Lands' End, Inc SC TO-T, filed Feb 26, 2026

Lands' End, Inc. (LE)

SC TO-T 2026-02-26

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Added on October 17, 2026

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	Exhibit No.			Description
	(a)(1)(A)*			Offer to Purchase, dated February 26, 2026.
	(a)(1)(B)*			Form of Letter of Transmittal (including Internal Revenue Service Form W-9).
	(a)(1)(C)*			Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
	(a)(1)(D)*			Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
	(a)(1)(E)*			Summary Advertisement, as published in The New York Times on February 26, 2026.
	(a)(5)(A)			Press Release, dated January 26, 2026, issued by the Company and Purchaser (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by Purchaser with the Securities and Exchange Commission on February 26, 2026).
	(a)(5)(B)*			Press Release, dated February 26, 2026, issued by Purchaser.
	(b)(1)*^			Credit Agreement, dated February 20, 2025, by and among WH Borrower, LLC, as the borrower, WH Intermediate, LLC, as holdings, Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent, and the lenders party thereto from time to time.
	(b)(2)*^			Amended and Restated 2026 Incremental Commitment Letter, dated February 6, 2026, by and among WH Borrower, LLC, Morgan Stanley Senior Funding, Inc., Jefferies Finance LLC, Deutsche Bank AG New York Branch, Deutsche Bank Securities Inc., Bank of Montreal. BMO Capital Markets Corp., Wells Fargo Bank, National Association and Wells Fargo Securities, LLC.
	(d)(1)^			Membership Interest Purchase Agreement, dated January 26, 2026, by and among the Company, Lands’ End Direct Merchants, Inc., a Delaware corporation and wholly owned subsidiary of the Company, Purchaser, WH Borrower, LLC, a Delaware limited liability company, and WH Topco, L.P., a Delaware limited partnership (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on January 26, 2026 (File No. 001-09769)).
	(g)			Not applicable.
	(h)			Not applicable.
	107*			Filing Fee Table.

	Date: February 26, 2026			LEWHP, LLC
				/s/ Yehuda Shmidman Name: Yehuda Shmidman
				Title: Chief Executive Officer

	SUMMARY TERM SHEET					1
	INTRODUCTION					7
	THE TENDER OFFER					8
	1. Terms of the Offer; Proration					8
	2. Acceptance for Payment and Payment for Shares					9
	3. Procedures for Accepting the Offer and Tendering Shares					10
	4. Withdrawal Rights					13
	5. Material U.S. Federal Income Tax Consequences					13
	6. Price Range of Shares; Dividends on the Shares					15
	7. Certain Information Concerning Lands’ End					15
	8. Certain Information Concerning WHP Global and Purchaser					16
	9. Source and Amount of Funds					17
	10. Background of the Offer; Past Contacts or Negotiations with Lands’ End					18
	11. The Purchase Agreement; Other Agreements					23
	12. Purpose of the Offer					33
	13. Certain Effects of the Offer					33
	14. Dividends and Distributions					34
	15. Conditions of the Offer					34
	16. Certain Legal Matters; Regulatory Approvals					36
	17. Fees and Expenses					37
	18. Miscellaneous					37
	Schedule I
	1. Directors and Executive Officers of Purchaser and WHP Global					I-1

	Securities Sought			Subject to the MIPA Compliance Condition, the Antitrust Condition, the IP Condition and certain other conditions, up to 2,222,222 Shares.
	Price Offered Per Share			$45.00 per Share in cash, without interest and less any applicable tax withholding.
	Scheduled Expiration of Offer			One minute past 11:59 p.m., Eastern Time, on March 26, 2026, unless the Offer is otherwise extended or earlier terminated.
	Purchaser			LEWHP, LLC, a Delaware limited liability company and a wholly owned indirect subsidiary of WH Topco, L.P.

