Form SC TO-T - Tender offer statement by Third Party

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

OVERSEAS SHIPHOLDING GROUP, INC.

(Name of Subject Company (Issuer))

SEAHAWK MERGECO., INC.

(Name of Filing Persons (Offeror))

SALTCHUK RESOURCES, INC.

(Name of Filing Persons (Parent of Offeror))

Class A Common Stock, par value $0.01 per share

(Title of Class of Securities)

69036R863

(CUSIP Number of Class of Securities)

Jerald W. Richards

c/o Saltchuk Resources, Inc.

450 Alaskan Way South, Suite 708

Seattle, Washington 98104

(206) 652-1111

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copies to:

Christopher J. Voss

Michelle R. McCreery

K&L Gates LLP

925 Fourth Avenue

Seattle, WA 98104

(206) 623-7580

☐	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

	☒	Third-party offer subject to Rule 14d-1.

	☐	Issuer tender offer subject to Rule 13e-4.

	☐	Going-private transaction subject to Rule 13e-3.

	☐	Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

	☐	Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

	☐	Rule 14d-1(d) (Cross-Border Third Party Tender Offer)

This Tender Offer Statement on Schedule TO (this “Schedule TO”) relates to the offer (the “Offer”) by Seahawk MergeCo., Inc., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Saltchuk Resources, Inc., a Delaware corporation (“Parent”), to purchase all of the issued and outstanding shares of Class A common stock, par value $0.01 per share (the “Shares”), of Overseas Shipholding Group, Inc. (NYSE: OSG) (“OSG”), other than the Shares owned by Parent, Purchaser or any of their respective affiliates, for $8.50 per Share in cash (the “Offer Price”) upon the terms and subject to the conditions described in the Offer to Purchase and in the related Letter of Transmittal, copies of which are attached hereto as exhibits (a)(1)(A) and (a)(1)(B), respectively. The Offer is being made pursuant to the Agreement and Plan of Merger, dated as of May 19, 2024, by and among OSG, Parent and Purchaser (together with any amendments or supplements thereto, the “Merger Agreement”), a copy of which is attached as Exhibit (d)(1) hereto and incorporated herein by reference with respect to Items 4 through 11 of this Schedule TO. Capitalized terms used but not otherwise defined herein have the meanings ascribed thereto in the Merger Agreement.

All of the information set forth in the Offer to Purchase is incorporated by reference herein in response to Items 1 through 9 and Item 11 of this Schedule TO, and is supplemented by the information specifically provided in this Schedule TO.

ITEM 1.

SUMMARY TERM SHEET.

The information set forth in the section of the Offer to Purchase titled “Summary Term Sheet” is incorporated herein by reference.

ITEM 2.

SUBJECT COMPANY INFORMATION.

(a) The subject company and the issuer of the securities subject to the Offer is Overseas Shipholding Group, Inc. Its principal executive office is located at Two Harbour Place, 302 Knights Run Avenue, Tampa, Florida, 33602, and its telephone number is (813) 209-0600.

(b) This Schedule TO relates to the Shares. According to OSG, as of the close of business on June 6, 2024 there were: (i) 72,030,977 Shares issued and outstanding; (ii) 1,478,756 Shares subject to outstanding Company Stock Options, all of which were Company Stock Options with an exercise price per Share that is lower than the Offer Price; (iii) 3,310,622 Shares subject to Company RSU Awards (determined at the maximum level of performance for any Company RSU Award subject to performance-based vesting conditions for which the applicable performance period has not ended prior to June 6, 2024); and (iv) outstanding Company Warrants to acquire a total of 507,535 Shares.

(c) The information concerning the principal market on which the Shares are traded, and certain high and low sales prices for the Shares in the principal market in which the Shares are traded set forth in “The Tender Offer—Section 6. Price Range of Shares” of the Offer to Purchase, are incorporated herein by reference.

ITEM 3.

IDENTITY AND BACKGROUND OF FILING PERSON.

(a)-(c) The filing persons of this Schedule TO are Parent and Purchaser.

The business address of each of the filing persons is 450 Alaskan Way South, Suite 708, Seattle, Washington 98104. The business telephone number of each of the filing persons is (206) 652-1111.

The information set forth in the “Summary Term Sheet” and in “The Tender Offer—Section 8. Certain Information Concerning Parent and Purchaser” and “Schedule A—Information Concerning Members of the Boards of Directors and the Executive Officers of Purchaser, Parent, Saltchuk Holdings, Inc. and their Respective Controlling Corporations” of the Offer to Purchase is incorporated herein by reference.

ITEM 4.

TERMS OF THE TRANSACTION.

(a)(1)(i)-(viii), (x), (xii), (a)(2)(i)-(iv), (vii) The information set forth in the Offer to Purchase is incorporated herein by reference.

(a)(1)(ix), (xi), (a)(2)(v), (vi) Not applicable.

ITEM 5.

PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

(a), (b) The information set forth in the section of the Offer to Purchase titled “Summary Term Sheet” and in “The Tender Offer—Section 8. Certain Information Concerning Parent and Purchaser,” “The Tender Offer—Section 10. Background of the Offer; Contacts with OSG,” “The Tender Offer—Section 12. Purpose of the Offer and Plans for OSG,” and “Schedule A—Information Concerning Members of the Boards of Directors and the Executive Officers of Purchaser, Parent, Saltchuk Holdings, Inc. and their Respective Controlling Corporations” of the Offer to Purchase is incorporated herein by reference.

ITEM 6.

PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

(a), (c)(1)-(7) The information set forth in the sections of the Offer to Purchase titled “Summary Term Sheet” and “Introduction” and in “The Tender Offer—Section 1. Terms of the Offer,” “The Tender Offer—Section 11. Summary of the Merger Agreement and Certain Other Agreements,” “The Tender Offer—Section 12. Purpose of the Offer and Plans for OSG,” and “The Tender Offer—Section 13. Certain Effects of the Offer” of the Offer to Purchase is incorporated herein by reference.

ITEM 7.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

(a), (b), (d) The information set forth in the section of the Offer to Purchase titled “Summary Term Sheet” and in “The Tender Offer—Section 9. Source and Amount of Funds” of the Offer to Purchase is incorporated herein by reference.

ITEM 8.

INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

The information set forth the section of the Offer to Purchase titled “Summary Term Sheet” and in “The Tender Offer—Section 8. Certain Information Concerning Parent and Purchaser.” and “Schedule A—Information Concerning Members of the Boards of Directors and the Executive Officers of Purchaser, Parent, Saltchuk Holdings, Inc. and their Respective Controlling Corporations” of the Offer to Purchase and “Item 3—Identity and Background of the Filing Person” hereof is incorporated herein by reference.

ITEM 9.

PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.

(a) The information set forth in the section of the Offer to Purchase titled “Introduction” and in “The Tender Offer—Section 17. Fees and Expenses” of the Offer to Purchase is incorporated herein by reference.

ITEM 10.

FINANCIAL STATEMENTS.

Not applicable.

ITEM 11.

ADDITIONAL INFORMATION.

(a) The information set forth in “The Tender Offer—Section 8. Certain Information Concerning Parent and Purchaser,” “The Tender Offer—Section 10. Background of the Offer; Contacts with OSG,” “The Tender Offer—Section 11. Summary of the Merger Agreement and Certain Other Agreements,” “The Tender Offer—Section 12. Purpose of the Offer and Plans for OSG,” “The Tender Offer—Section 13. Certain Effects of the Offer,” and “The Tender Offer—Section 16. Certain Legal Matters; Regulatory Approvals; Appraisal Rights” of the Offer to Purchase is incorporated herein by reference.

ITEM 12.

EXHIBITS.

Index No.
(a)(1)(A)*		Offer to Purchase, dated June 10, 2024.
(a)(1)(B)*		Form of Letter of Transmittal.
(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)*		Form of Summary Advertisement as published on June 10, 2024 in the New York Times.
(a)(5)		Joint Press Release of OSG and Parent issued on May 20, 2024 (incorporated by reference to Exhibit 99.1 to OSG’s Current Report on Form 8-K filed with the SEC on May 20, 2024).
(b)*		Credit Agreement, dated as of May 21, 2024, by and among Parent, certain subsidiaries of Parent party thereto as borrowers or guarantors, Bank of America, N.A. as Administrative Agent and L/C Issuer, Wells Fargo Bank, National Association as Swing Line Lender, and the other lenders party thereto.
(d)(1)		Agreement and Plan of Merger, dated as of May 19, 2024, by and among OSG, Parent and the Purchaser (incorporated by reference to Exhibit 2.1 to OSG’s Current Report on Form 8-K filed with the SEC on May 20, 2024).
(d)(2)*		Letter Agreement, dated as of May 19, 2024, by and between OSG, Parent and Samuel Norton
(d)(3)*		Letter Agreement, dated as of May 19, 2024, by and between OSG, Parent and Patrick O’Halloran
(d)(4)*		Letter Agreement, dated as of May 19, 2024, by and between OSG, Parent and Damon Mote
(d)(5)*		Letter Agreement, dated as of May 19, 2024, by and among OSG, Parent and Susan Allen
(d)(6)*		Letter Agreement, dated as of May 19, 2024, by and between OSG and Richard Trueblood
(d)(7)*		Non-Disclosure Agreement, dated as of February 27, 2024, by and between Parent and OSG.
(g)		Not applicable.
(h)		Not applicable.
107*		Filing Fee Table

*	Filed herewith.

ITEM 13.

INFORMATION REQUIRED BY SCHEDULE 13E-3.

Not applicable.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: June 10, 2024

	SEAHAWK MERGECO., INC.

	By:	/s/ Jerald W. Richards
	Name:	Jerald W. Richards
	Title:	Treasurer

	SALTCHUK RESOURCES, INC.

	By:	/s/ Jerald W. Richards
	Name:	Jerald W. Richards
	Title:	Senior V.P. and CFO

Exhibit (a)(1)(A)

Offer to Purchase

All Outstanding Shares of Class A Common Stock of

OVERSEAS SHIPHOLDING GROUP, INC. (NYSE: OSG)

An Offer Price of $8.50 per Share in Cash

SEAHAWK MERGECO., INC.,

a wholly owned subsidiary of

SALTCHUK RESOURCES, INC.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE ONE MINUTE AFTER
11:59 P.M. EASTERN TIME ON JULY 9, 2024 (THE “EXPIRATION DATE”),
UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED.

Seahawk MergeCo., Inc., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Saltchuk Resources, Inc., a Washington corporation (“Parent”), is offering to purchase (the “Offer”) all of the issued and outstanding shares of Class A common stock, par value $0.01 per share (the “Shares”), of Overseas Shipholding Group, Inc., a Delaware corporation (NYSE:OSG) (“OSG”), other than the Shares owned by Parent, Purchaser or any of their respective affiliates, for $8.50 per Share in cash (the “Offer Price”), upon the terms and subject to the conditions described in this Offer to Purchase (together with any amendments or supplements hereto, this “Offer to Purchase”) and in the related Letter of Transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal”). Subject to the terms of the Agreement and Plan of Merger, dated as of May 19, 2024, by and among OSG, Parent and Purchaser (together with any amendments or supplements thereto, the “Merger Agreement”), the Offer Price will be paid subject to any applicable tax withholding and without interest.

The Offer is being made pursuant to the Merger Agreement, pursuant to which, after the completion of the Offer and the satisfaction or, to the extent permitted, waiver of certain conditions, Purchaser will be merged with and into OSG, without a meeting, vote or any further action of OSG’s stockholders (the “OSG Stockholders”) in accordance with Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”), and OSG will be the surviving corporation and a wholly owned subsidiary of Parent (such corporation, the “Surviving Corporation”, such merger, the “Merger” and the Merger, together with the Offer and the other transactions contemplated by the Merger Agreement, the “Transactions”). The date and time at which the Merger becomes effective is referred to in this Offer to Purchase as the “Effective Time.” Upon the terms and subject to the conditions of the Offer and the Merger Agreement, including the satisfaction or, to the extent permitted, waiver of the conditions of the Offer, Purchaser will (and Parent will cause Purchaser to), (i) promptly, and in no event later than 9:00 a.m. Eastern Time one (1) business day after the Expiration Date, irrevocably accept for payment all Shares validly tendered (and not validly withdrawn) pursuant to the Offer (the time of such acceptance, the “Offer Acceptance Time”) and (ii) as promptly as practicable after the Offer Acceptance Time (and in any event within two (2) business days thereafter), pay for such Shares.

The Offer and withdrawal rights will expire at one minute past 11:59 p.m. Eastern Time on July 9, 2024, unless extended in accordance with the terms of the Merger Agreement and the applicable rules and regulations of the Securities and Exchange Commission, in which event the term “Expiration Date” will mean the date to which the Expiration Date is so extended.

Pursuant to the Merger Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of the holders of Shares, each outstanding Share (other than (a) any Shares held by OSG in treasury, (b) any Shares held by Parent, Purchaser or any other wholly owned subsidiary of Parent, (c) any Shares irrevocably accepted for purchase by Purchaser in the Offer and (d) any Shares owned by any of the OSG Stockholders who are entitled to, and who properly demand, appraisal rights under Section 262 of the DGCL and have not validly revoked such demand) will be cancelled and converted automatically into the right to receive an amount in cash equal to the Offer Price, without interest thereon and subject to any applicable withholding taxes (the “Merger Consideration”).

Pursuant to the Merger Agreement, as of immediately prior to the Offer Acceptance Time, each option (the “Company Stock Options”) to purchase Shares will become fully vested (to the extent unvested) and (i) each Company Stock Option that has an exercise price per Share that is less than the Offer Price (each, an “In-the-Money Option”) that is then outstanding will be cancelled and, in exchange therefor, the holder of such cancelled In-the-Money Option will be entitled to receive, in consideration of the cancellation of such In-the-Money Option, an amount in cash, without any interest thereon and subject to applicable tax withholding, equal to the product of (x) the excess of the Offer Price over the applicable exercise price per Share of such In-the-Money Option and (y) the total number of Shares underlying such In-the-Money Option as of immediately prior to the Offer Acceptance Time, and (ii) each Company Stock Option that is not an In-the-Money Option will be cancelled for no consideration.

Pursuant to the Merger Agreement, as of immediately prior to the Offer Acceptance Time, each restricted stock unit award of OSG (the “Company RSU Award”), or portion thereof, that is not subject to one or more performance goals as of immediately prior to the Offer Acceptance Time and that is then outstanding will be cancelled and the holder of each such cancelled Company RSU Award will be entitled to receive an amount in cash, without any interest thereon and subject to applicable tax withholding, equal to the sum of (i) the product of (x) the Offer Price and (y) the total number of Shares subject to such Company RSU Award or portion thereof, as applicable, plus (ii) an amount equal to any dividend equivalent rights then accrued with respect to such Company RSU Award or portion thereof, as applicable, plus (iii) any then-unpaid “cash award” granted in connection with OSG’s retention program in 2022, as set forth in the applicable Company RSU Award grant agreement, as applicable.

Pursuant to the Merger Agreement, as of immediately prior to the Offer Acceptance Time, each Company RSU Award, or portion thereof, that is (x) subject to one or more performance goals as of immediately prior to the Offer Acceptance Time and (y) for which the performance period is originally scheduled to end in fiscal year 2025 or fiscal year 2026 and that is then outstanding will be cancelled and converted into a new award granting the holder thereof the right to receive an amount in cash, without any interest thereon and subject to applicable tax withholding, equal to the sum of (i) the product of (x) the Offer Price and (y) the total number of Shares subject to such Company RSU Award or portion thereof, as applicable, assuming target level achievement, plus (ii) an amount equal to any dividend equivalent rights then accrued with respect to such Company RSU Award or portion thereof, as applicable (each, a “Cash Award”). Each such Cash Award shall no longer be subject to the performance goal(s) in effect immediately prior to the Offer Acceptance Time, but shall otherwise remain subject to the same terms, conditions, restrictions and vesting arrangements that were applicable to the corresponding Company RSU Award immediately prior to the Offer Acceptance Time. Each Cash Award may be increased, but not decreased, by up to 50% based on performance goal(s) to be mutually determined by Parent and OSG management as soon as possible following the Effective Time. To the extent vested, OSG shall make such payments in respect of each Cash Award no later than the end of the second completed payroll cycle following the date on which the applicable Company RSU Award would have become vested under the vesting schedule in place for such award as of immediately prior to the Offer Acceptance Time (and in no event later than two and one-half months following the end of the calendar year in which the applicable Company RSU Award would have become vested), or on the applicable holder’s earlier termination of employment that would have triggered an accelerated vesting and payment of the Company RSU Award per the terms of such Company RSU Award, any employment agreement with such holder or any other OSG benefit plan in effect as of the Offer Acceptance Time.

Pursuant to the Merger Agreement, in accordance with the terms of the Warrant Agreement, dated as of August 5, 2014, by and among OSG, Computershare Inc. and Computershare Trust Company, N.A. (the “Warrant Agreement”), any warrant to purchase Shares (each, a “Company Warrant”) surrendered at any time from or after the Offer Acceptance Time that has an exercise price per Share that is less than the Offer Price shall entitle the holder thereof to receive, upon the surrender of such Company Warrant in accordance with its terms, an amount in cash equal to the product of (x) the excess of the Offer Price over the applicable exercise price per Share of such Company Warrant and (y) the total number of Shares subject to such Company Warrant.

If any former holder of shares of Class B common stock, par value $0.01 per share, of OSG desires to exchange certificates for shares of such Class B common stock for Shares in order to tender such Shares in the Offer or to exchange such certificates for Merger Consideration following the Offer Acceptance Time, they should contact Computershare Transfer Agency, OSG’s transfer agent, or their broker, dealer, commercial bank, trust company or other nominee for assistance.

After careful consideration, the members of OSG’s board of directors (the “OSG Board”) have unanimously: (i) determined that the terms of the Merger Agreement and all agreements and documents related thereto and contemplated thereby were fair to and in the best interest of OSG and OSG’s Stockholders; (ii) declared that the Merger Agreement and the Transactions, including the Offer and the Merger, are advisable; (iii) approved and adopted the Merger Agreement and the Transactions, including the Merger and the Offer, in accordance with the DGCL; (iv) directed that the Merger be effected and governed by Section 251(h) of the DGCL and that the Merger be consummated as soon as practicable following the Offer Acceptance Time; (v) recommended that the OSG Stockholders accept the Offer and tender their Shares to Purchaser pursuant to the Offer; and (vi) authorized and approved the execution, delivery and performance by OSG of the Merger Agreement and the consummation of the Transactions.

The Offer is subject to various conditions including, among others, the Minimum Condition. See “The Tender Offer—Section 15. Conditions of the Offer.” A summary of the principal terms of the Offer appears on pages 1 through 9 of this Offer to Purchase. You should read this entire document carefully before deciding whether to tender your Shares.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Transactions, passed upon the merits or fairness of the Transactions or passed upon the adequacy or accuracy of the information contained in this document. Any representation to the contrary is a criminal offense.

June 10, 2024

iii

IMPORTANT

If you desire to tender all or any portion of your Shares to us pursuant to the Offer, you should either: (i) if you hold your Shares directly as the registered owner, complete and sign the Letter of Transmittal for the Offer, which is enclosed with this Offer to Purchase, in accordance with the instructions contained in the Letter of Transmittal, mail or deliver the Letter of Transmittal and any other required documents to Computershare Inc. and Computershare Trust Company, N.A., the joint depositary and paying agent for the Offer (the “Depositary and Paying Agent”), and either deliver the certificates for your Shares to the Depositary and Paying Agent along with the Letter of Transmittal or tender your Shares by book-entry transfer by following the procedures described in “The Tender Offer—Section 3. Procedures for Tendering Shares” of this Offer to Purchase prior to the expiration of the Offer; or (ii) if you hold your Shares in “street name,” request that your broker, dealer, commercial bank, trust company or other nominee effect the transaction for you. If you hold Shares registered in the name of a broker, dealer, commercial bank, trust company or other nominee you must contact that institution in order to tender your Shares to us pursuant to the Offer.

* * *

Questions and requests for assistance may be directed to Georgeson LLC (the “Information Agent”) at its address and telephone number set forth on the back cover of this Offer to Purchase. Requests for additional copies of this Offer to Purchase, the Letter of Transmittal and other tender offer materials may be directed to the Information Agent. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance.

This Offer to Purchase and the Letter of Transmittal contain important information, and you should read both carefully and in their entirety before making any decision with respect to the Offer.

TABLE OF CONTENTS

			Page

IMPORTANT			iv

SUMMARY TERM SHEET			1

INTRODUCTION			10

THE TENDER OFFER			13

	1.	TERMS OF THE OFFER.	13

	2.	ACCEPTANCE FOR PAYMENT AND PAYMENT FOR SHARES.	14

	3.	PROCEDURES FOR TENDERING SHARES.	15

	4.	WITHDRAWAL RIGHTS.	17

	5.	CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE OFFER AND THE MERGER.	18

	6.	PRICE RANGE OF SHARES.	21

	7.	CERTAIN INFORMATION CONCERNING OSG.	21

	8.	CERTAIN INFORMATION CONCERNING PARENT AND PURCHASER.	22

	9.	SOURCE AND AMOUNT OF FUNDS.	23

	10.	BACKGROUND OF THE OFFER; CONTACTS WITH OSG.	24

	11.	SUMMARY OF THE MERGER AGREEMENT AND CERTAIN OTHER AGREEMENTS.	27

	12.	PURPOSE OF THE OFFER AND PLANS FOR OSG.	47

	13.	CERTAIN EFFECTS OF THE OFFER.	48

	14.	DIVIDENDS AND DISTRIBUTIONS.	49

	15.	CONDITIONS OF THE OFFER.	49

	16.	CERTAIN LEGAL MATTERS; REGULATORY APPROVALS; APPRAISAL RIGHTS.	50

	17.	FEES AND EXPENSES.	54

	18.	MISCELLANEOUS.	54

SUMMARY TERM SHEET

This Summary Term Sheet highlights selected information from this Offer to Purchase, and may not contain all of the information that is important to you and is qualified in its entirety by the more detailed descriptions and explanations contained in the Merger Agreement, this Offer to Purchase, the related Letter of Transmittal and other materials related to the Offer. You are urged to read this Offer to Purchase, the related Letter of Transmittal and other materials related to the Offer carefully and in their entirety. Additionally, below are some questions that you, as a stockholder of OSG, may have, and answers to those questions. Questions or requests for assistance may be directed to Georgeson LLC (the “Information Agent”) at its address and telephone number, as set forth on the back cover of this Offer to Purchase. Unless otherwise indicated in this Offer to Purchase or the context otherwise requires, all references in this Offer to Purchase to “we,” “our,” or “us” refer to Purchaser or Parent as the context requires.

