1(B) - LENDERS SCHEDULE 1.1(C) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(E)(1) EXCLUDED SUBSIDIARIES SCHEDULE 1.1(E)(21.1(P) - EXISTING LETTERS OF CREDIT SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS PERMITTED LIENS SCHEDULE 6.1.2 - SUBSIDIARIES SCHEDULE 6.1.13(C) ERISA REPRESENTATION SCHEDULE 6.1.14 6.1.12 - ENVIRONMENTAL DISCLOSURES SCHEDULE 6.1.17 LABOR AGREEMENTS SCHEDULE 8.1.13 LOCATION OF COLLATERAL CONSENTS AND APPROVALS 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)(11.1(G)(2) - REVOLVING CREDIT GUARANTY AGREEMENT EXHIBIT 1.1(R) - NOTE EXHIBIT 1.1(N)(2) - SWING LOAN NOTE EXHIBIT 1.1(P)(4) - PERFECTION CERTIFICATE EXHIBIT 1.1(P)(5) - PERFECTION CERTIFICATE SUPPLEMENT EXHIBIT 2.5.1 2.4 - LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 2.11 - LENDER JOINDER EXHIBIT 5.9.7(A5.8.6(A) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(B5.8.6(B) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(C5.8.6(C) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(D5.8.6(D) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 7.11 7.1.3(A) - SOLVENCY OPINION OF COUNSEL EXHIBIT 7.1.3(B) - OPINION OF IN-HOUSE COUNSEL EXHIBIT 8.2.5 - ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATE 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 14August 18, 2017 and is made by and among HANDY & HXXXXX GROUP LTD.NEW JERSEY RESOURCES CORPORATION, a Delaware corporation, SPH GROUP HOLDINGS LLC, a Delaware limited liability company, STEEL EXCEL INC., a Delaware corporation, and API AMERICAS INC., a Delaware New Jersey 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 EACH OF THE GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), ) and PNC BANK, U.S. BANK NATIONAL ASSOCIATION, in its capacity as Administrative Agent (as hereinafter defined). The Borrowers have requested administrative agent for the Lenders under this Agreement (hereinafter referred to provide a revolving credit facility to in such capacity as the Borrowers in an aggregate principal amount not to exceed $600,000,000. In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and agree as follows:“Agent”).

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - LENDERS SCHEDULE 1.1(C) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(E)(1) EXCLUDED SUBSIDIARIES SCHEDULE 1.1(E)(21.1(P) - EXISTING LETTERS OF CREDIT SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS PERMITTED LIENS SCHEDULE 6.1.2 - SUBSIDIARIES SCHEDULE 6.1.13(C) ERISA REPRESENTATION 6.1.12 - CONSENTS AND APPROVALS SCHEDULE 6.1.14 6.1.24 - ENVIRONMENTAL DISCLOSURES SCHEDULE 6.1.17 LABOR AGREEMENTS SCHEDULE 8.1.13 LOCATION OF COLLATERAL PERMITTED RELATED BUSINESS OPPORTUNITIES 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)(11.1(G)(2) - REVOLVING CREDIT GUARANTY AGREEMENT EXHIBIT 1.1(R) - NOTE EXHIBIT 1.1(N)(2) - SWING LOAN NOTE EXHIBIT 1.1(P)(4) - PERFECTION CERTIFICATE EXHIBIT 1.1(P)(5) - PERFECTION CERTIFICATE SUPPLEMENT EXHIBIT 2.5.1 2.4 - LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 2.11 - LENDER JOINDER EXHIBIT 5.9.7(A5.8.6(A) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(B5.8.6(B) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(C5.8.6(C) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(D5.8.6(D) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 7.11 7.1.3(A) - SOLVENCY OPINION OF COUNSEL EXHIBIT 7.1.3(B) - OPINION OF IN-HOUSE COUNSEL EXHIBIT 8.2.5 - ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATE -vi TERM LOAN CREDIT AGREEMENT THIS TERM LOAN CREDIT AGREEMENT (as hereafter amended, amended and restated, supplemented or otherwise modified from time to time, the “Agreement”) is dated as of November 14September 13, 2017 2013 and is made by and among HANDY & HXXXXX GROUP LTD.NEW JERSEY RESOURCES CORPORATION, a Delaware corporation, SPH GROUP HOLDINGS LLC, a Delaware limited liability company, STEEL EXCEL INC., a Delaware corporation, and API AMERICAS INC., a Delaware New Jersey 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 EACH OF THE GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), ) and PNC JPMORGAN CHASE BANK, NATIONAL ASSOCIATIONN.A., in its capacity as Administrative Agent (as hereinafter defined). The Borrowers have requested administrative agent for the Lenders under this Agreement (hereinafter referred to provide a revolving credit facility to in such capacity as the Borrowers in an aggregate principal amount not to exceed $600,000,000. In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and agree as follows:“Agent”).