	High			Low
Fiscal Year Ended January 30, 2026
Fourth Quarter		$	20.04		$	13.50
Third Quarter		$	16.87		$	11.56
Second Quarter		$	13.60		$	7.65
First Quarter		$	13.85		$	8.15
Fiscal Year Ended January 31, 2025
Fourth Quarter		$	17.58		$	12.11
Third Quarter		$	19.88		$	12.76
Second Quarter		$	18.27		$	11.78
First Quarter		$	14.59		$	7.64
Fiscal Year Ended February 2, 2024
Fourth Quarter		$	10.25		$	5.98
Third Quarter		$	10.81		$	6.09
Second Quarter		$	9.52		$	6.20
First Quarter		$	10.35		$	6.31

Name and Position			Present Principal Occupation or Employment; Material Positions Held During the Last Five Years; Citizenship (if not United States)
Yehuda Shmidman*			Yehuda Shmidman is the Chairman and Chief Executive Officer of WHP Global, which he founded with Oaktree Capital in 2019. Mr. Shmidman is a veteran of the brand management industry, having deployed significant capital over two decades to acquire, scale and monetize global consumer brands. Mr. Shmidman also currently serves as a Supervisory Board Member of Marley Spoon, a food and beverage company, and he serves as a Board Member of the Fashion Scholarship Fund, a non-profit based in New York.
			Over the years, Fortune Magazine and Crain’s New York both included Mr. Shmidman in their prestigious “40 Under 40” lists, and multiple universities — including Columbia University, NYU Stern School of Business and Fordham Law School — featured Yehuda as a guest lecturer to deliver insights into the future of consumer brands and the retail industry.
Effy Zinkin			Effy Zinkin oversees the day-to-day operations of WHP Global’s brand portfolio as Chief Operating Officer since the firm’s founding in 2019. Mr. Zinkin brings over two decades of senior leadership experience across the apparel and accessory industries. He began his career at Marc Ecko Enterprises, where he advanced through executive roles including Chief Operating Officer and General Counsel, President, and Interim Chief Executive Officer, helping scale the business to over $1.5 billion in retail sales and culminating in a successful exit for the founders and equity owners. Effy holds a B.S. in Finance from Sy Syms School of Business, Yeshiva University, and a J.D. from the Benjamin N. Cardozo School of Law.
Matthew Finigan			Matthew Finigan currently serves as the Chief Financial Officer of WHP Global, where he brings over 20 years of experience in financial strategy, capital markets and risk management. Prior to joining WHP Global in 2021, Mr. Finigan served as the Chief Financial Officer of Tru Kids Brands from 2019 to 2021. This followed more than a decade at Toys“R”Us Inc, where he held several senior finance roles including Global Treasurer. He holds a master’s degree in business administration from the NYU Stern School of Business and a bachelor’s degree from the University of Massachusetts at Amherst (Phi Beta Kappa).

Name and Position			Present Principal Occupation or Employment; Material Positions Held During the Last Five Years; Citizenship (if not United States)
			Value Village, Inc. and serves on the boards for the parent entities of Virgin Voyages Intermediate Limited, Consolidated Precision Products Corp., Hornbeck Offshore Services, Inc., Form Technologies and TriMark USA, LLC.
Jordan Smith*			Jordan Smith is a Partner in the Ares Private Equity Group, which he joined in 2011, and has served on WHP Global’s Board of Directors since 2023. Additionally, Mr. Smith serves as a member of the Ares Private Equity Group’s Corporate Opportunities Investment Committee and the Ares Diversity, Equity and Inclusion Council. Prior to joining Ares, Mr. Smith was an Analyst at Lazard, where he focused on mergers and acquisitions across various industries. Mr. Smith currently serves on the Board of Directors for the parent entities of Awayday, Cooper’s Hawk, EP Wealth, Savers Value Village and Virgin Voyages. Mr. Smith previously served on the Board of Directors for the parent entities of DevaCurl, Farrow & Ball, Insight Global and Valet Living. Mr. Smith holds a B.S. with high honors from the Haas School of Business at the University of California, Berkley.
Hank Snoh*			Hank Snoh has served as a senior vice president in the Special Situations Group at Oaktree Capital Management since 2024, after having joined the firm as an Associate in 2018. He joined Oaktree from PJT Partners, where he was an analyst in the Restructuring and Special Situations group from 2016 to 2018. Mr. Snoh currently serves on the boards of WHP Global and Whistle Express Car Wash.