Securities Sought		All issued and outstanding shares of Class A common stock, par value $0.01 per share (the “Shares”), of Overseas Shipholding Group, Inc., a Delaware corporation (“OSG”), other than Shares owned by Parent, Purchaser or any of their respective affiliates.
Price Offered Per Share		$8.50 per Share in cash (the “Offer Price”), upon the terms and subject to the conditions described in this Offer to Purchase (together with any amendments or supplements hereto, this “Offer to Purchase”) and in the related Letter of Transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal”), subject to any applicable withholding tax and without interest.
Scheduled Expiration Date		The Offer will expire at one minute past 11:59 p.m. Eastern Time on July 9, 2024, unless extended in accordance with the terms of the Merger Agreement and the applicable rules and regulations of the Securities and Exchange Commission, in which event the term “Expiration Date” will mean the date to which the Expiration Date is so extended.
Purchaser		Seahawk MergeCo., Inc., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Saltchuk Resources, Inc., a Washington corporation (“Parent”). As used herein, the defined term “Purchaser Parties” refers to Purchaser and Parent.
OSG Board Recommendation		The board of directors of OSG (the “OSG Board”) unanimously resolved to recommend that OSG’s stockholders (the “OSG Stockholders”) accept the Offer and tender their Shares pursuant to the Offer.

WHO IS OFFERING TO BUY MY SHARES?

●

Purchaser, a wholly owned subsidiary of Parent, is offering to buy your Shares. Purchaser has been organized in connection with this Offer and has not carried on any activities other than entering into the Merger Agreement and activities in connection with the Offer. See “The Tender Offer—Section 8. Certain Information Concerning Parent and Purchaser.”

●

Parent is Saltchuk Resources, Inc. See “The Tender Offer—Section 8. Certain Information Concerning Parent and Purchaser.”

●

Purchaser is Seahawk MergeCo., Inc. See “The Tender Offer—Section 8. Certain Information Concerning Parent and Purchaser.”

WHO CAN PARTICIPATE IN THE OFFER?

●

The Offer is open to all holders and beneficial owners of the Shares, other than Shares owned by Parent, Purchaser or any of their respective affiliates.

DOES PARENT, PURCHASER OR ANY OF THEIR RESPECTIVE AFFILIATES ALREADY BENEFICIALLY OWN SHARES?

●

As of May 16, 2024, Parent was the beneficial owner of 15,203,554 Shares of OSG, representing approximately 21.1% of the outstanding Shares of OSG, based on 72,030,977 Shares outstanding as of May 16, 2024, excluding the Company Warrants (as defined below) exercisable for 507,535 Shares as of May 16, 2024. See “The Tender Offer—Section 8. Certain Information Concerning Parent and Purchaser.”

WHAT ARE THE CLASSES AND AMOUNTS OF SHARES SOUGHT IN THE OFFER?

●

Purchaser is seeking to purchase all of the outstanding Shares, other than the Shares owned by Parent, Purchaser and any of their respective affiliates. See the “Introduction” and “The Tender Offer—Section 1. Terms of the Offer.”

●

The Offer applies only to Shares. If any former holders of shares of Class B common stock, par value $0.01 per share, of OSG desire to exchange their certificates previously representing shares of such Class B common stock for Shares in order to tender such Shares in the Offer or to exchange such certificates for Merger Consideration following the time that Purchaser irrevocably accepts the Shares for payment (the “Offer Acceptance Time”), they should contact Computershare Transfer Agency, OSG’s transfer agent, or their broker, dealer, commercial bank, trust company or other nominee for assistance.

HOW MUCH IS PURCHASER OFFERING TO PAY AND WHAT IS THE FORM OF PAYMENT?

●

Purchaser is offering to pay an Offer Price of $8.50 per Share in cash to you, without interest and subject to any applicable tax withholding, upon the terms and subject to the conditions contained in this Offer to Purchase and in the related Letter of Transmittal. See the “Introduction” and “The Tender Offer—Section 1. Terms of the Offer.”

WILL I HAVE TO PAY ANY FEES OR COMMISSIONS?

●

If your Shares are registered in your name and you tender your Shares, you will not be obligated to pay brokerage fees or commissions or similar expenses. If you hold your Shares through a broker, dealer, commercial bank, trust company or other nominee and your broker, dealer, commercial bank, trust company or other nominee tenders your Shares on your behalf, your broker, dealer, commercial bank, trust company or other nominee may charge a fee for doing so. You should consult your broker, dealer, commercial bank, trust company or other nominee to determine whether any charges will apply. See the “Introduction” and “The Tender Offer—Section 3. Procedures for Tendering Shares.”

WHY IS PURCHASER MAKING THE OFFER?

●

Purchaser is making the Offer because it wants to acquire control of, and ultimately own the entire equity interest in, OSG. Following the consummation of the Offer, we intend to complete the Merger (as defined below) as soon as practicable. Upon completion of the Merger, OSG will become a wholly owned subsidiary of Parent. In addition, we intend to cause the Shares to be delisted from the New York Stock Exchange (“NYSE”) and deregistered under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), after completion of the Merger. See “The Tender Offer—Section 12. Purpose of the Offer and Plans for OSG,” “The Tender Offer—Section 13. Certain Effects of the Offer” and “The Tender Offer—Section 1. Terms of the Offer.”

IS THERE A MINIMUM NUMBER OF SHARES THAT MUST BE TENDERED IN ORDER FOR YOU TO PURCHASE ANY SECURITIES?

●

Yes. The obligation of Purchaser to accept for payment or pay for any Shares tendered pursuant to the Offer is subject to the various conditions set forth in “The Tender Offer—Section 15. Conditions of the Offer,” including the “Minimum Condition.” The “Minimum Condition” means that the number of Shares validly tendered and “received” (within the meaning of Section 251(h) of the DGCL) and not validly withdrawn prior to the expiration of the Offer (excluding any Shares tendered pursuant to guaranteed delivery procedures that have not yet been “received” (within the meaning of Section 251(h) of the DGCL)), together with any Shares owned by Parent, Purchaser, or any of their respective affiliates as of the Expiration Date, equals at least one (1) Share more than a majority of all issued and outstanding Shares as of the expiration of the Offer, other than any Shares held by OSG in treasury as of the expiration of the Offer or any other Shares acquired by OSG prior to the expiration of the Offer.

●

A more detailed discussion of the Minimum Condition is contained in the “Introduction,” “The Tender Offer—Section 1. Terms of the Offer” and “The Tender Offer—Section 15. Conditions of the Offer.”

WHAT ARE THE MOST SIGNIFICANT CONDITIONS OF THE OFFER?

●

Consummation of the Offer is subject to the satisfaction (or, to the extent permitted, waiver) of certain conditions set forth in the Merger Agreement, including, but not limited to:

(A)

the Minimum Condition;

(B)

no governmental entity of competent jurisdiction enacting or promulgating any law after May 19, 2024, the date of the Merger Agreement, or issued any order after May 19, 2024, that is in effect and restrains, enjoins or otherwise prohibits the acquisition of or payment for the Shares pursuant to the Offer or consummation of the Merger;

(C)

the accuracy of the representations and warranties of OSG set forth in the Merger Agreement (subject to certain exceptions and qualifications described in the Merger Agreement);

	(D)	OSG’s performance and compliance in all material respects with its agreements and covenants contained in the Merger Agreement that are required to be performed or complied with by it at or prior to the Offer Acceptance Time;

	(E)	Parent and Purchaser receiving a certificate of OSG, signed by an executive officer of OSG and dated as of the date of the Offer Acceptance Time, to the effect that the conditions referenced in clauses (C) and (D) above and clause (F) below have been satisfied;

	(F)	no Company Material Adverse Effect has occurred since May 19, 2024;

(G)

the expiration or termination of the waiting period applicable to the Offer (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”); and

(H)

the Merger Agreement not being terminated in accordance with its terms (collectively, (A) through (H), the “Offer Conditions”).

●

Purchaser and Parent reserve the right to waive certain of the conditions to the Offer in their sole discretion to the extent permitted by applicable law; provided that the Minimum Condition may be waived by Purchaser only with the prior written consent of OSG.

●

A more detailed discussion of the Offer Conditions is contained in the “Introduction,” “The Tender Offer—Section 1. Terms of the Offer” and “The Tender Offer—Section 15. Conditions of the Offer.”

IS THERE AN AGREEMENT GOVERNING THE OFFER?

●

Yes. OSG, Parent and Purchaser have entered into the Merger Agreement. The Merger Agreement provides, among other things, for the terms and conditions of the Offer and, following consummation of the Offer, the Merger. See “The Tender Offer—Section 11. Summary of the Merger Agreement and Certain Other Agreements.”

DOES PARENT HAVE FINANCIAL RESOURCES TO MAKE PAYMENTS IN THE OFFER?

●

Yes. Parent and Purchaser estimate that the total amount of funds required from Parent and Purchaser to purchase all Shares pursuant to the Offer, consummate the Merger and otherwise satisfy their respective obligations under the Merger Agreement (including payments for the settlement and cancellation of Company Stock Options, Company RSU Awards and Company Warrants, repayment of OSG indebtedness and payment of associated breakage costs, payment of retention and other bonus payments to OSG employees) and pay associated estimated fees and expenses is approximately $948 million. Parent and Purchaser expect to fund such payments from a combination of Parent’s and OSG’s available cash (subject to the requirement under the Merger Agreement that OSG have cash on its consolidated balance sheet as of the Closing of $25.0 million), borrowings under Parent’s existing credit facilities and, if completed prior to the Effective Time, proceeds from an offering of Parent’s senior notes, each of which is described below. To the extent required, Parent will provide Purchaser with sufficient funds to satisfy Purchaser’s obligations. No alternative arrangements or alternative financing plans have been made. See “The Tender Offer—Section 9. Source and Amount of Funds,” “The Tender Offer—Section 11. Summary of the Merger Agreement and Certain Other Agreements” and “The Tender Offer—Section 12. Purpose of the Offer and Plans for OSG.”

SHOULD PURCHASER’S FINANCIAL CONDITION BE RELEVANT TO MY DECISION TO TENDER IN THE OFFER?

●

No, we do not believe it is relevant because:

○

the consummation of the Offer is not subject to any financing condition;

○

the Offer is being made for all Shares (other than Shares owned by Parent, Purchaser or any of their respective affiliates) solely for cash;

○

if the Offer is consummated, we will acquire all remaining Shares in the Merger for the same cash price as was paid in the Offer (i.e., the Offer Price), subject to any applicable withholding taxes; and

○

we have all of the financial resources, including committed corporate loan facilities and cash on hand, to purchase all Shares validly tendered and not properly withdrawn pursuant to the Offer and to provide funding for the Merger and related fees and expenses.

See “The Tender Offer—Section 9. Source and Amount of Funds” and “The Tender Offer—Section 11. Summary of the Merger Agreement and Certain Other Agreements.”

HOW LONG DO I HAVE TO DECIDE WHETHER TO TENDER IN THE OFFER?

●

Pursuant to the Merger Agreement, the Offer and withdrawal rights will expire at one minute past 11:59 p.m. Eastern Time on July 9, 2024. You will have until one minute after 11:59 p.m. Eastern Time on July 9, 2024, to tender your Shares in the Offer, unless Purchaser extends the Offer, in which event you will have until the Expiration Date as so extended.

CAN THE OFFER BE EXTENDED, AND UNDER WHAT CIRCUMSTANCES?

●

Yes, the Offer can be extended. The Merger Agreement provides that, subject to the parties’ termination rights under the Merger Agreement, (A) (i) if, as of any then-scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived by Purchaser or Parent, to the extent waivable by Purchaser or Parent, then Purchaser may, in its discretion, and without the consent of OSG or any other person, extend the Offer on up to two (2) occasions, for an additional period of up to ten (10) business days per extension (or such longer period as the parties may mutually agree in writing), to permit such Offer Condition to be satisfied, and (ii) Purchaser shall, and Parent shall cause Purchaser to, extend the Offer from time to time for the minimum period required by any law, any interpretation or position of the SEC, the staff thereof or any rules and regulations of the NYSE applicable to the Offer, and (B) if, as of any then-scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, OSG may require Purchaser to extend the Offer on one or more occasions, for an additional period of up to ten (10) business days per extension (or such longer period as the parties may mutually agree in writing), to permit such Offer Condition to be satisfied (provided that (x) in no event shall Purchaser be required to extend the Offer beyond the valid termination of the Merger Agreement or beyond February 19, 2025, and (y) in the event that the Minimum Condition is the only Offer Condition not satisfied or waived (other than the Offer Conditions that by their nature are only satisfied as of the Offer Acceptance Time), OSG may not require Purchaser to extend the Offer on more than five (5) such occasions of ten (10) business days). See “The Tender Offer—Section 11. Summary of the Merger Agreement and Certain Other Agreements” and “The Tender Offer—Section 15. Conditions of the Offer.”

HOW WILL I BE NOTIFIED IF THE OFFER IS EXTENDED?

●

If Purchaser extends the Offer, we will inform Computershare Inc. and Computershare Trust Company, N.A., the joint depositary and paying agent for the Offer (the “Depositary and Paying Agent”), of that fact and will issue a press release giving the new Expiration Date no later than 9:00 a.m. Eastern Time on the next business day after the day on which the Offer was previously scheduled to expire. See “The Tender Offer—Section 1. Terms of the Offer.”

HOW DO I TENDER MY SHARES?

●

If you hold your Shares directly as the registered owner, you can (i) tender your Shares in the Offer by delivering the certificates representing your Shares, together with a completed Letter of Transmittal and any other documents required by the Letter of Transmittal, to the Depositary and Paying Agent or (ii) tender your Shares by following the book-entry procedures set forth in “The Tender Offer—Section 3. Procedures for Tendering Shares” not later than the expiration of the Offer. See “The Tender Offer—Section 3. Procedures for Tendering Shares” The Letter of Transmittal is enclosed with this Offer to Purchase.

●

If you hold your Shares in street name (i.e., through a broker, dealer, commercial bank, trust company or other nominee), you must contact the institution that holds your Shares and give instructions that your Shares be tendered. You should contact the institution that holds your Shares for more details.

●

In all cases, payment for tendered Shares will be made only after timely receipt by the Depositary and Paying Agent of (i) certificates for such Shares or (ii) confirmation of a book-entry transfer of such Shares as described in “The Tender Offer—Section 3. Procedures for Tendering Shares” and a properly completed and duly executed Letter of Transmittal and any other required documents for such Shares. See also “The Tender Offer—Section 2. Acceptance for Payment and Payment for Shares.”

UNTIL WHAT TIME CAN I WITHDRAW PREVIOUSLY TENDERED SHARES?

●

You may withdraw previously tendered Shares any time prior to one minute after 11:59 p.m. Eastern Time on July 9, 2024 or the date to which Purchaser further extends the Offer. See “The Tender Offer—Section 4. Withdrawal Rights.”

●

In addition, pursuant to Section 14(d)(5) of the Exchange Act, Shares may be withdrawn at any time after August 9, 2024, which is the 60th day after the date of the commencement of the Offer, unless such Shares have already been accepted for payment by Purchaser pursuant to the Offer.

HOW DO I WITHDRAW PREVIOUSLY TENDERED SHARES?

●

To withdraw previously tendered Shares, you must deliver a written or facsimile notice of withdrawal with the required information to the Depositary and Paying Agent while you still have the right to withdraw. If you tendered Shares by giving instructions to a broker, dealer, commercial bank, trust company or other nominee, you must instruct the broker, dealer, commercial bank, trust company or other nominee to arrange for the withdrawal of your Shares. See “The Tender Offer—Section 4. Withdrawal Rights.”

WHAT DOES THE OSG BOARD THINK OF THE OFFER?

●

After careful consideration, the members of the OSG Board have unanimously recommended that you accept the Offer and tender your Shares pursuant to the Offer.

●

OSG’s full statement on the Offer is set forth in its Solicitation/Recommendation Statement on Schedule 14D-9, which it has filed with the SEC on the date hereof. See also the “Introduction” below.

WILL THE TENDER OFFER BE FOLLOWED BY A MERGER IF ALL THE SHARES ARE NOT TENDERED?

●

If we accept Shares for payment pursuant to the Offer, then the Minimum Condition will have been satisfied and we will hold a sufficient number of Shares to effect the Merger without a vote or meeting by the OSG Stockholders under the DGCL.

●

If the Merger occurs, OSG will become a wholly owned subsidiary of Parent and each issued and then outstanding Share (other than (a) any Shares held by OSG in treasury, (b) any Shares held by Parent, Purchaser or any other wholly-owned subsidiary of Parent, (c) any Shares irrevocably accepted for purchase by Purchaser in the Offer and (d) any Shares owned by any of the OSG Stockholders who are entitled to and who properly demand appraisal rights pursuant to Section 262 of the DGCL and have not validly revoked that demand) will be cancelled and converted automatically into the right to receive the Merger Consideration. For more information, see the “Introduction” below.

●

Because the Merger will be governed by Section 251(h) of the DGCL, no stockholder vote will be required to consummate the Merger. As required by Section 251(h) of the DGCL, the Merger Agreement provides that the Merger shall be effected as soon as practicable following the consummation of the Offer. See the “Introduction” below and “The Tender Offer—Section 11. Summary of the Merger Agreement and Certain Other Agreements,” “The Tender Offer—Section 12. Purpose of the Offer and Plans for OSG” and “The Tender Offer—Section 16. Certain Legal Matters; Regulatory Approvals; Appraisal Rights.”

IF THE OFFER IS COMPLETED, WILL OSG CONTINUE AS A PUBLIC COMPANY?

●

No. Immediately following consummation of the Offer and satisfaction or waiver (to the extent permitted by applicable law) of the conditions to the Merger, we expect to complete the Merger pursuant to applicable provisions of the DGCL, after which the Surviving Corporation will be a wholly owned subsidiary of Parent, and the Shares will be delisted from the NYSE and OSG’s obligations to file periodic reports under the Exchange Act will be suspended, and OSG will be privately held. See “The Tender Offer—Section 13. Certain Effects of the Offer.”

IF I DECIDE NOT TO TENDER, HOW WILL THE OFFER AFFECT MY SHARES?

●

If you decide not to tender your Shares in the Offer and the Merger occurs as described above, you will receive in the Merger the right to receive the Merger Consideration, which is same amount as if you had tendered your Shares in the Offer (i.e., the Offer Price).

●

If you decide not to tender your Shares in the Offer and Purchaser purchases the Shares that have been tendered, but the Merger does not occur, you will remain a stockholder of OSG. Subject to limited conditions, if we purchase Shares in the Offer, we are obligated under the Merger Agreement to cause the Merger to occur. See “The Tender Offer—Section 13. Certain Effects of the Offer.”

●

Following the Offer, the Shares may no longer constitute “margin securities” for purposes of the margin regulations of the Federal Reserve Board, in which case your Shares may no longer be used as collateral for loans made by brokers. See “The Tender Offer—Section 13. Certain Effects of the Offer.”

WHAT IS THE MARKET VALUE OF MY SHARES AS OF A RECENT DATE?

●

On June 7, 2024, the last full trading day prior to the date of this Offer to Purchase, the last reported closing price per Share reported on the NYSE was $8.43, which is lower than the Offer Price of $8.50 per Share. See “The Tender Offer—Section 6. Price Range of Shares.”

●

On January 26, 2024, the last full trading day before public disclosure that Parent provided the Board Letter (as defined below in “The Tender Offer—Section 10. Background of the Offer; Contacts with OSG”) to the OSG Board, the last reported closing price per Share on the NYSE was $5.90, which is lower than the Offer Price of $8.50 per Share.

IF I ACCEPT THE OFFER, WHEN AND HOW WILL I GET PAID?

●

If the conditions to the Offer as set forth in the “Introduction” and “The Tender Offer—Section 15. Conditions of the Offer” are satisfied or waived and Purchaser consummates the Offer and accepts your Shares for payment, we will pay you a dollar amount in cash equal to the number of Shares you tendered multiplied by the Offer Price, without interest and subject to any applicable tax withholding, promptly following the time at which Purchaser accepts for payment Shares tendered in the Offer (and in any event within two (2) business days). See “The Tender Offer—Section 1. Terms of the Offer” and “The Tender Offer—Section 2. Acceptance for Payment and Payment for Shares.”

IF I AM AN EMPLOYEE OF OSG, HOW WILL MY OUTSTANDING EQUITY AWARDS BE TREATED IN THE OFFER AND THE MERGER?

●

As of immediately prior to the Offer Acceptance Time, each option (the “Company Stock Options”) to purchase Shares will become fully vested (to the extent unvested) and (i) each Company Stock Option that has an exercise price per Share that is less than the Offer Price (each, an “In-the-Money Option”) that is then outstanding will be cancelled and, in exchange therefor, the holder of such cancelled In-the-Money Option will be entitled to receive, in consideration of the cancellation of such In-the-Money Option, an amount in cash, without any interest thereon and subject to applicable tax withholding, equal to the product of (x) the excess of the Offer Price over the applicable exercise price per Share of such In-the-Money Option and (y) the total number of Shares underlying such In-the-Money Option as of immediately prior to the Offer Acceptance Time, and (ii) each Company Stock Option that is not an In-the-Money Option will be cancelled for no consideration.

●

As of immediately prior to the Offer Acceptance Time, each restricted stock unit award of OSG (the “Company RSU Award”), or portion thereof, that is not subject to one or more performance goals as of immediately prior to the Offer Acceptance Time and that is then outstanding will be cancelled and the holder of each such cancelled Company RSU Award will be entitled to receive an amount in cash, without any interest thereon and subject to applicable tax withholding, equal to the sum of (i) the product of (x) the Offer Price and (y) the total number of Shares subject to such Company RSU Award or portion thereof, as applicable, plus (ii) an amount equal to any dividend equivalent rights then accrued with respect to such Company RSU Award or portion thereof, as applicable, plus (iii) any then-unpaid “cash award” granted in connection with OSG’s retention program in 2022, as set forth in the applicable Company RSU Award grant agreement, as applicable.