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - LENDERS SCHEDULE 1.1(C) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(E)(1) EXCLUDED SUBSIDIARIES SCHEDULE 1.1(E)(21.1(P) - EXISTING LETTERS OF CREDIT PERMITTED LIENS SCHEDULE 1.1(S) - PROJECT MINING SUBSIDIARIES SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - SUBSIDIARIES SCHEDULE 6.1.13(C) ERISA REPRESENTATION 6.1.4 - MATERIAL CONTRACTS SCHEDULE 6.1.14 - ENVIRONMENTAL DISCLOSURES SCHEDULE 6.1.17 LABOR AGREEMENTS SCHEDULE 8.1.13 LOCATION 7.1.1 - OPINION OF COLLATERAL COUNSEL 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(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 2.12 - NEW 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 AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, amended and restated, supplemented or otherwise modified from time to time, the “"Agreement”") is dated as of November 1422, 2017 2013 and is made by and among HANDY & HXXXXX GROUP LTD., a Delaware corporation, SPH GROUP HOLDINGS LLC, a Delaware limited liability company, STEEL EXCEL INC., a Delaware corporation, and API AMERICAS INC.The North American Coal Corporation, 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 (as hereinafter defined"), the LENDERS (as hereinafter defined), KEYBANK NATIONAL ASSOCIATION and REGIONS BANK, each as Co-Syndication Agents and PNC BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent (as hereinafter defined). The Borrowers have requested administrative agent for the Lenders under this Agreement (hereinafter referred to provide a revolving credit facility to in such capacity as the Borrowers in an aggregate principal amount not to exceed $600,000,000. In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and agree as follows:"Administrative Agent").

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - LENDERS SCHEDULE 1.1(C) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(E)(1) EXCLUDED SUBSIDIARIES SCHEDULE 1.1(E)(21.1(P) - EXISTING LETTERS OF CREDIT PERMITTED LIENS SCHEDULE 1.1(S) - PROJECT MINING SUBSIDIARIES SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - SUBSIDIARIES SCHEDULE 6.1.13(C) ERISA REPRESENTATION 6.1.4 - MATERIAL CONTRACTS SCHEDULE 6.1.14 - ENVIRONMENTAL DISCLOSURES SCHEDULE 6.1.17 LABOR AGREEMENTS SCHEDULE 8.1.13 LOCATION 7.1.1 - OPINION OF COLLATERAL COUNSEL 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(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 2.12 - NEW 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 CERTIFICATE(For Foreign Participants That Are Not 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 AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, amended and restated, supplemented or otherwise modified from time to time, the “"Agreement”") is dated as of November 14December 13, 2017 2011 and is made by and among HANDY & HXXXXX GROUP LTD., a Delaware corporation, SPH GROUP HOLDINGS LLC, a Delaware limited liability company, STEEL EXCEL INC., a Delaware corporation, and API AMERICAS INC.The North American Coal Corporation, 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 (as hereinafter defined"), the LENDERS (as hereinafter defined), KEYBANK NATIONAL ASSOCIATION and REGIONS BANK, each as Co-Syndication Agents and PNC BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent (as hereinafter defined). The Borrowers have requested administrative agent for the Lenders under this Agreement (hereinafter referred to provide a revolving credit facility to in such capacity as the Borrowers in an aggregate principal amount not to exceed $600,000,000. In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and agree as follows:"Administrative Agent").

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - LENDERS SCHEDULE 1.1(C) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(E)(1) EXCLUDED SUBSIDIARIES SCHEDULE 1.1(E)(21.1(P) - EXISTING LETTERS OF CREDIT LIENS SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 5.1.2 - SUBSIDIARIES SCHEDULE 6.1.13(C) ERISA REPRESENTATION SCHEDULE 6.1.14 7.2.1 - 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 7.2.4 - 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(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(N)(1) - REVOLVING CREDIT NOTE EXHIBIT 1.1(N)(2) - SWING LOAN 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 2.12 - LENDER JOINDER AGREEMENT EXHIBIT 5.9.7(A4.9.7(A) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(B4.9.7(B) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(C4.9.7(C) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(D4.9.7(D) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 7.11 7.3.3 - SOLVENCY CERTIFICATE EXHIBIT 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATE 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 & HXXXXX 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 (as hereinafter defined), the LENDERS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent (as hereinafter defined). The Borrowers have requested the Lenders to provide a revolving credit facility to the Borrowers in an aggregate principal amount not to exceed $600,000,000. In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and agree as follows:CERTIFICATE