	If delivering by mail:			If delivering by express mail, courier or any other expedited service:
	Computershare c/o Voluntary Corporate Actions P.O. Box 43011 Providence, Rhode Island 02940-3011			Computershare c/o Voluntary Corporate Actions Suite V 150 Royall Street Canton, Massachusetts 02021

	Name of Tendering Institution:
	DTC Participant Number:
	Transaction Code Number:

		SPECIAL PAYMENT INSTRUCTIONS (See Instructions 1, 4, 5 and 7)
		To be completed ONLY if Share Certificate(s) not validly tendered or not accepted for payment and/or the check for the Offer Price for Shares validly tendered and accepted for payment are to be issued in the name of someone other than the undersigned. Issue: ☐ Check and/or ☐ Share Certificates to:
		Name: (Please Print)
		Address: (Include Zip Code)
		(Tax Identification or Social Security Number)

		SPECIAL DELIVERY INSTRUCTIONS (See Instructions 1, 4, 5 and 7)
		To be completed ONLY if Share Certificate(s) not validly tendered or not accepted for payment and/or the check for the Offer Price for Shares validly tendered and accepted for payment are to be sent to someone other than the undersigned or to the undersigned at an address other than that shown in the box titled “Description of Shares Tendered” above. Issue: ☐ Check and/or ☐ Share Certificates to:
		Name: (Please print)
		Address: (Include Zip Code)

	Name: (Please Print)
	Capacity (full title):
	Address: (Include Zip Code)
	Area Code and Telephone Number:
	Tax Identification or Social Security No.:

	Name of Firm:
	(Include Zip Code)
	Authorized Signature:
	Name:
	(Please Type or Print)
	Area Code and Telephone Number:
	Dated: ,2026
	Place medallion guarantee in space below:

	If delivering by mail:			If delivering by express mail, courier or any other expedited service:
	Computershare c/o Voluntary Corporate Actions P.O. Box 43011 Providence, Rhode Island 02940-3011			Computershare c/o Voluntary Corporate Actions Suite V 150 Royall Street Canton, Massachusetts 02021

	Number of Shares to be Tendered:			SIGN HERE
	Shares*			Signature(s)
	Account No.:
	Dated:			Please Print Name(s) and Address(es) Here
	Area Code and Phone Number
	Tax Identification Number or Social Security Number

		Page
ARTICLE I Definitions and Accounting Terms

SECTION 1.01	Defined Terms	1
SECTION 1.02	Other Interpretive Provisions	81
SECTION 1.03	Accounting and Finance Terms; Accounting Periods; Unrestricted Subsidiaries; Determination of Fair Market Value	81
SECTION 1.04	Rounding	82
SECTION 1.05	References to Agreements, Laws, Etc.	82
SECTION 1.06	Times of Day	82
SECTION 1.07	Available Amount Transactions	82
SECTION 1.08	Pro Forma Calculations; Limited Condition Transactions; Basket and Ratio Compliance	82
SECTION 1.09	Currency Equivalents Generally	86
SECTION 1.10	Rates	87
SECTION 1.11	Additional Letter of Credit Currencies	88