●

As of immediately prior to the Offer Acceptance Time, each Company RSU Award, or portion thereof, that is (x) subject to one or more performance goals as of immediately prior to the Offer Acceptance Time and (y) for which the performance period is originally scheduled to end in fiscal year 2025 or fiscal year 2026 and that is then outstanding will be cancelled and converted into a new award granting the holder thereof the right to receive an amount in cash, without any interest thereon and subject to applicable tax withholding, equal to the sum of (i) the product of (x) the Offer Price and (y) the total number of Shares subject to such Company RSU Award or portion thereof, as applicable, assuming target level achievement, plus (ii) an amount equal to any dividend equivalent rights then accrued with respect to such Company RSU Award or portion thereof, as applicable (each, a “Cash Award”). Each such Cash Award shall no longer be subject to the performance goal(s) in effect immediately prior to the Offer Acceptance Time, but shall otherwise remain subject to the same terms, conditions, restrictions and vesting arrangements that were applicable to the corresponding Company RSU Award immediately prior to the Offer Acceptance Time. Each Cash Award may be increased, but not decreased, by up to 50% based on performance goal(s) to be mutually determined by Parent and OSG management as soon as possible following the Effective Time. To the extent vested, OSG shall make such payments in respect of each Cash Award no later than the end of the second completed payroll cycle following the date on which the applicable Company RSU Award would have become vested under the vesting schedule in place for such award as of immediately prior to the Offer Acceptance Time (and in no event later than two and one-half months following the end of the calendar year in which the applicable Company RSU Award would have become vested), or on the applicable holder’s earlier termination of employment that would have triggered an accelerated vesting and payment of the Company RSU Award per the terms of such Company RSU Award, any employment agreement with such holder or any other OSG benefit plan in effect as of the Offer Acceptance Time.

HOW WILL MY COMPANY WARRANTS BE TREATED IN THE OFFER AND THE MERGER?

●

Pursuant to the Merger Agreement, in accordance with the terms of the Warrant Agreement, any Company Warrant surrendered at any time from or after the Offer Acceptance Time that has an exercise price per Share that is less than the Offer Price shall entitle the holder thereof to receive, upon the surrender of such Company Warrant in accordance with its terms, an amount in cash equal to the product of (x) the excess of the Offer Price over the applicable exercise price per Share of such Company Warrant and (y) the total number of Shares subject to such Company Warrant.

WHAT ARE THE PRINCIPAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF TENDERING MY SHARES IN THE OFFER OR HAVING MY SHARES EXCHANGED FOR THE MERGER CONSIDERATION PURSUANT TO THE MERGER?

●

In general, the exchange of Shares for cash pursuant to the Offer or the Merger will be a taxable transaction for U.S. federal income tax purposes. A U.S. Holder (as defined below in “The Tender Offer—Section 5. Certain U.S. Federal Income Tax Consequences of the Offer and the Merger”) who sells Shares pursuant to the Offer or receives cash in exchange for Shares pursuant to the Merger generally will recognize capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between (i) the amount of cash received (determined before deduction of any applicable withholding taxes) and (ii) the U.S. Holder’s adjusted tax basis in the Shares sold pursuant to the Offer or converted pursuant to the Merger. See “The Tender Offer—Section 5. Certain U.S. Federal Income Tax Consequences of the Offer and the Merger” for a more detailed discussion of the U.S. federal income tax considerations generally applicable to the Offer and the Merger.

●

If you are a Non-U.S. Holder (as defined below in “The Tender Offer—Section 5. Certain U.S. Federal Income Tax Consequences of the Offer and the Merger”), you generally will not be subject to U.S. federal income tax with respect to the sale of Shares pursuant to the Offer or receipt of cash in exchange for Shares pursuant to the Merger unless you have certain connections to the United States described in detail below, but you may be subject to backup withholding tax unless you comply with certain certification procedures or otherwise establish a valid exemption from backup withholding tax. See “The Tender Offer—Section 5. Certain U.S. Federal Income Tax Consequences of the Offer and the Merger” for a more detailed discussion of the U.S. federal income tax considerations generally applicable to the Offer and the Merger.

The U.S. federal, state, local and non-U.S. income and other tax consequences of the Offer and Merger to holders or beneficial owners of Company Stock Options, Company RSU Awards or Company Warrants with respect to such Company Stock Options, Company RSU Awards and Company Warrants are not discussed herein, and such holders and beneficial owners of Company Stock Options, Company RSU Awards and Company Warrants are encouraged to consult their own tax advisors regarding such tax consequences.

WILL I HAVE THE RIGHT TO HAVE MY SHARES APPRAISED?

●

No appraisal rights are available to the holders of Shares in connection with the Offer. However, if Purchaser purchases Shares in the Offer and the Merger is consummated, holders of Shares outstanding as of immediately prior to the Effective Time who: (i) did not tender their Shares in the Offer (or, if tendered, validly and subsequently withdrew such Shares prior to the time Purchaser accepts properly tendered Shares for purchase and did not otherwise waive their appraisal rights); (ii) comply with the applicable procedures under Section 262 of the DGCL; and (iii) do not withdraw their demand for appraisal of such Shares or otherwise lose their appraisal rights, in each case in accordance with the DGCL, will be entitled to demand appraisal of their Shares and receive in lieu of the consideration payable in the Merger a cash payment equal to the “fair value” of their Shares exclusive of any element of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, in accordance with Section 262 of the DGCL plus interest, if any, on the amount determined to be the fair value.

●

The “fair value” of the Shares as determined by the Delaware Court of Chancery could be based upon considerations other than, or in addition to, the price paid in the Offer and the Merger and the market value of such Shares. Stockholders and beneficial owners of Shares should recognize that the value determined in an appraisal proceeding of the Delaware Court of Chancery could be higher or lower than, or the same as, the Offer Price and that an investment banking opinion as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, is not an opinion as to, and does not otherwise address, fair value under the DGCL. Moreover, Parent and OSG may argue in an appraisal proceeding that, for purposes of such proceeding, the “fair value” of such Shares is less than the Offer Price.

●

Any stockholder or beneficial owner of Shares who desires to exercise his, her or its appraisal rights should review carefully Section 262 of the DGCL and is urged to consult his, her or its legal advisor before electing or attempting to exercise such rights.

●

The foregoing summary of appraisal rights under the DGCL does not purport to be a statement of the procedures to be followed by stockholders or beneficial owners of Shares desiring to demand any appraisal rights under Delaware law. The preservation and demand of appraisal rights require strict and timely adherence to the applicable provisions of Delaware law, which are contained in Section 262 of the DGCL and will be further summarized in a notice of the availability of appraisal rights to be sent by OSG. The foregoing discussion is not a complete statement of law pertaining to appraisal rights under Delaware law and is qualified in its entirety by reference to Delaware law, including without limitation, Section 262 of the DGCL, a copy of which may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. For more information regarding appraisal rights, see “The Tender Offer—Section 16. Certain Legal Matters; Regulatory Approvals; Appraisal Rights.”

●

If you tender your Shares in the Offer, you will not be entitled to demand appraisal rights with respect to your Shares but, instead, subject to the conditions to the Offer, you will receive the Offer Price for your Shares.

WITH WHOM MAY I SPEAK IF I HAVE QUESTIONS ABOUT THE OFFER?

●

You can call Georgeson LLC, the Information Agent, toll-free at (866) 643-6206. See the back cover of this Offer to Purchase.

To All Holders of Shares of

Overseas Shipholding Group, Inc.

INTRODUCTION

Purchaser, a wholly owned subsidiary of Parent, is making the Offer to acquire all issued and outstanding Shares of OSG, other than any Shares owned by Parent, Purchaser or any of their respective affiliates, for the Offer Price, upon the terms and subject to the conditions described in this Offer to Purchase and in the related Letter of Transmittal. Subject to the terms of the Merger Agreement, the Offer Price will be paid subject to any applicable tax withholding and without interest. The Offer is being made pursuant to the Merger Agreement, pursuant to which, after the completion of the Offer and the satisfaction or, to the extent permitted, waiver of certain conditions, Purchaser will be merged with and into OSG, without a meeting, vote or any further action of the OSG Stockholders in accordance with Section 251(h) of the DGCL, and OSG will be the Surviving Corporation and a wholly owned subsidiary of Parent. Upon the terms and subject to the conditions of the Offer and the Merger Agreement, including the satisfaction or, to the extent permitted, waiver of the conditions of the Offer, Purchaser will (and Parent will cause Purchaser to), (A) promptly, and in no event later than 9:00 a.m. Eastern Time one (1) business day (determined as set forth in Rule 14d-1(g)(3) under the Exchange Act) after the Expiration Date, irrevocably accept for payment all Shares validly tendered (and not validly withdrawn) pursuant to the Offer (the time of such acceptance, the “Offer Acceptance Time”) and (B) as promptly as practicable after the Offer Acceptance Time (and in any event within two (2) business days (determined as set forth in Rule 14d-1(g)(3) under the Exchange Act) thereafter), pay for such Shares.

If your Shares are registered in your name and you tender directly to the Depositary and Paying Agent, you will not be obligated to pay brokerage fees or commissions or, except as otherwise provided in Instruction 6 of the Letter of Transmittal, transfer taxes on the purchase of Shares by Purchaser pursuant to the Offer. If you hold your Shares through a broker, dealer, commercial bank, trust company or other nominee you should check with such institution as to whether they charge any service fees or commissions.

We will pay all charges and expenses of the Depositary and Paying Agent and the Information Agent.

Purchaser will not be required to accept for payment or, prior to the Offer Acceptance Time and subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act, to pay for any Shares tendered pursuant to the Offer, if:

(i)

prior to the Expiration Date, the Minimum Condition shall have not been satisfied; or

(iii)

any of the conditions set forth in “The Tender Offer—Section 15. Conditions of the Offer” shall exist or shall have occurred and be continuing at the Expiration Date.

If the Merger Agreement has been validly terminated in accordance with the termination provisions therein, Purchaser must, and Parent must cause Purchaser to, immediately and unconditionally terminate the Offer (prior to the Offer Acceptance Time and subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act) and not acquire any Shares pursuant to the Offer. If the Offer is terminated in accordance with the terms of the Merger Agreement, Purchaser will promptly (and in no event more than one (1) business day after such termination) return, and shall cause the Depositary and Paying Agent to return, in accordance with applicable laws, all tendered Shares to the registered holders thereof.

Pursuant to the Merger Agreement, the Offer and withdrawal rights will expire at one minute past 11:59 p.m. Eastern Time on July 9, 2024. See “The Tender Offer —Section 1. Terms of the Offer,” “The Tender Offer—Section 15. Conditions of the Offer” and “The Tender Offer—Section 16. Certain Legal Matters; Regulatory Approvals; Appraisal Rights.”

After careful consideration, the OSG Board has unanimously: (i) determined that the terms of the Merger Agreement and all agreements and documents related thereto and contemplated thereby were fair to and in the best interest of OSG and the OSG Stockholders; (ii) declared that the Merger Agreement and the Offer, the Merger and the other transactions contemplated by the Merger Agreement (the “Transactions”) are advisable; (iii) approved and adopted the Merger Agreement and the Transactions, including the Merger and the Offer, in accordance with the DGCL; (iv) directed that the Merger be effected and governed by Section 251(h) of the DGCL and that the Merger be consummated as soon as practicable following the Offer Acceptance Time; (v) recommended that the OSG Stockholders accept the Offer and tender their Shares to Purchaser pursuant to the Offer; and (vi) authorized and approved the execution, delivery and performance by OSG of the Merger Agreement and the consummation of the Transactions.

For reasons considered by the OSG Board, see OSG’s Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9”) filed with the SEC on the date hereof in connection with the Offer, a copy of which (without certain exhibits) is being furnished to the OSG Stockholders concurrently herewith.

The Offer is being made in connection with the Merger Agreement, pursuant to which, after the completion of the Offer and the satisfaction or waiver of certain conditions, the Merger will be effected. The Merger shall become effective when a certificate of merger is filed with the Secretary of State of the State of Delaware (or at such subsequent date and time as may be agreed by Parent, OSG and Purchaser in writing prior to the Offer Acceptance Time and specified in the certificate of merger).

Pursuant to the Merger Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of the holders of Shares, each outstanding Share (other than (a) any Shares held by OSG in treasury, (b) any Shares held by Parent, Purchaser or any other wholly owned subsidiary of Parent, (c) any Shares irrevocably accepted for purchase by Purchaser in the Offer and (d) any Shares owned by any of the OSG Stockholders who are entitled to, and who properly demand, appraisal rights pursuant to Section 262 of the DGCL and have not validly revoked such demand) will be cancelled and converted automatically into the right to receive the Merger Consideration.

The Merger Agreement is more fully described in “The Tender Offer—Section 11. Summary of the Merger Agreement and Certain Other Agreements,” which also contains a discussion of the treatment of Company Stock Options, Company RSU Awards and Company Warrants in the Merger. “The Tender Offer—Section 5. Certain U.S. Federal Income Tax Consequences of the Offer and the Merger” below describes certain U.S. federal income tax consequences generally applicable to Holders (as defined below in “The Tender Offer—Section 5. Certain U.S. Federal Income Tax Consequences of the Offer and the Merger”) whose Shares are tendered and accepted for purchase pursuant to the Offer or whose Shares are converted into the right to receive cash in the Merger.

Because the Merger will be consummated in accordance with Section 251(h) of the DGCL, approval of the Merger will not require a vote of the OSG Stockholders. Section 251(h) of the DGCL provides that stockholder approval of a merger is not required if certain requirements are met, including that: (i) the acquiring company consummates a tender offer for any and all of the outstanding stock of OSG that, absent Section 251(h) of the DGCL, would be entitled to vote on the merger; (ii) following the consummation of such tender offer, the stock irrevocably accepted for purchase pursuant to such offer and received by the Depositary and Paying Agent prior to expiration of such offer, together with the stock otherwise owned by the consummating corporation or its affiliates and any “rollover stock” (as defined in Section 251(h) of the DGCL), equals at least such percentage of the stock of OSG to be acquired that, absent Section 251(h) of the DGCL, would be required to adopt the Merger Agreement; and (iii) each outstanding share (other than “excluded stock” (as defined in Section 251(h) of the DGCL)) of the company that is subject of and not irrevocably accepted for purchase in such offer is converted in such merger into the right to receive the same amount and kind of cash, property, rights or securities paid for such shares pursuant to such offer. If the Minimum Condition is satisfied and we accept Shares for payment pursuant to the Offer, we will hold a sufficient number of Shares to ensure that OSG will not be required to submit the adoption of the Merger Agreement to a vote of the OSG Stockholders. As a result of the Merger, OSG will cease to be a publicly traded company and will become a wholly owned subsidiary of Parent. See “The Tender Offer—Section 11. Summary of the Merger Agreement and Certain Other Agreements,” “The Tender Offer—Section 12. Purpose of the Offer and Plans for OSG” and “The Tender Offer—Section 16. Certain Legal Matters; Regulatory Approvals; Appraisal Rights.”

The Merger Agreement, this Offer to Purchase and the related Letter of Transmittal contain important information and each document should be read carefully and in their entirety before any decision is made with respect to the Offer.

THE TENDER OFFER

1.	TERMS OF THE OFFER.

Upon the terms and subject to the conditions of the Offer and the Merger Agreement, including the satisfaction or, to the extent permitted, waiver of the conditions of the Offer, Purchaser will (and Parent will cause Purchaser to), (i) promptly, and in no event later than 9:00 a.m. Eastern Time one (1) business day (determined as set forth in Rule 14d-1(g)(3) under the Exchange Act) after the Expiration Date, irrevocably accept for payment all Shares validly tendered (and not validly withdrawn in accordance with the procedures set forth in “The Tender Offer—Section 4. Withdrawal Rights”) pursuant to the Offer (the time of such acceptance, the “Offer Acceptance Time”) and (ii) as promptly as practicable after the Offer Acceptance Time (and in any event within two (2) business days (determined as set forth in Rule 14d-1(g)(3) under the Exchange Act) thereafter), pay for such Shares. The Offer will expire at one minute after 11:59 p.m. Eastern Time on July 9, 2024, the date that is twenty (20) business days (determined as set forth in Rule 14d-1(g)(3) under the Exchange Act) from commencement of the Offer, unless extended in accordance with the terms of the Merger Agreement and the applicable rules and regulations of the SEC, in which event the term “Expiration Date” will mean the date to which the Expiration Date is so extended.

The Offer is conditioned upon the satisfaction of the Minimum Condition and the other conditions described in “The Tender Offer—Section 15. Conditions of the Offer.” We may, subject to the terms and conditions of the Merger Agreement, terminate the Offer without purchasing any Shares if certain events described in “The Tender Offer—Section 11. Summary of the Merger Agreement and Certain Other Agreements—Summary of the Merger Agreement—Termination” occur.

Pursuant to the Merger Agreement, Purchaser has reserved the right, to the extent permitted by applicable law, to: (i) increase the amount of cash constituting the Offer Price and/or (ii) waive any Offer Condition (to the extent permitted under applicable laws), except that, without the prior written consent of OSG, Purchaser may not (a) amend or waive the Minimum Condition; (b) decrease the Offer Price; (c) make any change to the Offer that (1) changes the form of consideration to be delivered by Purchaser pursuant to the Offer; (2) decreases the number of Shares sought to be purchased by Purchaser in the Offer; (3) imposes conditions or requirements to the Offer in addition to the existing Offer Conditions; (4) except as provided in the Merger Agreement with respect to the extension of the Offer, terminates the Offer or accelerates, extends or otherwise changes the Expiration Date of the Offer; (5) otherwise amends or modifies any of the terms of the Offer in a manner that adversely affects any holder of Shares or that would, individually or in the aggregate, reasonably be expected to prevent or delay the consummation of the Offer or prevent, delay or impair the ability of Parent or Purchaser to consummate the Offer or the Merger; or (6) provides for any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act.

If, on or before the Expiration Date, we increase the consideration being paid for Shares accepted for payment in the Offer, such increased consideration will be paid to all stockholders whose Shares are purchased in the Offer, whether or not such Shares were tendered before the announcement of the increase in consideration.

The Merger Agreement provides that, subject to the parties’ termination rights under the Merger Agreement, (A) (i) if, as of any then-scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived by Purchaser or Parent, to the extent waivable by Purchaser or Parent, then Purchaser may, in its discretion, and without the consent of OSG or any other person, extend the Offer on up to two (2) occasions, for an additional period of up to ten (10) business days (as determined as set forth in Rule 14d-1(g)(3) under the Exchange Act) per extension (or such longer period as the parties may mutually agree in writing), to permit such Offer Condition to be satisfied and (ii) Purchaser shall, and Parent shall cause Purchaser to, extend the Offer from time to time for the minimum period required by any law, any interpretation or position of the SEC, the staff thereof or any rules and regulations of the NYSE applicable to the Offer, and (B) if, as of any then-scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, OSG may require Purchaser to extend the Offer on one or more occasions, for an additional period of up to ten (10) business days (as determined as set forth in Rule 14d-1(g)(3) under the Exchange Act) per extension (or such longer period as the parties may mutually agree in writing), to permit such Offer Condition to be satisfied (provided that (x) in no event shall Purchaser be required to extend the Offer beyond the valid termination of the Merger Agreement or beyond February 19, 2025 and (y) in the event that the Minimum Condition is the only Offer Condition not satisfied or waived (other than the Offer Conditions that by their nature are only satisfied as of the Offer Acceptance Time), OSG may not require Purchaser to extend the Offer on more than five (5) such occasions of ten (10) business days (as determined as set forth in Rule 14d-1(g)(3) under the Exchange Act)). See “The Tender Offer—Section 11. Summary of the Merger Agreement and Certain Other Agreements” and “The Tender Offer—Section 15. Conditions of the Offer.”

Except as set forth above, there can be no assurance that we will be required under the Merger Agreement to extend the Offer. During any extension of the initial offering period pursuant to the paragraphs above, all Shares previously tendered and not validly withdrawn will remain subject to the Offer and subject to withdrawal rights. See “The Tender Offer—Section 4. Withdrawal Rights.”

Without OSG’s consent, there will not be a subsequent offering period for the Offer.

If, subject to the terms of the Merger Agreement, we make a material change in the terms of the Offer or the information concerning the Offer, or if we waive a material condition of the Offer, we will disseminate additional tender offer materials and extend the Offer if and to the extent required by Rules 14d-3(b)(1), 14d-4(d), 14d-6(c) and l4e-1 under the Exchange Act or otherwise. The minimum period during which a tender offer must remain open following material changes in the terms of the tender offer or the information concerning the tender offer, other than a change in the consideration offered or a change in the percentage of securities sought, will depend upon the facts and circumstances, including the relative materiality of the terms or information changes. With respect to a change in the consideration offered or a change in the percentage of securities sought, a tender offer generally must remain open for a minimum of 10 business days following such change to allow for adequate disclosure to stockholders.

We expressly reserve the right, in our sole discretion, subject to the terms and upon the conditions of the Merger Agreement and the applicable rules and regulations of the SEC, to not accept for payment any Shares if, at the expiration of the Offer, any of the conditions to the Offer set forth in “The Tender Offer—Section 15. Conditions of the Offer” have not been satisfied. Under certain circumstances, Parent and Purchaser may terminate the Merger Agreement and the Offer.

Any extension, waiver or amendment of the Offer or termination of the Offer will be followed, as promptly as practicable, by public announcement thereof, such announcement in the case of an extension to be issued not later than 9:00 a.m. Eastern Time on the next business day after the Expiration Date in accordance with the public announcement requirements of Rules 14d-3(b)(1), 14d-4(d) and 14e-1(d) under the Exchange Act. Without limiting our obligation under such rule or the manner in which we may choose to make any public announcement, we currently intend to make announcements by issuing a press release to the PR Newswire (or such other national media outlet or outlets we deem prudent) and making any appropriate filing with the SEC.

Promptly following the purchase of Shares in the Offer, we expect to complete the Merger without a vote of the OSG Stockholders pursuant to Section 251(h) of the DGCL.

OSG has agreed to provide us with its list of stockholders and security position listings for the purpose of disseminating the Offer to holders of Shares. This Offer to Purchase and the related Letter of Transmittal will be mailed to record holders of Shares whose names appear on OSG’s stockholder list and will be furnished to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing, for subsequent transmittal to beneficial owners of Shares.

2.	ACCEPTANCE FOR PAYMENT AND PAYMENT FOR SHARES.

Subject to the satisfaction or waiver, to the extent permitted, of all the conditions to the Offer set forth in “The Tender Offer—Section 15. Conditions of the Offer,” we will, promptly, and in no event later than 9:00 a.m. Eastern Time one (1) business day after the Expiration Date, irrevocably accept for payment all Shares validly tendered (and not validly withdrawn) pursuant to the Offer and, as promptly as practicable after the Offer Acceptance Time (and in any event within two business days), pay for such Shares.

