THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF STEEL PARTNERS HOLDINGS L.P.Steel Partners Holdings L.P. • December 15th, 2011 • Delaware
THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF STEEL PARTNERS HOLDINGS L.P. dated as of July 14, 2009, is entered into by and among Steel Partners Holdings GP Inc., a Delaware corporation, as the General Partner and as the lawful agent and attorney-in-fact for the Limited Partners, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • December 15th, 2011 • Steel Partners Holdings L.P. • New York
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), made as of the 15th day of July 2009 (the “Effective Date”), by and between Steel Partners II (Offshore) Ltd., formerly named Steel Partners Offshore Fund, Ltd., a corporation organized under the laws of the Cayman Islands (the “Company”), WGL Capital Corp., a corporation organized under the laws of the State of Colorado (successor by merger to WGL Capital Corp., formerly named Steel Partners Services, Ltd., a corporation organized under the laws of the State of New York, which in turn is a successor by merger with WGL Capital Corp., a corporation organized under the laws of the State of New York) (the “Investor Servicer”), and Steel Partners Holdings L.P., a Delaware limited partnership (formerly named WebFinancial L.P.) (“Steel Partners Holdings”).
SECOND AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • December 15th, 2011 • Steel Partners Holdings L.P. • New York
THIS SECOND AMENDED AND RESTATED MANAGEMENT AGREEMENT is entered into effective as of July 14, 2009, by and between Steel Partners Holdings L.P. (formerly WebFinancial L.P.) a Delaware limited partnership (the “Partnership”), and Steel Partners LLC, a Delaware limited liability company (together with its permitted assignees, the “Manager”).
INVESTOR SERVICES AGREEMENTInvestor Services Agreement • December 15th, 2011 • Steel Partners Holdings L.P. • New York
THIS INVESTOR SERVICES AGREEMENT is entered into effective as of July 15, 2009, by and among Steel Partners Holdings L.P., a Delaware limited partnership (the “Partnership”), Steel Partners LLC, a Delaware limited liability company (together with its permitted assignees, the “Manager”) and WGL Capital Corp. (the “Investor Servicer”), a corporation organized under the laws of the State of Colorado.
AMENDED AND RESTATED SERVICES AGREEMENTAmended and Restated Services Agreement • December 15th, 2011 • Steel Partners Holdings L.P. • New York
AMENDED AND RESTATED AGREEMENT (“Agreement”), effective as of July 15, 2009, by and between SP Corporate Services, LLC (“SP Corporate”), a Delaware limited liability company, having an office at 590 Madison Avenue, 32nd Floor, New York, New York 10022, and Steel Partners Holdings L.P., as successor in interest to WebFinancial Corporation, (the “Company”) having an office at 590 Madison Avenue, 32nd Floor, New York, New York 10022.
LICENSE AGREEMENTLicense Agreement • December 15th, 2011 • Steel Partners Holdings L.P. • New York
THIS AGREEMENT is entered into as of the 1st day of January, 2009, by and between Steel Partners LLC, a Delaware limited liability company, having an address at 590 Madison Avenue, 32nd Floor, New York, NY 10022 (“Licensor”) and Steel Partners Holdings L.P., a Delaware limited partnership, having an address at 590 Madison Avenue, 32nd Floor, New York, NY 10022 (“Licensee”).
SECOND AMENDED AND RESTATED DEFERRED FEE AGREEMENTDeferred Fee Agreement • December 15th, 2011 • Steel Partners Holdings L.P. • New York
THIS AMENDED AND RESTATED DEFERRED FEE AGREEMENT (this “Agreement”), first made as of the 31st day of October, 2002, amended and restated effective as of January 1, 2005 and as further amended and restated effective as of July 15, 2009 (the “Effective Date”) (except for certain provisions with other effective dates as specifically stated herein) by and between Steel Partners Holdings L.P., a Delaware limited partnership (formerly named WebFinancial L.P.) (“Steel Partners Holdings”) and WGL Capital Corp., a corporation organized under the laws of the State of Colorado (“WGL”) (successor by merger to WGL Capital Corp., formerly named Steel Partners Services, Ltd., a corporation organized under the laws of the State of New York, which in turn is a successor by merger with WGL Capital Corp., a corporation organized under the laws of the State of New York) (WGL and such predecessor entities are collectively referred to herein as, the “Investor Servicer”).
ADVANCE AGREEMENTAdvance Agreement • December 15th, 2011 • Steel Partners Holdings L.P. • Delaware
This Advance Agreement (this “Agreement”) is made as of June 28, 2009, by and among Steel Partners Holding L.P., a Delaware limited partnership (“SPH”) and Steel Partners II Master Fund L.P., a Delaware limited partnership (the “Master Fund”) and.
Steel Partners II GP LLC New York, NY 10022Management Agreement • December 15th, 2011 • Steel Partners Holdings L.P.
Effective as of June 29, 2009, Steel Partners II (Onshore) LP, a Delaware limited partnership, Steel Partners Holdings L.P., a Delaware limited partnership (“SPH”), Steel Partners LLC, a Delaware limited liability company (“Steel Partners”), solely with respect to Article V therein, and Steel Partners II GP LLC, a Delaware limited liability company (“SPIIGP”), solely with respect to Article V and Section 6.2 therein, entered into an Amended and Restated Exchange Agreement (the “Exchange Agreement”). Pursuant to Section 5.3(b) of the Exchange Agreement, SPIIGP agreed that, in the event that there is a decision made to not implement a complete Unwind (as defined therein), SPIIGP will transfer its general partnership interest in SPH to Steel Partners Holdings GP LLC, a wholly owned subsidiary of SPH (“SPHGP”), and SPHGP will also become the general partner of Steel Partners II, L.P., a Delaware limited partnership (“SPII”). Effective as of July 14, 2009, SPH and Steel Partners entered int