ARTICLE II The Commitments and Borrowings

SECTION 2.01	Term Loans	88
SECTION 2.02	Revolving Loans	90
SECTION 2.03	[Reserved]	91
SECTION 2.04	Issuance of Letters of Credit and Purchase of Participations Therein	91
SECTION 2.05	Conversion/Continuation	99
SECTION 2.06	Availability	100
SECTION 2.07	Prepayments	101
SECTION 2.08	Termination or Reduction of Commitments	108
SECTION 2.09	Repayment of Loans	109
SECTION 2.10	Interest	109
SECTION 2.11	Fees	110
SECTION 2.12	Computation of Interest and Fees	112
SECTION 2.13	Evidence of Indebtedness	112
SECTION 2.14	Payments Generally	112
SECTION 2.15	Sharing of Payments, Etc.	114
SECTION 2.16	Incremental Borrowings	114
SECTION 2.17	Refinancing Amendments	118
SECTION 2.18	Extensions of Loans	119
SECTION 2.19	Permitted Debt Exchanges	121
SECTION 2.20	Defaulting Lenders	122
SECTION 2.21	Judgment Currency	125

ARTICLE III Taxes, Increased Costs Protection and Illegality

SECTION 3.05	Funding Losses	132
SECTION 3.06	Matters Applicable to All Requests for Compensation	133
SECTION 3.07	Replacement of Lenders Under Certain Circumstances	134
SECTION 3.08	Survival	135
SECTION 3.09	Benchmark Replacement Setting.	135

ARTICLE IV Conditions Precedent to Borrowings

SECTION 4.01	Conditions to Initial Borrowing	137
SECTION 4.02	Conditions to Borrowings After the Closing Date.	139

ARTICLE V Representations and Warranties

SECTION 5.01	Existence, Qualification and Power; Compliance with Laws	139
SECTION 5.02	Authorization; No Contravention	140
SECTION 5.03	Governmental Authorization	140
SECTION 5.04	Binding Effect	140
SECTION 5.05	Historical Financial Statements; No Material Adverse Effect	141
SECTION 5.06	Litigation	141
SECTION 5.07	Labor Matters	141
SECTION 5.08	Ownership of Property; Liens	141
SECTION 5.09	Environmental Matters	141
SECTION 5.10	Taxes	142
SECTION 5.11	ERISA Compliance	142
SECTION 5.12	Subsidiaries	142
SECTION 5.13	Margin Regulations; Investment Company Act	143
SECTION 5.14	Disclosure	143
SECTION 5.15	Intellectual Property; Licenses, Etc.	143
SECTION 5.16	Solvency	144
SECTION 5.17	Anti-Corruption, Anti-Money Laundering, Sanctions	144
SECTION 5.18	Collateral Documents	144
SECTION 5.19	Use of Proceeds	145

ARTICLE VI Affirmative Covenants

SECTION 6.01	Financial Statements	145
SECTION 6.02	Certificates; Other Information	146
SECTION 6.03	Notices	148
SECTION 6.04	Payment of Certain Taxes	148
SECTION 6.05	Preservation of Existence of Borrower	148

SECTION 6.14	Maintenance of Ratings	152
SECTION 6.15	Post-Closing Matters	152
SECTION 6.16	Use of Proceeds	152
SECTION 6.17	Change in Nature of Business	153
SECTION 6.18	[Reserved]	153
SECTION 6.19	Transactions with Affiliates.	153
SECTION 6.20	Lender Calls.	155

ARTICLE VII Negative Covenants

SECTION 7.01	Liens	156
SECTION 7.02	Investments	161
SECTION 7.03	Indebtedness	166
SECTION 7.04	Fundamental Changes	170
SECTION 7.05	Dispositions	172
SECTION 7.06	Restricted Payments	175
SECTION 7.07	[Reserved]	179
SECTION 7.08	Negative Pledge	179
SECTION 7.09	Junior Debt Prepayments; Amendments to Junior Financing Documents	181
SECTION 7.10	Holding Company	182

ARTICLE VIII Financial Covenant

SECTION 8.01	First Lien Net Leverage Ratio	184
SECTION 8.02	Borrower’s Right to Cure	185

ARTICLE IX Events of Default and Remedies

SECTION 9.01	Events of Default	186
SECTION 9.02	Remedies upon Event of Default	189
SECTION 9.03	Application of Funds	190