In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary and Paying Agent of (i) certificates representing such Shares or confirmation of the book-entry transfer of such Shares into the Depositary and Paying Agent’s account at The Depository Trust Company (“DTC”) pursuant to the procedures set forth in “The Tender Offer—Section 3. Procedures for Tendering Shares,” (ii) a Letter of Transmittal, properly completed and duly executed, with any required signature guarantees in customary form (or, in the case of a book-entry transfer, an Agent’s Message (as defined below) in lieu of the Letter of Transmittal), and (iii) any other documents required by the Letter of Transmittal or any other customary documents required by Depositary and Paying Agent. See “The Tender Offer—Section 3. Procedures for Tendering Shares.”

For purposes of the Offer, if and when Purchaser gives oral or written notice to the Depositary and Paying Agent of its acceptance for payment of such Shares pursuant to the Offer, then Purchaser has accepted for payment and thereby purchased Shares validly tendered and not validly withdrawn pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the aggregate Offer Price (subject to any applicable tax withholding) therefor with the Depositary and Paying Agent, which will act as agent for the tendering stockholders for purposes of receiving payments from us and transmitting such payments to the tendering stockholders. Under no circumstances will interest be paid on the Offer Price for Shares, regardless of any extension of the Offer or any delay in payment for Shares.

If any tendered Shares are not accepted for payment pursuant to the terms and conditions of the Offer for any reason, or if certificates are submitted for more Shares than are tendered, certificates for such unpurchased Shares will be returned (or new certificates for the Shares not tendered will be sent), without expense to the tendering stockholder (or, in the case of Shares tendered by book-entry transfer into the Depositary and Paying Agent’s account at DTC pursuant to the procedures set forth in “The Tender Offer—Section 3. Procedures for Tendering Shares,” such Shares will be credited to an account maintained with DTC) promptly following expiration or termination of the Offer.

3.	PROCEDURES FOR TENDERING SHARES.

Valid Tender of Shares. Except as set forth below, to validly tender Shares pursuant to the Offer, a properly completed and duly executed Letter of Transmittal in accordance with the instructions of the Letter of Transmittal, with any required signature guarantees, or an Agent’s Message (as defined below) in connection with a book-entry delivery of shares, and any other documents required by the Letter of Transmittal and any other customary documents required by the Depositary and Paying Agent, must be received by the Depositary and Paying Agent at one of its addresses set forth on the back cover of this Offer to Purchase prior to the expiration of the Offer and (a) certificates representing Shares tendered must be properly delivered to the Depositary and Paying Agent at one of its addresses set forth on the back cover of this Offer to Purchase prior to the expiration of the Offer or (b) such Shares must be properly delivered pursuant to the procedures for book-entry transfer described below and a confirmation of such delivery received by the Depositary and Paying Agent (which confirmation must include an Agent’s Message (as defined below) if the tendering stockholder has not delivered a Letter of Transmittal), in each case, prior to the Expiration Date. The term “Agent’s Message” means a message, transmitted by DTC to, and received by, the Depositary and Paying Agent and forming a part of a Book-Entry Confirmation (as defined below), which states that DTC has received an express acknowledgment from the participant in DTC tendering the Shares which are the subject of such Book-Entry Confirmation (as defined below) that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that Purchaser may enforce such agreement against the participant.

Book-Entry Transfer. The Depositary and Paying Agent will take steps to establish and maintain an account with respect to the Shares at DTC for purposes of the Offer. Any financial institution that is a participant in DTC’s systems may make a book-entry transfer of Shares by causing DTC to transfer such Shares into the Depositary and Paying Agent’s account in accordance with DTC’s procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer, either the Letter of Transmittal, properly completed and duly executed, together with any required signature guarantees, or an Agent’s Message in lieu of the Letter of Transmittal, and any other required documents, must, in any case, be transmitted to and received by the Depositary and Paying Agent at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date. The confirmation of a book-entry transfer of Shares into the Depositary and Paying Agent’s account at DTC as described above is referred to herein as a “Book-Entry Confirmation.”

Delivery of documents to DTC in accordance with DTC’s procedures does not constitute delivery to the Depositary and Paying Agent.

No Guaranteed Delivery. We are not providing for guaranteed delivery procedures. Therefore, OSG Stockholders must allow sufficient time for the necessary tender procedures to be completed during normal business hours of DTC, which end earlier than the Expiration Date. Normal business hours of DTC are between 8:00 a.m. and 5:00 p.m., Eastern Time, Monday through Friday. OSG Stockholders must tender their Shares in accordance with the procedures set forth in this Offer to Purchase and the related Letter of Transmittal prior to the Expiration Date. Tenders received by the Depositary and Paying Agent after the Expiration Date will be disregarded and of no effect.

Signature Guarantees and Stock Powers. Except as otherwise provided below, all signatures on a Letter of Transmittal must be guaranteed by a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a member in good standing of a recognized Medallion Program approved by the Securities Transfer Association, Inc., including the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program and the Stock Exchanges Medallion Program (each, an “Eligible Institution”). Signatures on a Letter of Transmittal need not be guaranteed: (i) if the Letter of Transmittal is signed by the registered owner(s) (which term, for purposes of this section, includes any participant in any of DTC’s systems whose name appears on a security position listing as the owner of the Shares) of Shares tendered therewith and such registered owner has not completed the box entitled “Special Payment Instructions” or the box entitled “Special Delivery Instructions” on the Letter of Transmittal; or (ii) if such Shares are tendered for the account of an Eligible Institution. See Instructions 1 and 5 of the Letter of Transmittal. If the certificates for Shares are registered in the name of a person other than the signer of the Letter of Transmittal, or if payment is to be made or certificates for Shares not tendered or not accepted for payment are to be returned to a person other than the registered owner of the certificates surrendered, then the tendered certificates must be registered or accompanied by appropriate stock powers, in either case, signed exactly as the name or names of the registered owner(s) or holder(s) appear on the certificates, with the signatures on the certificates or stock powers guaranteed as described above. See Instructions 1 and 5 of the Letter of Transmittal.

If certificates representing Shares are forwarded separately to the Depositary and Paying Agent, a properly completed and duly executed Letter of Transmittal must accompany each delivery of certificates.

THE METHOD OF DELIVERY OF SHARES, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH DTC, IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. DELIVERY OF ALL SUCH DOCUMENTS WILL BE DEEMED MADE, AND RISK OF LOSS THEREOF SHALL PASS, ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY AND PAYING AGENT (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). IF SUCH DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT ALL SUCH DOCUMENTS BE SENT BY PROPERLY INSURED REGISTERED MAIL WITH RETURN RECEIPT REQUESTED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY PRIOR TO THE EXPIRATION DATE.

Other Requirements. Notwithstanding any provision of the Merger Agreement, Purchaser will pay for Shares tendered (and not validly withdrawn) pursuant to the Offer only after timely receipt by the Depositary and Paying Agent of: (i) certificates for, or a timely Book-Entry Confirmation with respect to, such Shares; (ii) a Letter of Transmittal, properly completed and duly executed, with any required signature guarantees (or an Agent’s Message in lieu of the Letter of Transmittal); and (iii) any other documents required by the Letter of Transmittal or any other customary documents required by the Depositary and Paying Agent. Accordingly, tendering stockholders may be paid at different times depending upon when certificates for Shares or Book-Entry Confirmations with respect to Shares, as the case may be, and other documents described above are actually received by the Depositary and Paying Agent. Under no circumstances will Purchaser pay interest on the purchase price of Shares, regardless of any extension of the Offer or any delay in making such payment. If your Shares are held in street name (i.e., through a broker, dealer, commercial bank, trust company or other nominee), your Shares can be tendered by your nominee by book-entry transfer through the Depositary and Paying Agent.

Binding Agreement. Our acceptance for payment of Shares tendered pursuant to one of the procedures described above will constitute a binding agreement between the tendering stockholder and us upon the terms and subject to the conditions of the Offer.

Appointment as Proxy. By executing and delivering a Letter of Transmittal as set forth above (or, in the case of a book-entry transfer, by delivery of an Agent’s Message in lieu of a Letter of Transmittal), the tendering stockholder irrevocably appoints Purchaser’s designees as such stockholder’s proxies, each with full power of substitution, to the full extent of such stockholder’s rights with respect to the Shares tendered by such stockholder and accepted for payment by us and with respect to any and all other Shares or other securities issued or issuable in respect of such Shares on or after the date of the Merger Agreement. All such proxies and powers of attorney will be considered coupled with an interest in the tendered Shares. Such appointment is effective when, and only to the extent that, we accept for payment Shares tendered by such stockholder as provided herein. Upon the effectiveness of such appointment, all prior powers of attorney, proxies and consents given by such stockholder will be revoked, and no subsequent powers of attorney, proxies and consents may be given (and, if given, will not be deemed effective). Our designees will, with respect to the Shares or other securities and rights for which the appointment is effective, be empowered to exercise all voting and other rights of such stockholder as they, in their sole discretion, may deem proper at any annual, special, adjourned or postponed meeting of the stockholders of OSG, by written consent in lieu of any such meeting or otherwise. We reserve the right to require that, in order for Shares to be deemed validly tendered, immediately upon our payment for such Shares we must be able to exercise full voting, consent and other rights to the extent permitted under applicable law with respect to such Shares and other securities, including voting at any meeting of stockholders or executing a written consent concerning any matter.

Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of any tender of Shares will be determined by us in our sole and absolute discretion, which determination will be final and binding, subject to the rights of the tendering holders of Shares to challenge our determination in a court of competent jurisdiction. Purchaser reserves the absolute right to reject any and all tenders determined by us not to be in proper form or the acceptance for payment of or payment for which may, in our opinion, be unlawful. Purchaser also reserves the absolute right to waive any defect or irregularity in the tender of any Shares of any particular stockholder whether or not similar defects or irregularities are waived in the case of any other stockholder. No tender of Shares will be deemed to have been validly made until all defects and irregularities relating thereto have been cured or waived. None of Parent, Purchaser or any of their respective affiliates or assigns, the Depositary and Paying Agent, the Information Agent, or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. Purchaser’s interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto and any other documents related to the Offer) will be final and binding, subject to the rights of the tendering holders of Shares to challenge our determination in a court of competent jurisdiction.

Information Reporting and Backup Withholding. Payments made to stockholders of OSG in the Offer or the Merger generally will be subject to information reporting and may be subject to backup withholding of U.S. federal income tax on payments for Shares made in the Offer or the Merger (currently at a rate of 24%). To avoid backup withholding, any stockholder that is a U.S. person that does not otherwise establish an exemption from U.S. federal backup withholding in a manner satisfactory to Purchaser should complete and return the IRS Form W-9 included in the Letter of Transmittal, certifying that such stockholder is a U.S. person, that the taxpayer identification number provided is correct, and that such stockholder is not subject to backup withholding. Any stockholder that is not a U.S. person should submit an IRS Form W-8BEN or IRS Form W-8BEN-E (or other applicable IRS Form W-8) attesting to such stockholder’s foreign status, or otherwise establish an exemption from information reporting and backup withholding in a manner satisfactory to Purchaser. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will generally be allowed as a refund from the IRS or a credit against a stockholder’s U.S. federal income tax liability, if any, provided the required information is timely furnished to the IRS.

4.	WITHDRAWAL RIGHTS.

Except as otherwise provided in this Section 4, tenders of Shares pursuant to the Offer are irrevocable. However, a stockholder has withdrawal rights that are exercisable until the expiration of the Offer (i.e., at any time prior to one minute after 11:59 p.m. Eastern Time on July 9, 2024), or in the event the Offer is extended, on such date and time to which the Offer is extended. In addition, pursuant to Section 14(d)(5) of the Exchange Act, Shares may be withdrawn at any time after August 9, 2024, which is the 60^th day after the date of the commencement of the Offer, unless prior to that date Purchaser has accepted for payment the Shares validly tendered in the Offer.

For a withdrawal of Shares to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary and Paying Agent at one of its addresses set forth on the back cover of this Offer to Purchase. Any notice of withdrawal must specify the name of the person having tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the record holder of the Shares to be withdrawn, if different from that of the person who tendered such Shares. The signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of any Eligible Institution. If Shares have been tendered pursuant to the procedures for book-entry transfer as set forth in “The Tender Offer—Section 3. Procedures for Tendering Shares,” any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Shares. If certificates representing the Shares to be withdrawn have been delivered or otherwise identified to the Depositary and Paying Agent, the name of the registered holder and the serial numbers shown on such certificates must also be furnished to the Depositary and Paying Agent prior to the physical release of such certificates.

All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by us, in our sole discretion, which determination will be final and binding, subject to the rights of the tendering holders of Shares to challenge our determination in a court of competent jurisdiction. No withdrawal of tendered Shares will be deemed to have been properly made until all defects and irregularities have been cured or waived. None of Parent, Purchaser or any of their respective affiliates or assigns, the Depositary and Paying Agent, the Information Agent, or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give such notification. Withdrawals of tenders of Shares may not be rescinded, and any Shares properly withdrawn will be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn Shares may be re-tendered by following one of the procedures for tendering Shares described in “The Tender Offer—Section 3. Procedures for Tendering Shares” at any time prior to the expiration of the Offer.

If Purchaser extends the Offer, delays its acceptance for payment of Shares, or is unable to accept for payment Shares pursuant to the Offer, for any reason, then, without prejudice to Purchaser’s rights pursuant to the Offer, the Depositary and Paying Agent may nevertheless, on Purchaser’s behalf, retain tendered Shares, and such Shares may not be withdrawn except to the extent that tendering stockholder’s exercise of withdrawal rights as described in this Section 4.

We will determine, in our sole discretion, all questions as to the form and validity (including time of receipt) of any notice of withdrawal and our determination will be final and binding to the fullest extent permitted by law, subject to the rights of holders of Shares to challenge such decision in a court of competent jurisdiction. None of Purchaser, Parent, the Depositary and Paying Agent, the Information Agent or any other person will be under any duty to give notice of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

5.	CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE OFFER AND THE MERGER.

The following is a discussion of U.S. federal income tax considerations generally applicable to U.S. Holders and Non-U.S. Holders (each as defined below) whose Shares are tendered and accepted for payment pursuant to the Offer or whose Shares are converted into the right to receive cash in the Merger. This summary is based on provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations promulgated thereunder and administrative and judicial interpretations thereof, each in effect as of the date of this Offer, and all of which are subject to change, possibly with retroactive effect. We have not sought, and do not intend to seek, any ruling from the IRS or any opinion of counsel with respect to the statements made and the conclusions reached in the following summary, and no assurance can be given that the IRS will agree with the views expressed herein, or that a court will not sustain any challenge by the IRS in the event of litigation.

This summary applies only to stockholders who hold their Shares as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). This summary does not address all aspects of U.S. federal income taxation that may be relevant to a stockholder in light of its particular circumstances, or that may apply to stockholders subject to special treatment under U.S. federal income tax laws (e.g., regulated investment companies, real estate investment trusts, mutual funds, controlled foreign corporations, passive foreign investment companies, cooperatives, banks and certain other financial institutions, insurance companies, government organizations, tax-exempt organizations, retirement plans or other tax-deferred accounts, a corporation that accumulates earnings to avoid U.S. federal income tax, stockholders that are, or hold Shares through, partnerships or other pass-through entities for U.S. federal income tax purposes, U.S. Holders (as defined below) whose functional currency is not the United States dollar, dealers or brokers in stocks, securities, commodities or foreign currency, dealers or traders that mark-to-market their securities, expatriates and former long-term residents of the United States, persons that own or have owned (or are deemed to own or have owned under certain constructive ownership rules) 5% or more of the outstanding Shares (by vote or value), stockholders holding Shares as part of a straddle, hedging, constructive sale or conversion transaction or other risk reduction transaction or integrated instrument, stockholders that purchase or sell Shares as part of a wash sale for tax purposes, stockholders required to recognize income or gain with respect to the Offer or the Merger no later than such income or gain is required to be reported on an applicable financial statement (as defined in the Code), stockholders holding Shares as qualified small business stock for purposes of Sections 1045 and/or 1202 of the Code or as “Section 1244 stock”, stockholders who exercise their appraisal rights in the Merger, and stockholders who received their Shares in compensatory transactions, pursuant to the exercise of employee stock options, stock purchase rights or stock appreciation rights, as restricted stock or otherwise as compensation). In addition, this discussion does not address any tax consequences related to (i) any aspect of the alternative minimum tax, (ii) the Medicare contribution tax on net investment income, (iii) the U.S. federal gift or estate tax, or any tax considerations under state, local or non-U.S. laws or U.S. federal laws other than those pertaining to the U.S. federal income tax, or (iv) holders of options or warrants to purchase Shares, similar rights to purchase Shares or restricted stock units.

For purposes of this summary, the term “U.S. Holder” means a beneficial owner of Shares that, for U.S. federal income tax purposes, is: (i) an individual who is a citizen or resident of the United States; (ii) a corporation, or an entity classified as a corporation, created or organized under the laws of the United States, any state thereof or the District of Columbia; (iii) an estate, the income of which is subject to U.S. federal income tax regardless of its source; or (iv) a trust, if (A) a United States court is able to exercise primary supervision over the trust’s administration and one or more U.S. persons (within the meaning of Section 7701(a)(30) of the Code) have authority to control all of the trust’s substantial decisions or (B) the trust has validly elected to be treated as a U.S. person for U.S. federal income tax purposes.

For purposes of this summary, the term “Non-U.S. Holder” means a beneficial owner of Shares that is neither a U.S. Holder nor a partnership (or any other entity or arrangement classified as a partnership for U.S. federal income tax purposes).

The term “Holder” or “Holders” means a U.S. Holder or a Non-U.S. Holder.

If a partnership, or another entity or arrangement classified as a partnership for U.S. federal income tax purposes, is the beneficial owner of Shares, the tax treatment of its partners or members generally will depend upon the status of the partner or member and the partnership’s activities. Accordingly, partnerships or other entities or arrangements classified as partnerships for U.S. federal income tax purposes that beneficially own Shares, and partners or members in those partnerships or other entities or arrangements, are urged to consult their own tax advisors regarding the specific U.S. federal income tax consequences to them of the Offer and the Merger.

This summary is for general informational purposes only and is not tax advice. Because individual circumstances may differ, each Holder should consult its own tax advisor as to the applicability and effect of the rules summarized below and the particular tax consequences of the Offer and the Merger to it, including the application and effect of the alternative minimum tax, the Medicare contribution tax on net investment income, and any U.S. federal, state, local and non-U.S. tax laws.

Tax Considerations for U.S. Holders

The exchange of Shares for cash pursuant to the Offer or the Merger will generally be a taxable transaction for U.S. federal income tax purposes.

A U.S. Holder who sells Shares pursuant to the Offer or receives cash in exchange for Shares pursuant to the Merger generally will recognize capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between (i) the amount of cash received (determined before deduction of any applicable withholding taxes) and (ii) the U.S. Holder’s adjusted tax basis in the Shares sold pursuant to the Offer or converted pursuant to the Merger. A U.S. Holder’s adjusted tax basis will generally equal the price the U.S. Holder paid for such Shares. Any capital gain or loss recognized will be long-term capital gain or loss if the U.S. Holder’s holding period for such Shares exceeds one year as of the closing of the Offer or the Effective Time, as the case may be. Long-term capital gains recognized by certain non-corporate U.S. Holders, including individuals, are currently taxed at preferential U.S. federal income tax rates. The deductibility of capital losses is subject to limitations. Gain or loss generally will be determined separately for each block of Shares (that is, Shares acquired at the same cost in a single transaction) tendered pursuant to the Offer or exchanged pursuant to the Merger.

Tax Considerations for Non-U.S. Holders

Subject to the discussion under “Information Reporting and Backup Withholding” below, any gain realized by a Non-U.S. Holder upon exchange of Shares pursuant to the Offer or the Merger generally will not be subject to U.S. federal income tax unless (i) such gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States (and, if required by an applicable tax treaty, is attributable to a permanent establishment maintained by such Non-U.S. Holder in the United States), in which case the Non-U.S. Holder generally will be taxed on a net income basis generally in the same manner as a U.S. Holder, except that if the Non-U.S. Holder is a foreign corporation, an additional branch profits tax may apply at a rate of 30% (or a lower applicable treaty rate), or (ii) such Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of the closing of the Offer or the Effective Time, as the case may be, and certain other conditions are met, in which case such Non-U.S. Holder generally will be subject to a 30% U.S. federal income tax (or a lower rate under an applicable income tax treaty) on such gain.

Information Reporting and Backup Withholding

Information reporting generally will apply to payments to a Holder pursuant to the Offer or the Merger, unless such Holder is an entity that is exempt from information reporting and, when required, properly demonstrates its eligibility for exemption. Payments to a Holder pursuant to the Offer or the Merger generally will also be subject to backup withholding (currently, at a rate of twenty-four percent (24%)), unless (i) in the case of a U.S. Holder, such U.S. Holder provides the appropriate documentation (generally, IRS Form W-9) to the applicable withholding agent certifying that, among other things, its taxpayer identification number is correct, or otherwise establishes an exemption and (ii) in the case of a Non-U.S. Holder, such Non-U.S. Holder certifies under penalties of perjury that it is not a U.S. person (generally by providing an IRS Form W-8BEN, IRS Form W-8BEN-E or other applicable IRS Form W-8) or otherwise establishes an exemption. Non-U.S. Holders are urged to consult their own tax advisors to determine which IRS Form W-8 is appropriate.

Certain Holders (including corporations) generally are not subject to backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules generally will be allowed as a refund or a credit against a U.S. Holder’s U.S. federal income tax liability if the required information is properly and timely furnished by such U.S. Holder to the IRS.

THE FOREGOING DOES NOT SUMMARIZE ALL ASPECTS OF U.S. FEDERAL INCOME TAXATION THAT MAY BE RELEVANT TO PARTICULAR HOLDERS. HOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISOR REGARDING THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE OFFER OR THE MERGER IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES, INCLUDING THE APPLICATION AND EFFECT OF ANY FEDERAL, STATE, LOCAL, NON-UNITED STATES, OR OTHER LAWS.

6.	PRICE RANGE OF SHARES.

The Shares are traded on the NYSE under the symbol “OSG.” OSG has advised Parent that, as of the close of business on June 6, 2024, there were: (i) 72,030,977 Shares issued and outstanding, (ii) 1,478,756 Shares issuable under outstanding Company Stock Options, all of which were In-the-Money Options, (iii) 3,310,622 Shares issuable under outstanding Company RSU Awards (determined at the maximum level of performance for any Company RSU Award subject to performance-based vesting conditions for which the applicable performance period had not ended as of June 6, 2024); and (iv) outstanding Company Warrants to acquire a total of 507,535 Shares. The following table sets forth, for the fiscal quarters indicated, the high and low closing sales prices per Share on the NYSE with respect to the fiscal years ended December 31, 2023 and December 31, 2022 and the current fiscal year.