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - LENDERS SCHEDULE 1.1(C) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(E)(1) EXCLUDED SUBSIDIARIES SCHEDULE 1.1(E)(21.1(P) - EXISTING LETTERS OF CREDIT PERMITTED LIENS 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 7.1.1 - OPINION OF COUNSEL SCHEDULE 8.1.13 LOCATION OF 8.1.3 - INSURANCE REQUIREMENTS RELATING TO 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(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(N)(1) - REVOLVING CREDIT NOTE EXHIBIT 1.1(N)(21.1(P)(1) - SWING LOAN NOTE PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT EXHIBIT 1.1(P)(41.1(P)(2) - PERFECTION CERTIFICATE PLEDGE AGREEMENT EXHIBIT 1.1(P)(51.1(S) - PERFECTION CERTIFICATE SUPPLEMENT SECURITY AGREEMENT 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 CREDIT AGREEMENT THIS CREDIT AGREEMENT (as hereafter amended, amended and restated, supplemented modified or otherwise modified supplemented from time to time, the “"Agreement”") is dated as of November 145, 2017 2019 and is made by and among HANDY & HXXXXX GROUP LTD., a Delaware corporation, SPH GROUP HOLDINGS LLC, a Delaware limited liability company, STEEL EXCEL PEGASYSTEMS INC., a Delaware corporation, and API AMERICAS INC., a Delaware Massachusetts 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 (as hereinafter defined), the LENDERS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent (as hereinafter defined)) for the Lenders under this Agreement. The Borrowers have Borrower has requested the Lenders to provide a revolving credit facility to the Borrowers Borrower in an aggregate principal amount not of $100,000,000 (subject to exceed $600,000,000increase and reduction as set forth herein). In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and agree as follows:

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING 1.1(A)-PRICING GRID SCHEDULE 1.1(B) - LENDERS SCHEDULE 1.1(C) - 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 6.1(a)-QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - SUBSIDIARIES 6.1(b)-SUBSIDIARIES SCHEDULE 6.1.13(C) ERISA REPRESENTATION 6.1(e)-LITIGATION SCHEDULE 6.1.14 - ENVIRONMENTAL 6.1(n)-ENVIRONMENTAL DISCLOSURES SCHEDULE 6.1.17 LABOR AGREEMENTS 7.1(a)-OPINION OF COUNSEL 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 8.2(p)-EXISTING INVESTMENTS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT 1.1(A)-ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(N)(1) - REVOLVING 1.1(N)(1)-REVOLVING CREDIT NOTE EXHIBIT 1.1(N)(2) - SWING 1.1(N)(2)-SWING LOAN NOTE EXHIBIT 1.1(P)(4) - PERFECTION CERTIFICATE 2.6(A)-LOAN REQUEST EXHIBIT 1.1(P)(5) - PERFECTION CERTIFICATE SUPPLEMENT EXHIBIT 2.5.1 - 2.6(B)-SWING LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 2.11 - 2.13-LENDER JOINDER EXHIBIT 5.9.7(A) - U.S. 5.9(g)(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. 5.9(g)(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. 5.9(g)(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. 5.9(g)(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 - 8.3-QUARTERLY COMPLIANCE CERTIFICATE AMENDEDAND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, amended and restated, supplemented or otherwise modified from time to time, the “"Agreement”") is dated as of November 14May 6, 2017 2014, and is made by and among HANDY INDIANAPOLIS POWER & HXXXXX GROUP LTD.LIGHT COMPANY, a Delaware corporation, SPH GROUP HOLDINGS LLC, a Delaware limited liability company, STEEL EXCEL INC., a Delaware corporation, and API AMERICAS INC., a Delaware an Indiana 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 (as hereinafter defined"), the LENDERS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this Agreement (hereinafter referred to in such capacity as the "Administrative Agent") PNC CAPITAL MARKETS LLC, Sole Bookrunner and Sole Lead Arranger (hereinafter referred to in such capacity as the "Lead Arranger"), FIFTH THIRD BANK., as Syndication Agent (hereinafter referred to in such capacity as the "Syndication Agent"), and BMO HXXXXX BANK N.A., as Documentation Agent (hereinafter definedreferred to in such capacity as the "Documentation Agent"). The Borrowers have requested the Lenders to provide a revolving credit facility to the Borrowers in an aggregate principal amount not to exceed $600,000,000. In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and agree as follows:.