ARTICLE X Administrative Agent and Other Agents

SECTION 10.01	Appointment and Authority of the Administrative Agent	191
SECTION 10.02	Rights as a Lender	192
SECTION 10.03	Exculpatory Provisions	192
SECTION 10.04	Reliance by the Agents	193
SECTION 10.05	Delegation of Duties	194
SECTION 10.06	Non-Reliance on Agents and Other Lenders; Disclosure of Information by Agents	194

SECTION 10.12	Appointment of Supplemental Administrative Agents	202
SECTION 10.13	Intercreditor Agreements	203
SECTION 10.14	Secured Cash Management Agreements and Secured Hedge Agreements	203
SECTION 10.15	Withholding Taxes	203
SECTION 10.16	Certain ERISA Matters	204
SECTION 10.17	Erroneous Payment	205

ARTICLE XI Miscellaneous

SECTION 11.01	Amendments, Waivers, Etc.	206
SECTION 11.02	Notices and Other Communications; Facsimile Copies	212
SECTION 11.03	No Waiver; Cumulative Remedies	214
SECTION 11.04	Attorney Costs and Expenses	215
SECTION 11.05	Indemnification by the Borrower	215
SECTION 11.06	Marshaling; Payments Set Aside	217
SECTION 11.07	Successors and Assigns	217
SECTION 11.08	Confidentiality	226
SECTION 11.09	Set-off	228
SECTION 11.10	Interest Rate Limitation	228
SECTION 11.11	Counterparts; Integration; Effectiveness	229
SECTION 11.12	Electronic Execution of Assignments and Certain Other Documents	229
SECTION 11.13	Survival	229
SECTION 11.14	Severability	230
SECTION 11.15	GOVERNING LAW	230
SECTION 11.16	WAIVER OF RIGHT TO TRIAL BY JURY	231
SECTION 11.17	Limitation of Liability	231
SECTION 11.18	[Reserved]	232
SECTION 11.19	USA PATRIOT Act Notice	232
SECTION 11.20	Service of Process	232
SECTION 11.21	No Advisory or Fiduciary Responsibility	232
SECTION 11.22	Binding Effect	232
SECTION 11.23	Obligations Several; Independent Nature of Lender’s Rights	233
SECTION 11.24	Headings	233
SECTION 11.25	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	233
SECTION 11.26	Acknowledgment Regarding Any Supported QFCs	233
SECTION 11.27	[Reserved]	234
SECTION 11.28	Disqualified Lenders and Net Short Positions	234

SCHEDULES

Schedule 2.01	Commitments
Schedule 5.06	Litigation
Schedule 5.12	Subsidiaries
Schedule 6.15	Post-Closing Matters
Schedule 7.01(c)	Existing Liens
Schedule 11.02	Administrative Agent’s Office, Certain Addresses for Notices

EXHIBITS

Form of

Exhibit A-1	Committed Loan Notice
Exhibit A-2	Issuance Notice
Exhibit A-3	Conversion/Continuation Notice
Exhibit B-1	Term Loan Note
Exhibit B-2	Revolving Loan Note
Exhibit C	Compliance Certificate
Exhibit D-1	Assignment and Assumption
Exhibit D-2	Affiliate Assignment Notice
Exhibit G-1	Non-Bank Certificate (For Foreign Lenders That Are Not Treated As Partnerships or Pass-Thru Entities For U.S. Federal Income Tax Purposes)
Exhibit G-2	Non-Bank Certificate (For Foreign Lenders That Are Treated As Partnerships or Pass-Thru Entities For U.S. Federal Income Tax Purposes)
Exhibit G-3	Non-Bank Certificate (For Foreign Participants That Are Not Treated As Partnerships or Pass-Thru Entities For U.S. Federal Income Tax Purposes)
Exhibit G-4	Non-Bank Certificate (For Foreign Participants That Are Treated As Partnerships or Pass-Thru Entities For U.S. Federal Income Tax Purposes)
Exhibit I	Solvency Certificate
Exhibit J	Prepayment Notice
Exhibit K-1	Junior Lien Intercreditor Agreement
Exhibit K-2	Equal Priority Intercreditor Agreement
Exhibit L	Auction Procedures