Current Fiscal Year	High		Low
First Quarter	$	6.61	$	5.11
Second Quarter (through June 7, 2024)		8.46		5.85

Fiscal Year Ended December 31, 2023		High		Low
First Quarter	$	3.91	$	2.86
Second Quarter		4.43		3.49
Third Quarter		4.40		3.97
Fourth Quarter		5.43		4.29

Fiscal Year Ended December 31, 2022		High		Low
First Quarter	$	2.19	$	1.73
Second Quarter		2.40		2.00
Third Quarter		3.38		1.96
Fourth Quarter		3.04		2.75

On June 7, 2024, the last full trading day prior to the date of this Offer to Purchase, the reported closing price per Share on the NYSE during normal trading hours was $8.43 per Share, which is lower than the Offer Price of $8.50 per Share.

7.	CERTAIN INFORMATION CONCERNING OSG.

The following description of OSG and its business was provided by OSG; for further information on OSG’s business, see OSG’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024, filed with the SEC on May 10, 2024, and OSG’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on March 11, 2024, as amended by that certain Amendment No. 1 to the Annual Report, filed with the SEC on March 25, 2024 (the “Annual Report”).

OSG, and its wholly owned subsidiaries, own and operate a fleet of oceangoing vessels engaged in the transportation of crude oil, petroleum, and renewable transportation fuels in the U.S. Flag trade. The address of OSG’s principal executive office is 302 Knights Run Avenue, Suite 1200, Tampa, Florida 33602. The business telephone number of OSG’s principal executive office is (813) 209-0600.

In connection with our due diligence review of OSG, OSG made available to us certain financial information described in Item 4 under the heading “The Solicitation or Recommendation-Certain Financial Projections” of the Schedule 14D-9.

Available Information. The Shares are registered under the Exchange Act. Accordingly, OSG is subject to the information and reporting requirements of the Exchange Act and in accordance therewith is obligated to file reports and other information with the SEC relating to its business, financial condition and other matters. Certain information, as of particular dates, concerning OSG’s business, principal physical properties, capital structure, material pending litigation, operating results, financial condition, directors and officers (and their compensation, including Company Stock Options and Company RSU Awards), the principal holders of OSG’s securities, any material interests of such persons in transactions with OSG, and other matters is required to be disclosed in proxy statements and periodic reports distributed to the OSG Stockholders and filed with the SEC. The SEC maintains an Internet website that contains reports, proxy statements and other information about issuers, such as OSG, who file electronically with the SEC. The address of that site is https://www.sec.gov. OSG also maintains an Internet website at https://www.osg.com (see Investors page). The information contained in, accessible from or connected to OSG’s website is not incorporated into, or otherwise a part of, this Offer to Purchase or any of OSG’s filings with the SEC. The website addresses referred to in this paragraph are inactive text references and are not intended to be actual links to the websites.

Sources of Information. Except as otherwise set forth herein, the information concerning OSG contained in this Offer to Purchase has been based upon publicly available documents and records on file with the SEC, other public sources and information provided by OSG. Although we have no knowledge that any such information contains any misstatements or omissions, none of Parent, Purchaser or any of their respective affiliates or assigns, the Information Agent or the Depositary and Paying Agent assumes responsibility for the accuracy or completeness of the information concerning OSG contained in such documents and records or for any failure by OSG to disclose events which may have occurred or may affect the significance or accuracy of any such information.

8.	CERTAIN INFORMATION CONCERNING PARENT AND PURCHASER.

General. Purchaser is a Delaware corporation with its business address at Seahawk MergeCo., Inc., c/o Saltchuk Resources, Inc., 450 Alaskan Way South, Suite 708, Seattle, Washington 98104. The business telephone number of Purchaser is (206) 652-1111. Purchaser is a wholly owned subsidiary of Parent. Purchaser was formed for the purpose of making a tender offer for any and all of the outstanding Shares of OSG and has not engaged, and does not expect to engage, in any business other than in connection with the Offer and the Merger.

Parent is a Washington corporation with its business address at Saltchuk Resources, Inc., 450 Alaskan Way South, Suite 708, Seattle, Washington 98104. The business telephone number of Parent is (206) 652-1111. Parent, through its subsidiary business units and operating companies, provides air cargo, marine services, energy distribution, domestic shipping, international shipping and logistics services.

The name, citizenship, business address, business phone number, present principal occupation or employment and past material occupation, positions, offices or employment for at least the last five years for each director and each of the executive officers of the Purchaser Parties, as applicable, and certain other information are set forth in Schedule A hereto. We refer to the individuals and entities listed in Schedule A (excluding the Parent and Purchaser) as the “Item 3 Persons.”

During the last five years, none of the Purchaser Parties or, to the knowledge of the Purchaser Parties, any of the Item 3 Persons: (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) was a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of such laws.

Certain Relationships and Related Person Transactions

As of May 19, 2024, Parent owned 15,203,554 Shares of OSG, or approximately 21.1% of the outstanding Shares of OSG, based on 72,030,977 Shares outstanding as of May 16, 2024, excluding the Company Warrants exercisable for 507,535 Shares as of May 16, 2024. Except as set forth in the preceding sentences or as otherwise described in this Offer to Purchase: none of Parent, Purchaser, any majority-owned subsidiary of Parent or Purchaser, or, to the knowledge of Parent and Purchaser, any of the Item 3 Persons or any associates of any of the foregoing (A) beneficially owns or has any right to acquire, directly or indirectly, any Shares or (B) has effected any transaction in the Shares during the past 60 days. As discussed in “The Tender Offer—Section 10. Background of the Offer; Contacts with OSG,” any Shares owned directly or indirectly by Parent or Purchaser as of immediately prior to the Effective Time will be cancelled in the Merger for no consideration. There are no restrictions on any OSG Stockholder with respect to transferring or disposing of any such Shares prior to the Effective Time.

Except as set forth in this Offer to Purchase, none of Parent or Purchaser or, to the knowledge of Parent and Purchaser, any of the Item 3 Persons, has had any present or proposed material agreement, arrangement, understanding or relationship with OSG or any of its executive officers, directors, controlling persons or subsidiaries that is required to be reported under the rules and regulations of the SEC applicable to the Offer. Except as set forth in this Offer to Purchase, there have been no contacts, negotiations or transactions between Parent, Purchaser or any of their subsidiaries or, to the knowledge of Parent and Purchaser, any of the Item 3 Persons, on the one hand, and OSG or its affiliates, on the other hand, concerning a merger, consolidation or acquisition, tender offer or other acquisition of securities, an election of directors or a sale or other transfer of a material amount of assets during the past two years.

Available Information. Pursuant to Rule 14d-3 under the Exchange Act, Parent and Purchaser filed with the SEC a Tender Offer Statement on Schedule TO (as amended through the date hereof, the “Schedule TO”), of which this Offer to Purchase forms a part, and exhibits to the Schedule TO. The Schedule TO and the exhibits thereto, as well as other information filed by Parent and Purchaser with the SEC, are available at the SEC’s website on the Internet at www.sec.gov. Requests for additional copies of this Offer to Purchase, the Letter of Transmittal and other tender offer materials may be directed to the Information Agent at its address and telephone number set forth on the back cover of this Offer to Purchase.

9.	SOURCE AND AMOUNT OF FUNDS.

The Offer is not conditioned upon Parent’s or Purchaser’s ability to finance the purchase of Shares pursuant to the Offer. Parent and Purchaser estimate that the total amount of funds required from Parent and Purchaser to purchase all Shares pursuant to the Offer, consummate the Merger and otherwise satisfy their respective obligations under the Merger Agreement (including payments for the settlement and cancellation of Company Stock Options, Company RSU Awards and Company Warrants, repayment of OSG indebtedness and payment of associated breakage costs, payment of retention and other bonus payments to OSG employees) and pay associated estimated fees and expenses is approximately $948 million. Parent and Purchaser expect to fund such payments from a combination of Parent’s and OSG’s available cash (subject to the requirement under the Merger Agreement that OSG have cash on its consolidated balance sheet as of the Closing of $25.0 million), borrowings under Parent’s existing credit facilities and, if completed prior to the Effective Time, proceeds from an offering of Parent’s senior notes, each of which is described below. To the extent required, Parent will provide Purchaser with sufficient funds to satisfy Purchaser’s obligations. No alternative arrangements or alternative financing plans have been made.

The summaries below do not purport to be complete. The summary of the Parent Credit Agreement is qualified in its entirety by reference to the full text of the Parent Credit Agreement (as defined below), a copy of which is filed as Exhibit (b)(1) to the Schedule TO, which is incorporated in this document by reference. Stockholders of OSG and other interested parties should read the full agreement for a more complete description of the provisions summarized below.

Parent and certain of its subsidiaries are parties to Credit Agreement, dated May 21, 2024 (the “Parent Credit Agreement”), with Bank of America, N.A., as Administrative Agent, L/C Issuer and a Lender, Wells Fargo Bank, National Association, as Swing Line Lender and a Lender, U.S. Bank National Association, as a Lender, JPMorgan Chase Bank, N.A., as a Lender, PNC Bank, National Association, as a Lender, Zions Bancorporation, N.A. d/b/a The Commerce Bank of Washington, as a Lender, Washington Federal Bank, as a Lender, First Hawaiian Bank, as a Lender, and Bank of Hawaii, as a Lender (each, a “Lender”).

The Parent Credit Agreement provides for (a) an $800 million revolving credit facility, (b) a $400 million delayed draw term loan “A-1” facility, and (c) a $180 million delayed draw term loan “A-2” facility. The term loan “A-2” was drawn on May 21, 2024. The maturity date for the revolving credit facility and $400 million delayed draw term loan “A-1” facility is May 21, 2029. The maturity date for the $180 million delayed draw term loan “A-2” facility is the earlier of November 21, 2024 and the date on which the closing of Parent’s planned offering of approximately $250 million of senior unsecured notes (as discussed below) occurs. Parent’s obligations under the Parent Credit Agreement are unsecured, but are guaranteed by certain subsidiaries of Parent.

Borrowings under the Parent Credit Agreement may take the form of Base Rate Loans, Term SOFR Loans, or SOFR Daily Floating Rate Loans (as each such term is defined in the Parent Credit Agreement). Base Rate Loans bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate (as defined in the Parent Credit Agreement and discussed below) plus the Applicable Rate (as defined in the Parent Credit Agreement and discussed below). Term SOFR Loans bear interest on the outstanding principal amount thereof for each Interest Period (as defined in the Parent Credit Agreement) at a rate per annum equal to Term SOFR (as defined in the Parent Credit Agreement) for such Interest Period plus a SOFR Adjustment of 0.10% plus the Applicable Rate. SOFR Daily Floating Rate Loans bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the SOFR Daily Floating Rate plus a SOFR Adjustment of 0.10% plus the Applicable Rate.

The Applicable Rate is based upon Parent’s Consolidated Net Leverage Ratio (as defined in the Parent Credit Agreement) for the applicable period. For Base Rate Loans, the Applicable Rate ranges from 0.375% to 1.375%. For Term SOFR Loans and SOFR Daily Floating Rate Loans, the Applicable Rate ranges from 1.375% to 2.375%.

The Base Rate is, for any day, a fluctuating rate of interest per annum equal to the highest of (a) the Federal Funds Rate plus 0.50%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate”, and (c) Term SOFR plus 1.00%, subject to the interest rate floors set forth therein (provided, that if the Base Rate calculation results in an amount less than zero, the Base Rate is deemed to be zero).

All borrowings under the Parent Credit Agreement may be prepaid at any time or from time to time without premium or penalty.

The Lenders’ obligations to make Commitments (as defined in the Parent Credit Agreement) available under the Parent Credit Agreement are subject to several conditions customary for a credit agreement of this type, each as set forth in the Parent Credit Agreement, which include, among others, the accuracy of representations and warranties of Parent and its subsidiaries party to the Parent Credit Agreement (which are deemed to be restated on the date of each Credit Extension (as defined in the Parent Credit Agreement) and which relate to, among other things, existence, qualification and power, authorization and non-contravention, compliance with applicable laws, solvency and other matters customary for this type of credit agreement), the non-existence of any Default (as defined in the Parent Credit Agreement), and, solely with respect to the borrowing of the delayed draw term loan “A-1,” Parent’s pro-forma compliance with each financial covenant set forth in the Parent Credit Agreement.

In addition, Parent is engaged in a private offering (the “Note Offering”) of approximately $250 million in senior unsecured notes (the “Senior Notes”) to institutional investors. The total amount of the Note Offering is subject to increase or decrease at Parent’s option. The Senior Notes would feature 7-, 10- and/or 12-year bullet maturities, with pricing to be determined at the time of circle and calculated at a spread above the yield on the applicable U.S. Treasury Note as shown on Bloomberg PX1. The Senior Notes would be prepayable in whole or in part at any time, and in the event of prepayment, Parent would pay accrued interest on the principal amount of the Senior Notes subject to optional prepayment to the date set for prepayment, plus the greater of (a) the outstanding principal amount of the Senior Notes subject to optional prepayment or (b) the present value of the remaining principal payments and interest payments on the Senior Notes (or portions thereof) subject to optional prepayment, discounted at a rate equal to the sum of 50 basis points plus the yield of the U.S. Treasury securities with maturities corresponding to the scheduled dates of principal and interest payments calculated at the time of the prepayment. The Senior Notes would be issued pursuant to a Master Note Purchase Agreement (the “Master Note Purchase Agreement”) containing customary representations and warranties, customary affirmative and covenants, customary events of default, and financial covenants substantially identical to the financial covenants set forth in the Parent Credit Agreement. Because the Note Offering is ongoing as of the date of this Offer to Purchase, both the specific terms and conditions of the Senior Notes and whether the Note Offering will be consummated are undetermined and cannot be guaranteed; however, Parent’s ability to finance the purchase of the Shares pursuant to the Offer and to consummate the Merger is not affected by or dependent on the consummation of the Note Offering or the specific terms and conditions of the Senior Notes.

10.

BACKGROUND OF THE OFFER; CONTACTS WITH OSG.

The following is a description of contacts between representatives of Parent and Purchaser with representatives of OSG that resulted in the execution of the Merger Agreement and the agreements related to the Offer. For a review of OSG’s activities relating to these contacts, please refer to OSG’s Schedule 14D-9 being mailed to the OSG Stockholders with this Offer to Purchase. For additional information regarding the OSG Board’s process and the strategic alternatives that OSG considered, please refer to OSG’s Schedule 14D-9 filed with the SEC on the date hereof.

Background of the Offer and the Merger.

On June 30, 2021, Saltchuk Holdings, Inc. (“Saltchuk Holdings”), the parent company of Parent, the holder of 15,203,554 Shares, then representing approximately 17.5% of all outstanding Shares, submitted to the OSG Board a written, unsolicited non-binding proposal pursuant to which Saltchuk Holdings proposed to acquire all of the outstanding Shares of OSG not already owned by Parent for $3.00 per Share in cash. On July 2, 2021, Parent filed an amendment to its Schedule 13D disclosing the submission of that proposal. Between June 2021 and September 2021, Parent and OSG engaged in discussions concerning a possible transaction. In September 2021, Parent notified OSG that, in light of continued uncertainty with respect to the pace and trajectory of the global pandemic recovery and its effects on OSG’s business and operations, Parent was suspending discussions with OSG regarding a possible transaction. On September 7, 2021, Parent filed an amendment to its Schedule 13D disclosing that notification.

On January 15, 2024, Mark N. Tabbutt, the President and Chairman of Saltchuk Holdings and Parent, called Samuel H. Norton, the Chief Executive Officer of the OSG, to indicate that Parent was considering submitting an indication of interest in pursuing a potential acquisition of OSG. No transaction proposal was made by Parent or its representatives.

On January 23, 2024, representatives of BDT & MSD Partners, LLC (“BDT & MSD”), Parent’s financial advisor, and Evercore Group L.L.C. (“Evercore”), OSG’s financial advisor, discussed Parent’s potential interest in resuming discussions regarding a potential acquisition transaction involving OSG.

On January 26, 2024, Mr. Tabbutt contacted Mr. Norton to inform him that Parent would be sending a letter to OSG with respect to a potential acquisition of the Shares of OSG. Later on the same day, Saltchuk Holdings, on behalf of Parent, submitted to the OSG Board a written, unsolicited non-binding indication of interest in exploring and evaluating a potential acquisition of all shares of OSG not already owned by Parent in a going-private transaction (the “Board Letter”). In the Board Letter, Saltchuk Holdings proposed to acquire all outstanding shares of OSG that Parent did not already own at a price of $6.25 per share in cash, representing a premium of 5.9% to the closing price per share of $5.90 as of January 26, 2024 (the last closing price per share before the Board Letter was publicly announced), a 21.9% premium above the trailing three-month volume weighted average stock price of $5.13 and a 30.2% premium to the most recent privately negotiated share repurchase by OSG consummated on November 10, 2023 of $4.80.

On January 29, 2024, Parent filed an amendment to its Schedule 13D disclosing the Board Letter and Parent’s proposal to acquire all outstanding Shares not already owned by Parent.

On February 14, 2024, representatives of Evercore informed representatives of BDT & MSD that the OSG Board had held a preliminary meeting regarding the proposal described in the Board Letter and that the OSG Board was interested in engaging in discussions with Parent and would propose a non-disclosure and standstill agreement for consideration by Parent.

On February 16, 2024, representatives of Evercore provided to representatives of BDT & MSD a draft non-disclosure agreement that would establish the non-disclosure and other terms (including a standstill obligation of Parent) regarding any confidential information shared by OSG with Parent in connection with a potential transaction between OSG and Parent (the “Confidentiality Agreement”).

Between February 16, 2024 and February 27, 2024, representatives of Fried, Frank, Harris, Shriver & Jacobson LLP (“Fried Frank”), counsel to OSG, and representatives of K&L Gates LLP (“K&L Gates”), counsel to Parent, exchanged drafts of the Confidentiality Agreement and participated in multiple discussions regarding the Confidentiality Agreement.

On February 27, 2024, Parent entered into the Confidentiality Agreement with OSG and, on the same day, representatives of Parent and K&L Gates were given access to a virtual data room for purposes of engaging in a business and legal due diligence review of OSG.

On February 28, 2024, OSG provided certain material due diligence information to Parent and its representatives via the virtual data room, including a long-term financial model for OSG. On the same day, representatives of BDT & MSD and Evercore discussed timing with respect to the transaction process and scheduling of anticipated due diligence and management meetings.

On March 21, 2024, members of management of Parent met in person with members of management of OSG to review OSG’s business and performance.

On March 22, 2024, Mr. Tabbutt met in person with Mr. Norton, during which Mr. Tabbutt discussed the operations and governance of the Saltchuk family of companies and conveyed to Mr. Norton that the continuity of OSG’s existing management team after a potential transaction was an important factor in Parent’s evaluation of a potential acquisition of OSG. Mr. Norton indicated that he would be open to, and believed the vast majority of OSG’s management team would be open to, continuing serving as executives of OSG following a transaction with Parent.

On March 25, 2024, representatives of Evercore provided to BDT & MSD a letter outlining a formal process for the submission of written, non-binding proposals with respect to a potential acquisition of OSG, with indications of interest to be submitted by April 10, 2024.

On April 10, 2024, representatives of BDT & MSD submitted to Evercore, on behalf of Parent, a written, non-binding proposal to acquire all outstanding Shares not already owned by Parent at a price of $6.55 per share in cash, representing a premium of 11% to the closing price per share of $5.90 as of January 26, 2024 (the last closing price per share before the Board Letter was publicly announced) and proposing a period of 30 days in which OSG would negotiate exclusively with Parent with respect to the transactions contemplated by the updated proposal.

On April 16, 2024, representatives of BDT & MSD and Evercore discussed OSG’s feedback on Parent’s April 10, 2024 proposal and Evercore provided guidance regarding a potential subsequent proposal by Parent.

On April 23, 2024, representatives of BDT & MSD delivered to Evercore a written, non-binding updated proposal pursuant to which Parent would acquire all outstanding shares of OSG that it did not already own at a price of $8.50 per share in cash and proposing a period of three weeks in which OSG would negotiate exclusively with Parent with respect to the transactions contemplated by the updated proposal (the “Revised Proposal”). On the same day, representatives of BDT & MSD and Evercore discussed OSG’s feedback on the Revised Proposal and next steps in the process.

On April 24, 2024, representatives of Evercore informed representatives of BDT & MSD that the OSG Board desired to continue to engage with Parent with respect to a potential transaction and discussed next steps. On the same day, representatives of Fried Frank provided an initial draft of the Merger Agreement to representatives of K&L Gates. The draft Merger Agreement contemplated a “two step” transaction of a tender offer for all Shares not owned by Parent, followed by a merger between the purchaser entity and OSG. The draft Merger Agreement provided for, among other things, a termination fee, payable to Parent in certain circumstances, equal to 2.75% of total equity value.

On April 26, 2024, representatives of Fried Frank and K&L Gates discussed Parent’s key issues with the terms of the proposed draft Merger Agreement. Later on the same day, OSG entered into an exclusivity agreement with Parent providing for an exclusivity period of three weeks in order for Parent to complete its due diligence and enter into a definitive merger agreement.

On April 26, 2024, following the entry into the exclusivity arrangement between Parent and OSG, Mr. Tabbutt and Mr. Norton exchanged messages regarding scheduling a meeting to discuss at a high level the going forward arrangements with members of management of OSG.

On May 1, 2024, members of management of Parent met in person with Mr. Norton to discuss at a high level the going forward governance of OSG following the consummation of a potential transaction and Parent’s general philosophy regarding compensation matters. Prior to this meeting, representatives of Fried Frank had indicated to representatives of K&L Gates that Mr. Norton had pre-cleared with representatives of the OSG Board his attendance at the meeting and the topics to be discussed with members of management of Parent.

On May 5, 2024, representatives of K&L Gates provided a revised draft of the Merger Agreement to representatives of Fried Frank, which provided for, among other things, a termination fee payable to Parent in certain circumstances equal to 3.0% of total equity value.

Between May 5, 2024 and May 19, 2024, representatives of Fried Frank and K&L Gates exchanged drafts of the Merger Agreement and participated in multiple discussions regarding the draft Merger Agreement. Representatives of Parent and its advisors continued their due diligence review of OSG during this time. On May 7, 2024, representatives of Fried Frank provided a revised draft of the Merger Agreement to representatives of K&L Gates, providing for, among other things, acceptance of Parent’s proposed termination fee payable in certain circumstances equal to 3.0% of total equity value.

On May 15, 2024, representatives of Parent indicated to OSG that Parent would require certain members of management to enter into waiver agreements concurrently with the execution of the definitive merger agreement, under which those members of management would waive their right to claim that the consummation of the proposed transaction constituted a “good reason” termination under their employment arrangements (the “Good Reason Waivers”). The Good Reason Waivers are summarized in more detail below (see “The Tender Offer—Section 11. Summary of the Merger Agreement and Certain Other Agreements—Summary of the Good Reason Waivers.”).

On May 17, 2024, representatives of Fried Frank provided representatives of K&L Gates with an initial draft of the form of Good Reason Waiver. Between May 17, 2024 and May 19, 2024, representatives of Fried Frank and K&L Gates exchanged drafts of the form of Good Reason Waiver and participated in multiple discussions regarding the agreements. In addition, during this time members of management of Parent and Mr. Norton engaged in conversations regarding the terms of the form of Good Reason Waiver.

On May 17, 2024, Parent’s three-week exclusivity period expired and, at the request of Parent, OSG agreed to extend the exclusivity period through May 19, 2024.

On May 19, 2024, representatives of K&L Gates and Fried Frank exchanged drafts of the Merger Agreement, the Company Disclosure Schedule and the Parent Disclosure Schedule and reached agreement with respect to open issues in each document. That evening, the OSG Board held a meeting, during which Evercore rendered to the OSG Board Evercore’s oral opinion which was, following execution of the definitive documentation in respect of the proposed transaction, subsequently confirmed by delivery of a written opinion from Evercore, dated as of May 19, 2024, to the effect that, as of that date and subject to the limitations, qualifications and assumptions set forth in the written opinion, the $8.50 in cash per Share to be received by the holders of Class A Common Stock in the Offer and the Merger was fair, from a financial point of view, to such holders, other than Parent and its affiliates. At the conclusion of the meeting, the OSG Board unanimously authorized and approved the Merger Agreement and the transactions contemplated by the Merger Agreement. Later that evening, following the OSG Board meeting, the Merger Agreement and related transaction documents, including the Good Reason Waivers, were executed.

On May 20, 2024, prior to the opening of trading of OSG’s shares on the NYSE, OSG and Parent issued a joint press release announcing the execution of the Merger Agreement. On the same day, following the closing of trading of OSG’s shares on the NYSE, Parent filed an amendment to its Schedule 13D disclosing execution of the Merger Agreement.

11.

SUMMARY OF THE MERGER AGREEMENT AND CERTAIN OTHER AGREEMENTS.

Summary of the Merger Agreement.

The following summary of certain provisions of the Merger Agreement and all other provisions of the Merger Agreement discussed herein are qualified by reference to the Merger Agreement itself, which is incorporated herein by reference. The Merger Agreement was filed as Exhibit 2.1 to the Current Report on Form 8-K that OSG filed with the SEC on May 20, 2024. The Merger Agreement may be examined and copies may be obtained at the places and in the manner set forth in “The Tender Offer—Section 8. Certain Information Concerning Parent and Purchaser.” Stockholders and other interested parties should read the Merger Agreement for a more complete description of the provisions summarized below. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in the Merger Agreement.

The Merger Agreement has been included to provide investors and security holders with information regarding the terms of the Transactions. It is not intended to provide any other factual information about OSG, Parent, Purchaser, or their respective subsidiaries and affiliates. The Merger Agreement contains representations and warranties by OSG, on the one hand, and Parent and Purchaser, on the other hand, made solely for the benefit of the other. The assertions embodied in those representations and warranties are subject to qualifications and limitations agreed to by the respective parties in negotiating the terms of the Merger Agreement, including information in confidential disclosure schedules of OSG delivered in connection with the signing of the Merger Agreement (the “Company Disclosure Schedule”). Moreover, certain representations and warranties in the Merger Agreement were made as of a specified date, may be subject to a contractual standard of materiality different from what might be viewed as material to investors, or may have been used for the purpose of allocating risk between OSG, on the one hand, and Parent and Purchaser, on the other hand, rather than establishing matters as facts. Accordingly, the representations and warranties in the Merger Agreement should not be relied on by any persons as characterizations of the actual state of facts about OSG, Parent, Purchaser or their respective subsidiaries or affiliates at the time they were made or otherwise. In addition, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in OSG’s public disclosures.

The Offer. The Merger Agreement provides that Purchaser will (or Parent will cause Purchaser to) commence the Offer as promptly as practicable, but in no event later than fifteen (15) business days after the date of the Merger Agreement. Subject to the satisfaction of the Minimum Condition and the other Offer Conditions that are described in “The Tender Offer—Section 15. Conditions of the Offer,” Purchaser will (and Parent will cause Purchaser to) promptly, and in no event later than 9:00 a.m., Eastern Time, one (1) business day after the Expiration Date, accept for payment all Shares validly tendered (and not validly withdrawn) pursuant to the Offer and, as promptly as practicable after the Offer Acceptance Time (and in any event within two business days thereafter) pay for such Shares. If the Offer is consummated, each OSG Stockholder will receive the Offer Price for each Share validly tendered and not properly withdrawn by such stockholder prior to the Expiration Date, to such stockholder in cash, without interest thereon and subject to any withholding taxes. The Offer is initially scheduled to expire at one minute after 11:59 p.m. New York City time, at the end of the day on July 9, 2024, unless extended and re-extended as described below.

Pursuant to the Merger Agreement, Purchaser has reserved the right, to the extent permitted by applicable law, to (i) increase the amount of cash constituting the Offer Price and/or (ii) waive any Offer Condition, except that, without the prior written consent of OSG, Purchaser may not (a) amend or waive the Minimum Condition; (b) decrease the Offer Price; or (c) make any change to the Offer that (1) changes the form of consideration to be delivered by Purchaser pursuant to the Offer; (2) decreases the number of Shares sought to be purchased by Purchaser in the Offer; (3) imposes conditions or requirements to the Offer in addition to the existing Offer Conditions; (4) except as provided in the Merger Agreement with respect to the extension of the Offer, terminates the Offer or accelerates, extends or otherwise changes the Expiration Date of the Offer; (5) otherwise amends or modifies any of the terms of the Offer in a manner that adversely affects any holder of Shares or that would, individually or in the aggregate, reasonably be expected to prevent or delay the consummation of the Offer or prevent, delay or impair the ability of Parent or Purchaser to consummate the Offer or the Merger; or (6) provides for any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act.

Extensions of the Offer. The Merger Agreement provides that, subject to the parties’ termination rights under the Merger Agreement, (A) (i) if, as of any then-scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived by Purchaser or Parent, to the extent waivable by Purchaser or Parent, then Purchaser may, in its discretion, and without the consent of OSG or any other person, extend the Offer on up to two (2) occasions, for an additional period of up to ten (10) business days (as determined as set forth in Rule 14d-1(g)(3) under the Exchange Act) per extension (or such longer period as the parties may mutually agree in writing), to permit such Offer Condition to be satisfied, and (ii) Purchaser shall, and Parent shall cause Purchaser to, extend the Offer from time to time for the minimum period required by any law, any interpretation or position of the SEC, the staff thereof or any rules and regulations of the NYSE applicable to the Offer, and (B) if, as of any then-scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, OSG may require Purchaser to extend the Offer on one or more occasions, for an additional period of up to ten (10) business days (as determined as set forth in Rule 14d-1(g)(3) under the Exchange Act) per extension (or such longer period as the parties may mutually agree in writing), to permit such Offer Condition to be satisfied (provided that (x) in no event shall Purchaser be required to extend the Offer beyond the valid termination of the Merger Agreement or beyond February 19, 2025 and (y) in the event that the Minimum Condition is the only Offer Condition not satisfied or waived (other than the Offer Conditions that by their nature are only satisfied as of the Offer Acceptance Time), OSG may not require Purchaser to extend the Offer on more than five (5) such occasions of ten (10) business days (as determined as set forth in Rule 14d-1(g)(3) under the Exchange Act)). In no event shall Purchaser (X) be required to extend the Offer beyond the valid termination of the Merger Agreement in compliance with the terms thereof or (Y) be permitted to extend the Offer beyond the valid termination of the Merger Agreement in compliance with the terms thereof without the prior written consent of OSG.

Termination of the Offer. The Merger Agreement provides that Purchaser may not terminate or withdraw the Offer prior to the Expiration Date, except in the event that the Merger Agreement is terminated pursuant to its terms. In such event that the Merger Agreement is terminated pursuant to its terms, Purchaser will (and Parent will cause Purchaser to) immediately and unconditionally terminate the Offer, not acquire any Shares pursuant thereto, and promptly (and in no event more than one (1) business day after such termination) return or cause any depository acting on its behalf to return, in accordance with applicable law, all tendered Shares to the registered holders thereof.

Effects of the Merger; Directors and Officers; Certificate of Incorporation; Bylaws. The Merger Agreement provides that, subject to the terms and conditions of the Merger Agreement, at the Effective Time, Purchaser will be merged with and into OSG in accordance with the DGCL, with OSG surviving the Merger as a wholly owned subsidiary of Parent, and the separate corporate existence of Purchaser will thereupon cease. The Merger shall be governed by and effected pursuant to Section 251(h) of the DGCL.

At the Effective Time, the board of directors of the Surviving Corporation will consist of the directors of Purchaser as of immediately prior to the Effective Time, to hold office in accordance with applicable law until their successors are duly elected or appointed and qualified. At the Effective Time, the officers of OSG as of immediately prior to the Effective Time will be the officers of the Surviving Corporation, until their successors are duly appointed and qualified in accordance with applicable law. OSG has agreed to use its reasonable best efforts to cause each director of OSG immediately prior to the Effective Time to execute and deliver a letter effectuating his or her resignation as a director of OSG, conditioned upon and effective as of the Effective Time.

At the Effective Time, subject to the applicable terms of the Merger Agreement, (i) the certificate of incorporation of OSG will be amended and restated in its entirety to be in the form of the certificate of incorporation of Purchaser (except with respect to the name of the Surviving Corporation and provisions naming the initial board of directors or the incorporator) as in effect immediately prior to the Effective Time and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended or restated as provided therein or by applicable law, and (ii) the bylaws of Purchaser, as in effect immediately prior to the Effective Time, will become the bylaws of the Surviving Corporation, until thereafter amended as provided therein, in the certificate of incorporation of the Surviving Corporation or by applicable law, except that the references to the name of Purchaser shall be replaced with the name of the Surviving Corporation.

Closing and Effective Time. The closing of the Merger (the “Closing”) will take place (i) as promptly as practicable following the consummation (as defined in Section 251(h) of the DGCL) of the Offer, but in no event later than the date of the consummation of the Offer, except if the conditions to the Closing shall not be satisfied or waived by such date, in which case on no later than the first business day on which such conditions are satisfied or waived, or (ii) at another date, time, or place as agreed to in writing prior to the Offer Acceptance Time between OSG and Parent. The date on which the Closing actually occurs is referred to herein as the “Closing Date.” For purposes of the Merger Agreement, “business day” refers to any day except a Saturday or Sunday or any other day on which commercial banks are required or authorized by law to close in New York, New York.

On the Closing Date, OSG and Parent will cause the Merger to be consummated pursuant to the DGCL (including Section 251(h) thereof) by causing a certificate of merger to be filed with the Secretary of State of the State of Delaware. The Merger will become effective at the time when the certificate of merger has been duly filed with the Secretary of State of the State of Delaware, or at such later time as may be agreed by Parent and OSG in writing prior to the Offer Acceptance Time and specified in the certificate of merger (the “Effective Time”).

Conversion of Shares at the Effective Time. At the Effective Time, and without any action required by any party to the Merger Agreement or any OSG Stockholder, each Share issued and outstanding immediately prior to the Effective Time (other than Shares as to which the holder thereof has properly and validly exercised their statutory rights of appraisal in accordance with Section 262 of the DGCL (the “Dissenting Shares”) and the Shares that immediately prior to the Effective Time are held by OSG in treasury or by Parent, Purchaser (including Shares irrevocably accepted for purchase by Purchaser in the Offer) or any other wholly owned subsidiary of Parent (the “Cancelled Shares” and, together with the Dissenting Shares, the “Excluded Shares”)) will be cancelled and converted into the right to receive the Merger Consideration. At the Effective Time, Cancelled Shares will be cancelled and no consideration paid in exchange therefor.

Treatment of Outstanding Company Equity Awards. Each Company Stock Option, whether vested or unvested, that is outstanding and unexercised immediately prior to the Offer Acceptance Time shall, as of immediately prior to the Offer Acceptance Time, become fully vested and be cancelled and converted into the right to receive an amount in cash qual to the product of (i) the excess, if any, of the Offer Price over the exercise price per Share of such Company Stock Option, multiplied by (ii) the total number of Shares subject to such Company Stock Option, subject to applicable tax withholding. Any Company Stock Option with an exercise price per Share greater than or equal to the Offer Price will be cancelled from no consideration.

Parent will not assume the obligation to deliver Shares with respect to any Company RSU Award outstanding as of immediately prior to the Offer Acceptance Time (the Company RSU Awards, together with the Company Stock Options, the “Company Equity Awards”). Immediately prior to the Offer Acceptance Time, without the need for any further action on the part of the holder thereof or any other person, each Company RSU Award or portion thereof, that is not subject to one or more performance goals as of immediately prior to the Offer Acceptance Time shall be cancelled and converted into the right to receive an amount in cash equal to the sum of (i) the product of (a) the Offer Price, multiplied by (b) the total number of Shares subject to such Company RSU Award or portion thereof, as applicable, plus (ii) an amount equal to any dividend equivalent rights then accrued with respect to such Company RSU Award or portion thereof, plus (iii) any then-unpaid “cash award” granted in connection with OSG’s retention program in 2022, as set forth in the applicable award agreement for such Company RSU Award, in each case subject to applicable tax withholding.

In addition, immediately prior to the Offer Acceptance Time, without the need for any further action on the part of the holder thereof or any other person:

●

Each Company RSU Award or portion thereof, that is (i) subject to one or more performance goals as of immediately prior to the Offer Acceptance Time, and (ii) for which the performance period is originally scheduled to end in fiscal year 2024, shall be cancelled and converted into the right to receive an amount in cash equal to the sum of (a) the product of (1) the Offer Price, multiplied by (2) the total number of Shares subject to such Company RSU Award or portion thereof, as applicable, plus (b) an amount equal to any dividend equivalent rights then accrued with respect to such Company RSU Award or portion thereof, as applicable, subject to applicable tax withholding. For purposes of this calculation, the number of Shares subject to a Company RSU Award or portion thereof (and any related dividend equivalent rights), as applicable, shall be determined based on the actual achievement of such performance goal(s), measured through the Offer Acceptance Time, up to a maximum of 150% of the target level.

●

Each Company RSU Award or portion thereof, that is (i) subject to one or more performance goals as of immediately prior to the Offer Acceptance Time, and (ii) for which the performance period is originally scheduled to end in fiscal year 2025 or fiscal year 2026, shall be cancelled and converted into the right to receive a Cash Award. Each Cash Award shall no longer be subject to such performance goal(s), shall otherwise remain subject to the same terms, conditions, restrictions and vesting arrangements that were applicable to the corresponding Company RSU Award immediately prior to the Offer Acceptance Time and shall become vested and payable in accordance with its terms immediately prior to the Offer Acceptance Time or upon the applicable holder’s earlier termination of employment that, per the terms of the holder’s corresponding Company RSU Award, the holder’s employment agreement or any other OSG benefit plan in effect as of the Offer Acceptance Time would have triggered an accelerated vesting and payment of such Company RSU Award. Each Cash Award may be increased, but not decreased, by up to 50% based on performance goal(s) to be mutually determined by Parent and OSG management as soon as practicable following the Effective Time.

Exchange and Payment Procedures. Substantially concurrently with the Offer Acceptance Time, Parent will deposit (or cause to be deposited) with the Depositary and Paying Agent, a cash amount sufficient to make the payment of the aggregate Offer Price payable pursuant to the Merger Agreement. Substantially concurrently with the Closing, Parent will deposit (or cause to be deposited) with the Depositary and Paying Agent cash sufficient to pay the aggregate Merger Consideration payable pursuant to the Merger Agreement.

Promptly after the Effective Time (and in any event within two (2) business days), the Surviving Corporation will cause the Depositary and Paying Agent to mail or otherwise provide to each former holder of record of a certificate or certificates that immediately prior to the Effective Time represented outstanding Shares (a “Certificate”) (other than holders of Excluded Shares) or of Shares held in book-entry form (“Book-Entry Shares”) (other than holders of Excluded Shares), (i) transmittal materials (including for any Book-Entry Shares, specification that delivery shall be effected, and risk of loss and title to the Book-Entry Shares will pass only, upon receipt of an “Agent’s Message” by the Depositary and Paying Agent with respect to such Book-Entry Shares) and (ii) instructions for use in effecting the surrender of the Certificate or Book-Entry Shares in exchange for payment of the Merger Consideration.

Upon, (i) in the case of Shares represented by a Certificate, surrender to the Depositary and Paying Agent of such Certificate, together with a duly completed and validly executed letter of transmittal and such other customary documents as may be required by the Depositary and Paying Agent; or (ii) in the case of Book-Entry Shares, receipt of an “Agent’s Message” by the Depositary and Paying Agent (or such other evidence, if any, of transfer as the Depositary and Paying Agent may reasonably request), the holder of such Certificate or Book-Entry Share will be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate or Book-Entry Share, and the Certificate or Book-Entry Share so surrendered will immediately be cancelled.

If any portion of the cash deposited with the Depositary and Paying Agent is not claimed within one (1) year following the Effective Time, such cash will be returned to the Surviving Corporation, and any holders of Shares (other than Excluded Shares) who have not complied with the exchange procedures in the Merger Agreement will thereafter look only to the Surviving Corporation and Parent, as general creditors for payment of the Merger Consideration for such Shares, without any interest thereon (subject to abandoned property, escheat, or other similar laws).

Treatment of Company Warrants. Pursuant to the Merger Agreement, in accordance with the terms of the Warrant Agreement, any Company Warrant surrendered at any time from or after the Offer Acceptance Time that has an exercise price per Share that is less than the Offer Price shall entitle the holder thereof to receive, upon the surrender of such Company Warrant in accordance with its terms, an amount in cash equal to the product of (x) the excess of the Offer Price over the applicable exercise price per Share of such Company Warrant and (y) the total number of Shares subject to such Company Warrant. Substantially concurrently with the Offer Acceptance Time, Parent shall deposit, or cause to be deposited, with the warrant agent under the Warrant Agreement, a cash amount sufficient to make the payment of the aggregate Offer Price payable in respect of the then outstanding Company Warrants in accordance with the Merger Agreement.

Repayment of Indebtedness. Prior to the Closing, OSG will use its commercially reasonable efforts to cause the lender or, if applicable, agent for the lenders, under each credit agreement of OSG and/or any of its subsidiaries identified by OSG and Parent for repayment at the Closing (each, a “Credit Agreement”) to deliver to Parent duly executed payoff letters with respect to the obligations under the Credit Agreements in form and substance reasonably satisfactory to Parent (the “Payoff Letters”). At the Closing, Parent will repay, or cause to be repaid, on behalf of OSG and its subsidiaries, the indebtedness of OSG and its subsidiaries outstanding under the Credit Agreements required to be repaid at the Closing in accordance with the Payoff Letters. OSG will use its commercially reasonable efforts to effect the release of all other liens on the assets of OSG and its subsidiaries in connection with the Credit Agreements in accordance with the Payoff Letters at or promptly following the Closing.

Representations and Warranties. The Merger Agreement contains representations and warranties of OSG, Parent and Purchaser.

The Merger Agreement contains representations and warranties of OSG, subject to certain exceptions in the Merger Agreement, in the Company Disclosure Schedule delivered in connection with the Merger Agreement and in OSG’s public filings, as to, among other things:

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organization and power to do business;

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subsidiaries;

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capitalization;

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corporate power and authority relating to the execution, delivery and performance of the Merger Agreement;

●

consents and approvals relating to the execution, delivery and performance of the Merger Agreement and consummation of the Transactions and the absence of certain violations;

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timely filing of SEC filings, accuracy and completeness of the SEC filings, absence of certain SEC investigations, and compliance with rules and regulations of the NYSE

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the absence of certain changes or events affecting OSG;

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the accuracy of the information supplied for the purposes of Parent’s and Purchaser’s Schedule TO, together with all exhibits, amendments and supplements thereto, including this Offer to Purchase, or OSG’s corresponding Schedule 14D-9;

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compliance with applicable laws;

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tax returns and other tax matters;

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the absence of certain liabilities;

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the absence of certain actions, proceedings or orders;

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employee benefit plans and other agreements, plans and policies with or concerning employees;

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intellectual property, privacy and information technology;

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material contracts;

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real and personal property matters;

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the absence of certain liabilities relating to, and violations of, environmental laws;

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material customers and material suppliers;

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insurance policies;

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vessels owned by the Company or its subsidiaries and vessels owned by a third party and chartered in by the Company or its subsidiaries pursuant to a bareboat charter (“Company Vessels”);

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brokers’ fees;

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takeover statutes and anti-takeover provisions in OSG’s certificate of incorporation and bylaws;

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related party transactions;

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the opinion of the financial advisor to the OSG Board; and

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exclusivity of OSG’s representations and warranties in the Merger Agreement.

The Merger Agreement also contains representations and warranties of Parent and Purchaser, subject to certain exceptions in the Merger Agreement and in the parent disclosure schedule delivered in connection with the Merger Agreement, as to, among other things:

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organization and power to do business;

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capitalization and activities of Purchaser;

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corporate power and authority relating to the execution, delivery and performance of the Merger Agreement;

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consents and approvals relating to the execution, delivery and performance of the Merger Agreement and consummation of the transaction, the absence of certain violations, and the U.S. citizenship status of both Purchaser and Parent for purposes of Jones Act compliance;

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the accuracy of the information supplied for the purposes of the Schedule TO, together with all exhibits, amendments and supplements thereto, including this Offer to Purchase;

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the absence of certain actions, proceedings or orders;

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the Parent Credit Agreement, the executed commitment letters related thereto, and the transaction update presentation prepared in connection therewith (collectively, the “Debt Commitment Letter”) reflecting commitments from lenders to provide debt financing in the amounts set forth in the Debt Commitment Letter to Parent for the purpose of funding the transactions contemplated by the Merger Agreement, and the sufficiency and enforceability of such debt financing;

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except as otherwise provided in Parent’s filings with the SEC, the absence of beneficial ownership of Shares by Parent and its subsidiaries;

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the absence of any arrangements between Parent or Purchaser (or their respective affiliates), on the one hand, and, on the other hand, any stockholder, director, officer or other affiliate of Purchaser or any of its subsidiaries relating to the Merger Agreement (or the transactions contemplated thereby) or the Surviving Corporation or any of its subsidiaries, businesses or operations (including as to continuing employment), except as expressly authorized by OSG;

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brokers’ fees;

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solvency;

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exclusivity of Parent’s and Purchaser’s representations and warranties in the Merger Agreement; and

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no other representations and warranties.