*Pricing Level*	*First Lien Net Leverage Ratio*	Applicable Commitment Fee
1	Above 4.35 to 1.00	0.375%
2	Equal to or below 4.35 to 1.00	0.250%

Pricing Level	First Lien Net Leverage Ratio	Base Rate Spread	Term SOFR/Daily Simple SOFR
1	Above 4.60 to 1.00	3.75%	4.75%
2	Equal to or below 4.60 to 1.00 and above 4.35 to 1.00	3.50%	4.50%
3	Equal to or below 4.35 to 1.00	3.25%	4.25%

	WH BORROWER, LLC,
	a Delaware limited liability company, as the Borrower

	By:	/s/ Matthew Finigan
	Name:	Matthew Finigan
	Title:	Chief Financial Officer

	WH INTERMEDIATE, LLC,
	a Delaware limited liability company, as Holdings

	By:	/s/ Yehuda R. Shmidman
	Name:	Yehuda R. Shmidman
	Title:	Chief Executive Officer

	MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent, Collateral Agent

	/s/ Jake Cohan
	Name:	Jake Cohan
	Title:	Authorized Signatory

	MORGAN STANLEY SENIOR FUNDING, INC., as Revolving Lender and Issuing Bank

	/s/ Michael King
	Name:	Michael King
	Title:	Vice President

	MORGAN STANLEY BANK, N.A., as a Term Loan Lender

	/s/ Jake Cohan
	Name:	Jake Cohan
	Title:	Authorized Signatory

	JEFFERIES FINANCE LLC, as a Revolving Lender and Issuing Bank

	/s/ John Koehler
	Name:	John Koehler
	Title:	Managing Director

	DEUTSCHE BANK AG NEW YORK BRANCH, as a Revolving Lender and Issuing Bank

	/s/ Philip Tancorra
	Name:	Philip Tancorra
	Title:	Director

	/s/ Susan Onal
	Name:	Susan Onal
	Title:	Director

	BANK OF MONTREAL, as a Revolving Lender and Issuing Bank

	/s/ Maggie Donahue
	Name:	Maggie Donahue
	Title:	Director

	WELLS FARGO BANK, N.A., as a Revolving Lender and Issuing Bank

	/s/ Teddy Koch
	Name:	Teddy Koch
	Title:	Managing Director

	GOLDMAN SACHS BANK USA, as a Revolving Lender and Issuing Bank

	/s/ Dana Siconolfi
	Name:	Dana Siconolfi
	Title:	Authorized Signatory

	Very truly yours,

	MORGAN STANLEY SENIOR FUNDING, INC.

	By:	/s/ Jake Cohan
	Name:	Jake Cohan
	Title:	Authorized Signatory

	JEFFERIES FINANCE LLC

	By:	/s/ John Koehler
	Name:	John Koehler
	Title:	Managing Director

	DEUTSCHE BANK AG NEW YORK BRANCH

	By:	/s/ John Huntington
	Name:	John Huntington
	Title:	Managing Director

	By:	/s/ Sandeep Desai
	Name:	Sandeep Desai
	Title:	Managing Director

	DEUTSCHE BANK SECURITIES INC.

	By:	/s/ John Huntington
	Name:	John Huntington
	Title:	Managing Director

	By:	/s/ Sandeep Desai
	Name:	Sandeep Desai
	Title:	Managing Director

	BANK OF MONTREAL

	By:	/s/ Aaron Weigel
	Name:	Aaron Weigel
	Title:	Managing Director

	BMO CAPITAL MARKETS CORP.