The representations and warranties contained in the Merger Agreement will not survive the consummation of the Merger.

Some of the representations and warranties in the Merger Agreement are qualified by materiality qualifications or a “Company Material Adverse Effect” or “Parent Material Adverse Effect” qualification, as discussed below.

For purposes of the Merger Agreement, a “Company Material Adverse Effect” means any fact, circumstance, change, event, occurrence or effect that has had, or would reasonably be expected to have, individually or in the aggregate, (i) a material adverse effect on the assets, financial condition, business or results of operations of OSG and its subsidiaries, taken as a whole, or (ii) a material adverse effect on, or prevents or materially delays, the ability of OSG to consummate the transactions contemplated by the Merger Agreement. However, for the purposes of clause (i), none of the following, and no effect arising out of, relating to or resulting from the following, will constitute or be taken into account in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur: any facts, circumstances, changes, events, occurrences or effects resulting from or attributable to:

(a)

changes in any of the industries in which OSG or its subsidiaries operate;

(b)

changes in economic conditions or the credit, debt, securities, financial or capital markets in the United States or elsewhere in the world;

(c)

changes in applicable law, in United States generally accepted accounting principles (“GAAP”) or in accounting standards, or any changes in the interpretation thereof after the date of the Merger Agreement;

(d)

the execution and delivery of the Merger Agreement or the public announcement or pendency of the Offer, the Merger or the other transactions contemplated by the Merger Agreement or the identity of, or any facts or circumstances relating to, Parent, Purchaser or their respective affiliates, including any impact thereof on relationships, contractual or otherwise, with customers, lessors, suppliers, vendors, investors, lenders, partners, contractors or employees of OSG or its subsidiaries;

(e)

compliance with the covenants expressly set forth in the Merger Agreement and any action taken, or omitted to be taken, by OSG or any of its subsidiaries with the express prior written consent of Parent;

(f)

acts of war (whether or not declared) or any outbreak of hostilities, sabotage or terrorism, cyber-terrorism, cyber-espionage, or cyber-war, or any escalation or worsening of any such acts;

(g)

weather, earthquakes, hurricanes, tornados, natural disasters, climatic conditions, epidemics, pandemics or outbreaks of illness (including escalations or resurgences of COVID-19) or other public health event or other force majeure events;

(h)

any civil unrest, regulatory and political conditions or developments (including any government shutdowns or debt payment defaults), or any response of any government entity thereto;

(i)

any Transaction Litigation (as defined below);

(j)

any change in the price or trading volume of the Shares or the credit rating of OSG or any of its subsidiaries, in each case, in and of itself;

(k)

any failure to meet any published analyst estimates or expectations of the revenue, earnings or other financial performance or results of operations for any period, in and of itself, or any failure to meet internal or published projections, budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations, in and of itself (provided that, except as otherwise provided in this definition, the underlying causes of such failure or decline may be considered in determining whether there is a Company Material Adverse Effect); or

(l)

the price of ship fuel, piracy, or international or intranational hostilities, disputes or conflicts affecting shipping (including with respect to the Suez Canal, the Panama Canal, the Houthis, the Ukrainian-Russian conflict, the Israel-Hamas conflict and the territorial disputes in the South China Sea);

provided, that facts, circumstances, changes, events, occurrences or effects set forth in clauses (a), (b), (c), (f), (g), (h) and (l) above may be taken into account in determining whether there has been, or would reasonably be expected to be, a Company Material Adverse Effect to the extent such facts, circumstances, changes, events, occurrences or effects have a disproportionate adverse effect on OSG and its subsidiaries, taken as a whole, in relation to similarly situated businesses operating in the industries in which OSG and its subsidiaries operate (provided, that only the incremental disproportionate adverse effects of such facts, circumstances, changes, events, occurrences or effects may be taken into account in determining whether there has been, or would reasonably be expected to be, a Company Material Adverse Effect).

For purposes of the Merger Agreement, a “Parent Material Adverse Effect” means any event, condition, change, occurrence or development of a state of circumstances or facts that, individually or when taken together with all such all other events, conditions, changes, occurrences or developments of a state of circumstances or facts, would prevent, impair or materially delay the consummation of the Offer or the Merger or prevent or materially impair or delay the ability of Parent or Purchaser to perform its obligations under the Merger Agreement.

Conduct of Business Pending the Offer Acceptance Time. OSG has agreed that during the period from and after the date of the Merger Agreement until the earlier of the Offer Acceptance Time or termination of the Merger Agreement (in accordance with its terms) (the “Pre-Closing Period”), except: (i) with Parent’s prior written consent (which may not be unreasonably withheld, delayed or conditioned), (ii) as required by applicable law, (iii) as expressly contemplated by the Merger Agreement or (iv) as set forth in the Company Disclosure Schedule, OSG will, and will cause its subsidiaries to, (a) carry on their respective businesses in all material respects in the ordinary course of business, and (b) use commercially reasonable efforts to (1) preserve substantially intact their business organization, assets (including the Company Vessels), properties and business relations, (2) keep available the services of their executive officers and key employees on commercially reasonable terms, (3) maintain in effect all licenses, certificates, authorizations, consents, permits, approvals and other similar authorizations of, from or by a governmental entity necessary for OSG to own, lease or operate its properties and assets, including the Company Vessels, and to carry on its business as currently conducted, and (4) maintain the goodwill and existing relationships with any person with which OSG or any of its subsidiaries has material business relations and with governmental entities that have jurisdiction over their business and operations.

Further, OSG has agreed that subject to the exceptions in the immediately preceding paragraph, during the Pre-Closing Period, OSG will not, and will not permit its subsidiaries to, without the prior written consent of Parent (which consent will not be unreasonably withheld, conditioned or delayed), among other things, take any of the following actions:

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declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock or equity interests, subject to certain exceptions (including that, if the Offer Acceptance Time has not occurred on or prior to August 31, 2024, the OSG Board may declare and OSG may pay to holders of Shares in cash each regular quarterly dividend that would have otherwise been declared and paid after August 31, 2024 in an amount per Share not to exceed $0.06 per quarter and with record and payment dates consistent with past practice of OSG and corresponding distributions to the holders of Company Warrants in respect of the Shares into which the Company Warrants are exercisable);

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split, combine, subdivide, adjust, amend the terms of or reclassify any of its capital stock or equity interests;

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issue, deliver, sell, pledge, grant, transfer or otherwise encumber any shares of its capital stock or other equity securities or any option, warrant or other right to acquire or receive shares of its capital stock or other equity securities, or redeem, purchase or otherwise acquire any shares of its capital stock or other equity securities, subject to certain exceptions including in connection with Company Warrants and the Company Equity Awards;

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amend OSG’s or any of its subsidiary’s organizational documents, subject to certain exceptions;

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other than in transactions among wholly owned subsidiaries of OSG or between OSG and its wholly owned subsidiaries, acquire by any means any entity, business or assets that constitute a business or division of any person;

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sell, lease, license, encumber (other than certain permitted liens) or otherwise dispose of by any means any entity, business or any material assets, properties (including any Company Vessel), rights or other interest therein, subject to certain exceptions;

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create, incur or assume any indebtedness for borrowed money or issue any debt securities, or issue or sell options, warrants, calls or other rights to acquire any of its debt securities, or assume, guarantee, endorse or otherwise become liable or responsible for the indebtedness or other obligations of another person, subject to certain exceptions;

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merge, combine or consolidate OSG or any of its subsidiaries with and into any other person, subject to certain exceptions;

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adopt or enter into a plan of complete or partial liquidation, restructuring, capitalization, reorganization or dissolution;

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waive, settle (or propose to settle) or compromise any pending or threatened action against OSG or any of its subsidiaries, subject to certain exceptions;

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except as required by any OSG benefit plan, any bargaining agreement entered into by OSG or any employment agreement with an officer, employee or independent contract of OSG, in each case, as disclosed in the company disclosure schedule, (a) grant any equity-based compensation, including any Company Equity Awards not otherwise permitted by third bullet point of this section, (b) increase the compensation or benefits (including base salary, base wages, short-term cash compensation, long-term cash compensation, and severance entitlements) of any executive officer or director of OSG, (c) increase the compensation or benefits (including base salary, base wages, short-term cash compensation, long-term cash compensation, and severance entitlements) of any employee or independent contractor who is not covered by the preceding clause (b), other than increases in base salaries, wages and annual or shorter-term cash incentive opportunities in the ordinary course consistent with past practice, not to exceed, (1) in the aggregate, 2.0% relative to the prior fiscal year, and (2) individually, 4.0% relative to the prior fiscal year, (d) subject to the foregoing, adopt any new employee benefit plan or arrangement (other than offer letters that are entered into in the ordinary course of business consistent with past practice with newly hired or promoted employees who are not executive officers and that do not provide for any severance benefits or otherwise deviate from the standard terms and conditions of the offer letters disclosed to Parent), (e) subject to the foregoing, adopt a new arrangement that constitutes an OSG benefit plan under the Merger Agreement, or amend, modify or terminate any existing OSG benefit plan, other than in the ordinary course of business consistent with past practice, or (f) take any action to accelerate the vesting, payment, or funding of any payment or benefit under any OSG benefit plan;

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make any change in financial accounting methods, principles, policies or practices of OSG or any of its subsidiaries, except insofar as may be required by GAAP (or any interpretation or enforcement thereof) or applicable law;

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other than in the ordinary course of business (a) make, change or revoke any material tax election, (b) settle or compromise of any material tax liability for an amount materially in excess of the amount accrued or reserved in OSG’s financial statements, (c) file or amend any material tax return, (d) adopt or change any method of tax accounting or annual tax accounting period, (e) enter into any closing agreement relating to any material tax liability, (f) agree to extend the statute of limitations in respect of any material amount of taxes (other than pursuant to automatic extensions of time to file tax returns) or (g) surrender any right to claim a material tax refund;

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enter into or amend any contract with, or make any payment to, any former or present director or officer of OSG or any of its subsidiaries, or affiliates of any of the foregoing persons or any other person covered under Item 404 of Regulation S-K under the Securities Act (other than any payments pursuant to the eleventh bullet point in this section);

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enter into, amend, waiver any rights under, or terminate any material contract (or any other contract that would be deemed a material contract if it had been entered into prior to May 19, 2024) other than in the ordinary course of business in all material respects;

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authorize, or make any commitment with respect to, capital expenditures that would exceed $5 million individually or $25 million in the aggregate, other than in accordance with OSG’s annual capital expenditures budget made available to Parent;

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except as otherwise permitted in the foregoing bullet, with respect to any Company Vessel, (a) modify the use, operation, maintenance or repair of the Company Vessels in a matter outside the ordinary course of business or not in material compliance with applicable law or (b) deplete inventory, supplies and spare parts in a manner outside the ordinary course of business; or

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agree to take, or make any commitment to take, any of the foregoing.

Non-Solicitation. Except as permitted by the Merger Agreement, during the Pre-Closing Period, OSG will not, and will cause its subsidiaries and its and their directors and officers not to, and will instruct and use its reasonable best efforts to cause its and their directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) not to, directly or indirectly:

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solicit, initiate, knowingly facilitate or knowingly encourage any inquiries regarding, or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to an Acquisition Proposal (as defined below);

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enter into or participate in any discussions with (including through the providing of access or non-public information relating to OSG) any person regarding an Acquisition Proposal (other than to state that OSG is not permitted to have discussions and to refer such person to the provisions of the Merger Agreement); or

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enter into any other acquisition agreement, option agreement, joint venture agreement, partnership agreement, letter of intent, term sheet, merger agreement or similar agreement (other than a confidentiality agreement permitted under the Merger Agreement) with respect to an Acquisition Proposal (an “Alternative Acquisition Agreement”).

OSG also will, and will cause its subsidiaries and its and their directors and officers and will instruct and use its reasonable best efforts to cause its and their Representatives to, immediately cease all solicitations, discussions and negotiations with any persons (other than Parent, its affiliates and their respective Representatives) that may be ongoing with respect to an Acquisition Proposal and request that each such person promptly return or destroy all confidential information furnished to such person by or on behalf of OSG in connection with any such Acquisition Proposal.

However, at any time during the Pre-Closing Period, if the OSG Board, directly or indirectly through any Representatives, receives an unsolicited, bona fide, written Acquisition Proposal that did not result from a material breach of the non-solicitation provisions in the Merger Agreement, OSG and its Representatives may contact the person or group of persons making such Acquisition Proposal to clarify the terms and conditions thereof so as to determine whether such Acquisition Proposal constitutes, or could reasonably be expected to result in, a Superior Proposal (as defined below), and may (i) provide information to such person or group of persons (including their respective Representatives) if OSG receives from such person or group of persons (or has received from such person or group of persons) an executed confidentiality agreement containing confidentiality terms that are not less favorable in any material respect to OSG than those contained in the Non-Disclosure Agreement, dated as of February 27, 2024, by and between Parent and OSG, except that OSG will make available to Parent and Purchaser any non-public information concerning OSG or its subsidiaries that is provided to any such person or group of persons which was not previously made available to Parent or Purchaser no later than 24 hours thereafter, and (ii) engage or participate in any discussions or negotiations with such person or group of persons, if prior to taking any action described in clause (i) or (ii) above, the OSG Board determines in good faith after consultation with its financial advisor and outside legal counsel that such Acquisition Proposal constitutes, or would reasonably be expected to result in, a Superior Proposal and that the failure to take such action would be inconsistent with the OSG Board’s fiduciary duties under applicable law.

For purposes of the Merger Agreement, an “Acquisition Proposal” means any proposal or offer from any person or group of persons (other than Parent and its affiliates) for:

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a merger, consolidation, business combination, share exchange, recapitalization, liquidation, dissolution or similar transaction involving OSG as a result of which any person or group of persons (or the stockholders of any person or group) would beneficially own, directly or indirectly, 20% or more of the outstanding common stock of OSG or 20% or more of the total voting power of OSG or any surviving entity (or any direct or indirect parent company thereof) immediately following such transaction;

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any direct or indirect acquisition by any person or group of persons of more than 20% of the outstanding common stock of OSG (or any securities convertible into, or exchangeable for, such Shares) or total voting power represented by the outstanding voting securities of OSG;

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a tender offer or exchange offer or other transaction which, if consummated, would result in a direct or indirect acquisition by any person or group of persons (or the stockholders of any person or group) of more than 20% of the outstanding common stock of OSG (or any securities convertible into, or exchangeable for, such common stock) or total voting power represented by the outstanding voting securities of OSG; or

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the acquisition in any manner, directly or indirectly, of over 20% of the fair market value of the consolidated assets of OSG and its subsidiaries (as determined in good faith by the OSG Board).

For purposes of the Merger Agreement, “Superior Proposal” means any bona fide written Acquisition Proposal (defined by substituting the references to “20%” for “50%”) made by any person or group of persons (other than Parent and its affiliates after the date of the Merger Agreement), which Acquisition Proposal did not result from a breach (or deemed breach) of the non-solicitation provisions of the Merger Agreement that (i) the OSG Board has determined in its good faith judgment is on terms (after consultation with its financial advisor and outside legal counsel and after taking into account all the terms and conditions of the Acquisition Proposal) more favorable to the OSG Stockholders from a financial point of view than the transactions contemplated by the Merger Agreement, considering any revisions to the Merger Agreement made or proposed in writing by Parent pursuant to the terms of the Merger Agreement, and (ii) the OSG Board determines (after consultation with its financial advisor and outside legal counsel) is reasonably capable of being consummated in accordance with its terms, taking into account all financial, regulatory, legal and other aspects (including certainty of closing, certainty of financing and the identity of the person making the Acquisition Proposal) of such proposal.

The OSG Board’s Recommendation; OSG Board Recommendation Change. As described above, and subject to the provisions described below, the OSG Board has unanimously made the recommendation that the OSG Stockholders tender their Shares to Purchaser pursuant to the Offer on the terms and conditions set forth in the Merger Agreement (the “Company Recommendation”). Except as expressly permitted by the Merger Agreement, neither the OSG Board nor any committee thereof may:

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withhold, withdraw, qualify or modify (or publicly propose to withhold, withdraw, qualify or modify), in each case in a manner adverse to Parent, the Company Recommendation;

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fail to include the Company Recommendation in the Schedule 14D-9;

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adopt, approve, recommend, endorse or otherwise declare advisable, or publicly propose to adopt, approve or recommend, any Acquisition Proposal;

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fail to recommend against acceptance of any third-party tender offer or exchange offer constituting an Acquisition Proposal within 10 business days after the commencement of such offer; or

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if an Acquisition Proposal has been publicly disclosed, fail to affirm publicly the Company Recommendation within 10 business days after Parent so requests in writing.

The actions described in the bullet points above are referred to in this Offer as a “Change of Recommendation,” except that any “stop-look-and-listen” communication to the OSG Stockholders pursuant to Rule 14d-9(f) under the Exchange Act or any similar communications to the OSG Stockholders shall not be deemed a Change of Recommendation if such communication is made prior to the 10^thbusiness day after the commencement of a tender offer or exchange offer and does not include a recommendation by OSG that stockholders of OSG tender their Shares into such tender offer or exchange offer.

However, prior to the Offer Acceptance Time, (i) if an intervening event (as defined below) occurs and the OSG Board determines in good faith, after consultation with its outside legal counsel, that the failure to effect a Change of Recommendation in light of such intervening event would be inconsistent with its fiduciary duties under applicable law, the OSG Board may make a Change of Recommendation contemplated by the first and second bullet points above or (ii) if OSG receives, directly or indirectly through one or more of its Representatives, an unsolicited, written, bona fide Acquisition Proposal that the OSG Board concludes in good faith, after consultation with its financial advisor and outside legal counsel, constitutes a Superior Proposal and that the failure to effect a Change of Recommendation in light of such Superior Proposal would be inconsistent with the OSG Board’s fiduciary duties under applicable law, and such Acquisition Proposal did not result from a breach of the non-solicitation provisions of the Merger Agreement, the OSG Board may effect a Change of Recommendation and/or terminate the Merger Agreement in order to enter into an Alternative Acquisition Agreement providing for such Superior Proposal provided that in either case:

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OSG must have given Parent at least four business days’ prior written notice that it intends to make a Change of Recommendation (a “Change Notice”) and/or terminate the Merger Agreement, which notice must specify, in the case of a Superior Proposal, the material terms thereof, along with a copy of the proposed agreement in respect of such Superior Proposal (or, if there is no such proposed agreement, a written summary of the material terms and conditions of such Superior Proposal), and, in the case of an intervening event, reasonable detail regarding such intervening event and the reasons for the Change of Recommendation;

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after providing such notice and prior to making a Change of Recommendation and/or terminating the Merger Agreement, OSG must have caused its Representatives to be reasonably available to negotiate, in good faith with Parent and Purchaser (to the extent Parent and Purchaser desire to negotiate) during the four business day notice period (the “Notice Period”) to make adjustments to the terms and conditions of the Merger Agreement as would obviate the need for OSG to effect a Change of Recommendation and/or terminate the Merger Agreement; and

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at the end of the Notice Period, the OSG Board must have determined in good faith, after consultation with its outside legal counsel and, with respect to the Superior Proposal giving rise to the Change Notice, its financial advisor, taking into account any changes to the Merger Agreement proposed in writing by Parent in response to the Change Notice, that, (a) in the case of a Superior Proposal, the Superior Proposal giving rise to the Change Notice continues to be a Superior Proposal and that the failure to make a Change of Recommendation or to terminate the Merger Agreement in connection therewith would be inconsistent with its fiduciary duties under applicable law or (b) in the case of an intervening event, the failure of the OSG Board to make a Change of Recommendation would still be inconsistent with its fiduciary duties under applicable law.

Any amendment to the financial terms or any other material change to the terms of a Superior Proposal requires OSG to deliver a new Change Notice and to comply with the requirements in the bullets above, provided, that subsequent to the initial Notice Period, the Notice Period will only be three business days instead of four business days.

Under the Merger Agreement, an “intervening event” means a material event, occurrence, development or change in circumstances with respect to OSG and its subsidiaries, taken as a whole, that was not known or reasonably foreseeable by the OSG Board as of the date of the Merger Agreement and becomes known to or by the OSG Board after the date of the Merger Agreement, provided that the following do not constitute, and will not be considered in determining whether there has been, an intervening event: (i) the receipt of any Acquisition Proposal; (ii) the execution and delivery of the Merger Agreement or the public announcement or pendency of the Offer, the Merger or the transactions contemplated thereby or the identify of, or any facts or circumstances relating to, Parent, Purchaser or their respective affiliates; (iii) any change in the price or trading volume of the Shares or the credit rating of OSG or any of its subsidiaries, in each case, in and of itself; (iv) the fact that OSG meets or exceeds any internal or published budgets, projections, forecasts or predictions of financial performance for any period, in each case, in and of itself; or (v) any changes in general economic or political conditions, or in the financial, credit or securities markets in general.

The Merger Agreement does not prohibit OSG, the OSG Board or any committee thereof from (i) making any required disclosure to the OSG Stockholders if, in the good faith judgment of the OSG Board, after consultation with its outside legal counsel, failure to make such disclosure would be inconsistent with its fiduciary duties under applicable law, (ii) complying with its disclosure or fiduciary obligations under applicable law or disclosure obligations under NYSE rules, including taking and disclosing to its stockholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) under the Exchange Act (or any similar communication to stockholders) or (iii) making any “stop-look-and-listen” communication to stockholders of OSG pursuant to Rule 14d-9(f) under the Exchange Act (or any similar communications to stockholders, including any similar communication in response to an Acquisition Proposal that is not a tender offer or exchange offer). Any “stop-look-and-listen” or similar communication permitted under clause (iii) will not constitute a Change of Recommendation or otherwise constitute a basis for Parent to terminate the Merger Agreement.

OSG must promptly (and in any event within 24 hours) notify Parent in writing if any Acquisition Proposal is received by OSG, any of its subsidiaries or any of its Representatives, indicating (except to the extent prohibited by any applicable law or contract in effect as of the date of the Merger Agreement) the material terms and conditions of such Acquisition Proposal. OSG must (i) promptly (and in any event within 24 hours) notify Parent of any change to the financial or other material terms and conditions of any Acquisition Proposal, and (ii) otherwise keep Parent reasonably informed of the status and material terms of any such Acquisition Proposal, discussions or negotiations on a reasonably prompt basis.