	By:	/s/ Aaron Weigel
	Name:	Aaron Weigel
	Title:	Managing Director

	WELLS FARGO BANK, NATIONAL ASSOCIATION

	By:	/s/ William J. Schaeffer, Jr.
	Name:	William J. Schaeffer, Jr.
	Title:	Executive Director

	WELLS FARGO SECURITIES, LLC

	By:	/s/ Audrey Brown
	Name:	Audrey Brown
	Title:	Executive Director

Accepted and agreed to as of
the date first written above:

WH BORROWER, LLC

By:	/s/ Yehuda R. Shmidman
Name:	Yehuda R. Shmidman
Title:	Chief Executive Officer

PARTIES

Borrower:	WH Borrower, LLC, a Delaware limited liability company (the “Borrower”).

Holdings	WH Intermediate, LLC, a Delaware limited liability company (“Holdings”).

Transactions:	As described on the “Transaction Description” attached as Exhibit A to the Commitment Letter.

Subsidiary Guarantors:	Same as the Existing Credit Agreement.

Administrative Agent and Collateral Agent:	Same as the Existing Credit Agreement.

Incremental Lenders:	Morgan Stanley, Jefferies, DBNY, BMO and WF (each an “2026 Incremental Term Lender” and collectively, the “2026 Incremental Term Lenders”).

Lead Arrangers:	Morgan Stanley, Jefferies, DB Securities, BMO Capital Markets and Wells Fargo Securities (each a “Lead Arranger” and collectively, the “Lead Arrangers”) will act as lead arrangers for the 2026 Incremental Term Facility and will perform the duties customarily associated with such role.

TYPES AND AMOUNTS OF FACILITIES

2026 Incremental Term Facility:	On the 2026 Incremental Closing Date, the Borrower will obtain an incremental term loan facility (the “2026 Incremental Term Facility”) in an aggregate principal amount of $250 million (the loans thereunder, the “2026 Incremental Term Loans”). The 2026 Incremental Term Facility will constitute an Incremental Facility under (and as defined in) the Existing Credit Agreement. The 2026 Incremental Term Loans will be made in Dollars and will constitute “Term Loans” for all purposes under (and as defined in) the Existing Credit Agreement (all such Term Loans, collectively with the 2026 Incremental Term Loans, “Term Loans”; and the lenders in respect of the Term Loans, collectively with the 2026 Incremental Term Lenders, “Term Lenders”). The 2026 Incremental Term Facility shall constitute the same Class of Commitments and Loans as the Initial Term Loans (each as defined in the Existing Credit Agreement) and are intended to be fungible with the Initial Term Loans when funded. The 2026 Incremental Term Facility will be established by way of an Incremental Amendment (as defined in the Existing Credit Agreement) in accordance with Section 2.16 thereof (the “Incremental Amendment”; the Existing Credit Agreement as amended thereby, the “Credit Agreement”).

Maturity and Amortization:	The 2026 Incremental Term Loans will mature on the Maturity Date (as defined in the Existing Credit Agreement) with respect to the Initial Term Loans and will amortize in equal quarterly installments (commencing with the first such payment under the Existing Credit Agreement after the 2026 Incremental Closing Date) in an aggregate annual amount equal to 1.00% of the original principal amount of the 2026 Incremental Term Loans with the balance payable on the Maturity Date with respect to the Initial Term Loans; provided that the amortization of the 2026 Incremental Term Loans may be adjusted (but may not be decreased) as may be necessary to cause the 2026 Incremental Term Loans to be “fungible” with the Initial Term Loans.

Availability:	The 2026 Incremental Term Loans shall be made in a single drawing on the 2026 Incremental Closing Date. Repayments and prepayments of the 2026 Incremental Term Loans may not be re-borrowed.

Use of Proceeds:	The proceeds of the 2026 Incremental Term Loans will be used to fund the Transactions (including Transaction Costs).

Incremental Facilities:	Same as the Existing Credit Agreement.

Refinancing Facilities:	Same as the Existing Credit Agreement.