In addition, notwithstanding anything to the contrary contained in the Merger Agreement, OSG may terminate, waive, amend or release any provision of any confidentiality, “standstill” or similar obligation of any person (i) if the OSG Board determines in good faith after consultation with its outside legal counsel that failure to take such action would be inconsistent with its fiduciary duties under applicable law and (ii) to the extent such provisions would prohibit any person or group from making an Acquisition Proposal privately to the OSG Board.

Reasonable Best Efforts; Filings. OSG, Parent and Purchaser have agreed to, and to cause their respective affiliates to, use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or to cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, and to satisfy all conditions to, the Offer, the Merger and the other transactions contemplated by the Merger Agreement, as expeditiously as reasonably practicable, including:

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obtain all necessary permits, waivers, and actions or nonactions from governmental entities and the making of all necessary registrations, filings, and notifications (including filings with governmental entities);

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execute and deliver any additional instruments necessary to consummate the Offer and the Merger and to fully carry out the purposes of the Merger Agreement;

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comply to the extent necessary with any request for information by any governmental entity in connection with the Merger Agreement, including any request for additional information and documentary material by the Federal Trade Commission (the “FTC”) or the Antitrust Division of the Department of Justice (the “Antitrust Division”) under the HSR Act; and

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resolving questions or objections, if any, as may be asserted by any governmental entity with respect to the Merger Agreement, including under applicable regulatory laws.

In addition, OSG, Parent and Purchaser have agreed to cooperate and consult with each other in connection with obtaining any authorizations, approvals, consents, registrations, permits, and other confirmations from any governmental entity required to consummate the transactions contemplated by the Merger Agreement, and to, unless prohibited by law:

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furnish to the other party such information as the other party may reasonably require in connection with the preparation of any filing or submission under the HSR Act or applicable regulatory laws and subject to customary confidentiality obligations and all applicable privileges;

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notify each other promptly of any oral communication with, and upon request, provide copies of any written communications, correspondence and filings with, any governmental entity;

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consult and cooperate with, and consider in good faith the views of, one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party in connection with proceedings under the HSR Act or the antitrust laws of any other governmental entity;

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use good faith efforts to give each other reasonable advance notice of all meetings with any governmental entity; and

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unless prohibited by law or by a governmental entity, not participate independently in any meeting with a governmental entity without providing reasonable advance notice to the other party and an opportunity to attend and participate in such meeting or, if the other party is prohibited by law or governmental entity from participating in or attending any such meeting, keep the other party reasonably apprised with respect thereto.

Neither Parent nor OSG shall commit to or agree (or permit any of their respective affiliates to commit to or agree) with any governmental entity to stay, toll, or extend any applicable waiting period under the HSR Act or other applicable regulatory laws or refrain from closing of the Offer, the Merger or the other transactions contemplated by the Merger Agreement, without the prior written consent of the other (such consent not to be unreasonably withheld, conditioned, or delayed).

However, OSG and its controlled affiliates will not be required to (i) pay prior to the Effective Time any material fee, penalty or other consideration to any third party to obtain consent or approval required under any contract for the consummation of the Offer, the Merger or the other transactions contemplated by the Merger Agreement, other than as expressly required under the terms of any contract or (ii) agree to any material term, condition, obligation, restriction, requirement, limitation, qualification, remedy or other action imposed, required or requested by any governmental entity in connection with its grant of any permits, approvals, waivers, and actions or nonactions with respect to the Offer, the Merger or the other transactions contemplated by the Merger Agreement, unless such term, condition, obligation, restriction, requirement, limitation, qualification, remedy or other action imposed is binding on OSG or any of its controlled affiliates only in the event that the Closing occurs.

OSG will use reasonable best efforts to cooperate with Parent to obtain any consents or waivers from third parties (other than governmental entities) that are required in connection with the Transactions.

OSG, Parent and Purchaser have agreed to (i) provide or cause to be provided as promptly as reasonably practicable to governmental entities with jurisdiction over the applicable regulatory laws information and documents requested by any such governmental entity as necessary, proper, or advisable to permit consummation of the transactions contemplated by the Merger Agreement, including preparing and filing any notification and report form and related material required under the HSR Act and any additional consents and filings required under any other applicable regulatory laws as promptly as practicable following the date of the Merger Agreement (provided, that the filing under the HSR Act must be made within 15 business days of the date of the Merger Agreement) and thereafter to respond as promptly as practicable to any request for additional information or documentary material that may be made under the HSR Act or any other applicable regulatory laws and (ii) take such actions as are necessary or advisable to obtain prompt approval of the consummation of the transactions contemplated by the Merger Agreement by any governmental entity or expiration of any applicable waiting periods. Parent has agreed to pay and be solely responsible for all filing fees under the HSR Act and any additional consents and filings required under any other applicable regulatory laws.

The Merger Agreement further provides that Parent will, and will cause its affiliates to, use its and their reasonable best efforts take any and all steps and actions necessary to avoid or eliminate impediments or objections, if any, that may be asserted with respect to the Offer, the Merger or the other transactions contemplated by the Merger Agreement under any applicable regulatory laws so as to enable the parties to consummate such transactions as promptly as practicable, but in no event later than the Termination Date, including (i) proposing, negotiating, committing to and effecting by consent decree, hold separate orders or otherwise, the sale, divesture, licensing or disposition of any assets, properties or businesses of Parent or its affiliates or of OSG or its subsidiaries and (ii) otherwise taking or committing to take any actions that would limit the freedom of action of Parent or any of its affiliates with respect to, or its or their ability to retain, one or more of the businesses, product lines or assets of Parent or any of its affiliates, or the assets, properties or businesses of OSG or its subsidiaries, in each case as may be advisable in order to avoid the entry of, or to effect the dissolution of, any administrative or judicial action or proceeding or any decree, judgment, injunction temporary restraining order, or other order in any suit or proceeding, which would otherwise have the effect of preventing or delaying the Effective Time; provided that none of Parent or its affiliates or OSG or its subsidiaries will be required to take or agree to take any action that would, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, operations, financial condition or results of operations of Parent and its affiliates after giving effect to the Offer and the Merger, taken as a whole; provided, that, for purposes of this sentence, “Parent and its affiliates after giving effect to the Offer and the Merger” shall be deemed to have the size, financial condition and results of operations of OSG and its subsidiaries prior to the consummation of the Offer and the Merger.

Employee Matters. During the period commencing on the Closing Date and ending on December 31, 2025, Parent will, or will cause its applicable subsidiary to, provide each nonunionized employee who was such as of immediately prior to the Offer Acceptance Time and who continues in employment with Parent, the Surviving Corporation or their subsidiaries following the Effective Time (collectively, the “Continuing Employees”) with (i) a principal work assignment located at the same or a reasonably similar geographic location to such Continuing Employee’s geographic work location as in effect as of immediately prior to the Closing Date (including, if applicable, a remote work arrangement consistent with any such arrangement in effect as of the Closing Date), (ii) job responsibilities that are substantially comparable to the responsibilities of such Continuing Employee as of the Closing Date, other than job responsibilities that reasonably result from OSG’s transition to a non-publicly traded company, (iii) a base salary, base compensation or regular hourly wage (whichever is applicable) and an annual or shorter-term cash incentive compensation opportunity, that, in each case, is not less than the base salary, base compensation or regular hourly wage and such short-term cash incentive compensation opportunity in effect for the applicable Continuing Employee as of immediately prior to the Effective Time (and excluding, for the avoidance of doubt, any special cash-based retention awards) and (iv) retirement, health and welfare benefits (including, but not limited to, any health, welfare, vacation and select time, severance benefits and retirement benefits) that are substantially similar (including, if applicable, with respect to costs for the applicable Continuing Employee) in the aggregate to the retirement, health and welfare (including, but not limited to, any health, welfare, vacation and select time, severance benefits and retirement benefits) provided or available to the applicable Continuing Employee as of immediately prior to the Effective Time.

In addition, for fiscal year 2025, Parent will, and will cause its applicable subsidiary to, provide each Continuing Employee with a long-term cash compensation opportunity that is substantially similar (including, at the discretion of Parent, shorter-term compensation opportunities with a substantially similar quantum of payment opportunities) to the long-term equity compensation opportunity granted to such Continuing Employee for fiscal year 2024, based on the dollar value of the target Shares covered by such long-term equity compensation opportunity on the grant date, and excluding any special retention or similar equity-based compensation provided prior to the Effective Time.

During the period commencing on the Closing Date and ending on the second anniversary thereof, the Surviving Corporation will provide each Continuing Employee whose employment is terminated by Parent or one of its subsidiaries with severance benefits and on terms and conditions, in each case, that are no less favorable than the severance benefits and protections existing as of the date of the Merger Agreement that are identified in the company disclosure schedule.

Parent has further agreed that, for fiscal years 2025 and 2026, it shall, or shall cause its applicable subsidiary to, continue to maintain OSG’s annual bonus program for Continuing Employees who were OSG executive officers immediately prior to the Offer Acceptance Time, with objective performance metrics equitably adjusted as needed to reflect the post-Closing structure of OSG (which, pursuant to such adjustments, shall be no less favorable to such executive officers than the terms of OSG’s annual bonus program).

Parent will cause any employee benefit plans of Parent and its subsidiaries in which the Continuing Employees are entitled to participate after the Closing Date to take into account, for purposes of eligibility, vesting and benefit accruals (other than benefit accruals under any defined benefit pension plan or as would result in a duplication of benefits), service prior to the Effective Time by such employees to OSG and its subsidiaries (and any predecessors) as if such service were with Parent or its subsidiaries. With respect to any employee benefit plans maintained by Parent and its subsidiaries for the benefit of the Continuing Employees following the Closing Date, Parent will, and will cause the Surviving Corporation and its subsidiaries to, use commercially reasonable efforts to (i) waive any eligibility requirements or pre-existing condition limitations or waiting period requirements with respect to any such plan providing medical, dental, pharmaceutical, vision or mental health benefits to any Continuing Employee to the same extent waived under the analogous OSG benefit plan prior to the Closing Date, and (ii) give effect, in determining any deductible, co-insurance and maximum out-of-pocket limitations, to any eligible expenses paid by such employees during the calendar year in which the Effective Time occurs (or such later date on which a Continuing Employee commences participation in any new plan of the Surviving Corporation and its subsidiaries) under analogous OSG benefit plans.

Cooperation with Transaction Financing. Parent and Purchaser have agreed to use reasonable best efforts to obtain the transaction debt financing as contemplated by the Debt Commitment Letter on the terms and conditions (including the “market flex” provisions, provided that such provisions do not reduce the amount or adversely affect the availability of the transaction debt financing to be funded at Closing or the ability of Parent and Purchaser to timely pay the Required Payment Amount as contemplated by the Merger Agreement) described therein at the Closing, and to not, without the prior written consent of OSG, agree to or permit any amendment or modification to be made to, or any waiver of any provision under, the Debt Commitment Letter or the definitive agreements relating to such transaction debt financing that (i) reduces the aggregate amount of the transaction debt financing (including by changing the amount of fees to be paid or original issue discount of the transaction debt financing or similar fees), or (ii) imposes new or additional conditions precedent or other terms of the transaction debt financing, otherwise adversely expands, amends or modifies any of the conditions precedent to the transaction debt financing, or otherwise expands, amends or modifies any other provision of the Debt Commitment Letter, in the case of clause (ii), in a manner that would reasonably be expected to (a) delay, prevent or impede the ability of Parent and Purchaser to consummate the transactions contemplated by the Merger Agreement, (b) make the timely funding of the transaction debt financing contemplated by the Debt Commitment Letter (or satisfaction of the conditions precedent to the transaction debt financing) or the timely payment of all of Parent’s and Purchaser’s cash payment obligations under the Merger Agreement (the “Required Payment Amount”) as contemplated by the Merger Agreement on the Closing Date less likely to occur or (c) adversely impact the ability of each of Parent and Purchaser to enforce its rights against the other parties to the Debt Commitment Letter or the definitive agreements with respect thereto, except that Parent and Purchaser may, without the consent of OSG, amend the Debt Commitment Letter to (1) add additional lenders, arrangers, bookrunners and agents, (2) implement or exercise any of the “market flex” provisions (including pricing terms) contained in the fee letter executed in connection with the Debt Commitment Letter, or (3) to reduce the size of Parent’s new credit facility to an amount at least equal to $1.38 billion, if such amendments do not reduce the amount or adversely affect the availability of the transaction debt financing to be funded at the Closing or the ability of Parent and Purchaser to timely pay the Required Payment Amount as contemplated by the Merger Agreement.

Each of Parent and Purchaser will use its reasonable best efforts (i) to maintain in effect the Debt Commitment Letter and comply with its obligations thereunder, (ii) to enter into definitive agreements pursuant to the Debt Commitment Letter, consistent in all material respects with the terms and conditions contained in the Debt Commitment Letter (including the “market flex” provisions, provided that such provisions do not reduce the amount or adversely affect the availability of the transaction debt financing to be funded at Closing or the ability of Parent and Purchaser to timely pay the Required Payment Amount as contemplated by the Merger Agreement), (iii) to satisfy (or obtain the waiver of) on a timely basis all conditions precedent to funding in the Debt Commitment Letter and such definitive agreements that are within Parent’s control and to consummate the transaction debt financing provided for thereunder at the Closing, and (iv) enforce all of its respective rights under the Debt Commitment Letter and such definitive agreements, including in the event of a breach (including an improper refusal to fund the debt contemplated by the Debt Commitment Letter) that impedes or delays the Closing by seeking specific performance of the parties thereunder if necessary. Parent shall keep OSG reasonably informed in reasonable detail of the status of its efforts to arrange the transaction debt financing and provide to OSG copies of the material definitive agreements with respect to the transaction debt financing and provide OSG with prompt notice upon the occurrence of certain events specified by the Merger Agreement. If all or any portion of the transaction debt financing under the Debt Commitment Letter becomes unavailable on the terms contemplated thereby (including any “market flex” provisions applicable to the transaction debt financing) for any reason, and such portion is reasonably required to pay the Required Payment Amount, then Parent will promptly notify OSG and Parent and Purchaser will use their reasonable best efforts to arrange and obtain in replacement thereof alternative debt transaction debt financing from alternative sources in an amount sufficient, when taken together with (i) available cash of Parent and its subsidiaries, (ii) available capacity on existing credit facilities of Parent and its subsidiaries, (iii) cash of OSG in an amount that does not exceed the amount that, after giving effect to all payments required to be made or funded by OSG in connection with the transactions contemplated by the Merger Agreement prior to the Closing, would result in OSG having $25 million in cash on its consolidated balance sheet as of the Closing, and (iv) any then-available transaction debt financing pursuant to the Debt Commitment Letter, to fund the Required Payment Amount with conditions not materially less favorable (taken as a whole) to Parent and Purchaser than the conditions (taken as a whole) set forth in the Debt Commitment Letter, as promptly as reasonably practicable following the occurrence of such event.

Indemnification and Insurance. From and after the Effective Time, Parent and the Surviving Corporation must, jointly and severally, indemnify and hold harmless (and advance funds in respect of each of the foregoing), to the fullest extent permitted under applicable law, each current and former director, officer, employee or agent of OSG or any of its subsidiaries and each person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request of or for the benefit of OSG or any of its subsidiaries (collectively, together with such person’s heirs, executors or administrators, the “Indemnified Parties”), against any loss, damage, liability, claim, demand, settlement, judgment, award, fine, penalty, fee (including reasonable fees of attorneys, experts and other professionals), charge, interest, cost or expense of any nature (collectively, “Damages”) arising out of, relating to or in connection with such Indemnified Parties’ service as a director, officer, employee or agent of OSG or any of its subsidiaries or a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request of or for the benefit of OSG or any of its subsidiaries (including in connection with any action or omission occurring or alleged to have occurred whether before or after the Effective Time). For a period of six years from and after the Effective Time, the Surviving Corporation will, and Parent will cause the Surviving Corporation to, (i) cause the certificate of incorporation and bylaws of the Surviving Corporation to contain provisions that are at least as favorable to the Indemnified Parties with respect to indemnification, advancement of expenses, and exculpation as those set forth in the certificate of incorporation and bylaws of OSG as of the date of the Merger Agreement, and (ii) including any period during which a claim for indemnification is pending thereunder after the end of such six-year period, not repeal, amend or otherwise modify those provisions in any manner except as required by applicable law. In addition, Parent and the Surviving Corporation must pay all reasonable expenses (including attorneys’ fees) that may be incurred by any Indemnified Party in enforcing the foregoing indemnity and the other obligations described above, subject to a receipt of an undertaking from any applicable Indemnified Party to whom expenses are advanced that such Indemnified Party will repay all such advances if it is ultimately determined by final and unappealable order that such Indemnified Party is not entitled to be indemnified or entitled to such advanced expenses.

In addition, for a period of six years from the Effective Time, Parent must cause to be maintained in effect the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by OSG and its subsidiaries with respect to matters arising on or before the Effective Time; provided that after the Effective Time, Parent will not be required to pay annual premiums in excess of 300% of the last annual premium paid by OSG prior to the date of the Merger Agreement in respect of the foregoing coverage, but in such case will purchase as much coverage as reasonably practicable for such amount. Prior to the Offer Acceptance Time, OSG will obtain a six-year prepaid “tail” policy on terms and conditions providing substantially equivalent benefits as the current policies of directors’ and officers’ liability insurance, fiduciary liability insurance and employment practices liability insurance maintained by OSG and its subsidiaries with respect to matters arising on or before the Effective Time, covering without limitation the transactions contemplated by the Merger Agreement. For any such “tail” prepaid policy obtained by OSG prior to the Offer Acceptance Time, Parent will cause such policy to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by the Surviving Corporation.

For additional information, please refer to OSG’s Schedule 14D-9 being mailed to stockholders with this Offer to Purchase.

Coordination of Transaction Litigation. OSG, on the one hand, and Parent and Purchaser, on the other hand, have agreed to keep the other reasonably informed on a current basis with respect to any actions commenced against it or any of its affiliates arising from or relating to the Merger Agreement or the transactions contemplated by the Merger Agreement (“Transaction Litigation”), to reasonably consult with the other and give consideration to the other’s advice regarding Transaction Litigation, and to give the other the opportunity to participate at its or their own expense in the defense, settlement or prosecution of any Transaction Litigation, provided that OSG will in any event control any such defense, settlement or prosecution and OSG may not compromise, settle or agree to compromise or settle any Transaction Litigation unless Parent has consented in writing (such consent not to be unreasonably withheld, delayed or conditioned).

Conditions to the Completion of the Offer and the Merger. The Offer Conditions are described in “The Tender Offer—Section 15. Conditions of the Offer.” In addition, each party’s obligation to complete the Merger is subject to the satisfaction or waiver at or prior to the Effective Time of the following conditions:

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no governmental entity of competent jurisdiction having enacted or promulgated any law, rule or regulation or issued any order after the date of the Merger Agreement that is in effect and restrains, enjoins or otherwise prohibits the consummation of the Merger; and

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Purchaser (or Parent on Purchaser’s behalf) having irrevocably accepted for payment all Shares validly tendered and not validly withdrawn pursuant to the Offer and consummated the Offer.

Termination. The Merger Agreement may be terminated, and the Offer and the Merger may be abandoned, in the following circumstances at any time prior to the Offer Acceptance Time:

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by the mutual written consent of OSG and Parent;

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by either OSG or Parent:

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if the Offer Acceptance Time has not occurred on or before one minute after 11:59 p.m., New York City time, on the Termination Date; provided that the right to terminate the Merger Agreement pursuant to the termination provision referred to in this bullet point will not be available to a party if the failure of the Offer to have been completed on or before the Termination Date was primarily caused by the failure of such party to perform any of its obligations under the Merger Agreement;

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if the Offer has expired in accordance with its terms without the Minimum Condition having been satisfied or the other Offer Conditions having been satisfied or waived by Parent, in each case without the acceptance for payment of any Shares validly tendered in the Offer; provided that the right to terminate the Merger Agreement pursuant to the termination provision referred to in this bullet point will not be available to any party whose failure to satisfy any agreements or covenants under the Merger Agreement has primarily caused or resulted in the non-satisfaction of the Minimum Condition or any of the other Offer Conditions or the non-acceptance for payment of Shares validly tendered in the Offer; or

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if a court or other governmental entity of competent jurisdiction has enacted or promulgated any law, rule or regulation or issued any order after the date of the Merger Agreement that has become final and non-appealable and that restrains, enjoins or otherwise prohibits the acquisition of or payment for the Shares pursuant to the Offer or the consummation of the Merger; provided that the right to terminate the Merger Agreement pursuant to the termination provision referred to in this bullet point will not be available to a party if the enactment, promulgation, or issuance of such law or order, or such law or order becoming final and non-appealable, was primarily caused by the failure of such party to perform any of its obligations under the Merger Agreement.

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by OSG:

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in order to substantially concurrently enter into an Alternative Acquisition Agreement providing for a Superior Proposal in accordance with the Merger Agreement, subject to complying with the terms of the Merger Agreement; provided that prior to or substantially concurrently with, and as a condition to, such termination, OSG pays to Parent (or its designee) the Company Termination Fee described below; or

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if Parent or Purchaser has breached any of its representations, warranties, covenants or agreements in the Merger Agreement, which breach (i) could reasonably be expected to prevent Parent or Purchaser from consummating the Offer and (ii) is either not capable of being cured before the Termination Date or is not cured before the earlier of 20 business days following receipt of written notice from OSG of such breach or the Termination Date; provided that OSG will not have the right to terminate the Merger Agreement pursuant to the termination provision referred to in this bullet point if it is then in breach of any of its representations, warranties, covenants or agreements in the Merger Agreement, such that any Offer Condition or any condition to the obligations of Parent and Purchaser to consummate the Merger would not then be satisfied if the Closing Date were the date of such termination;

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by Parent:

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if the OSG Board has made a Change of Recommendation; or

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if OSG has breached any of its representations, warranties, covenants or agreements in the Merger Agreement, which breach (i) would give rise to the failure of the Offer Condition with respect to OSG’s representations and warranties being true and correct or the Offer Condition with respect to OSG’s compliance with or performance of its agreements and covenants in the Merger Agreement in all material respects and (ii) is either not capable of being cured before the Termination Date or is not cured before the earlier of 20 business days following receipt of written notice from Parent of such breach or the Termination Date; provided that neither Parent nor Purchaser will have the right to terminate the Merger Agreement pursuant to the termination provision referred to in this bullet point if either of them is then in material breach of any of their representations, warranties, covenants or agreements in the Merger Agreement.

Company Termination Fee. OSG will pay Parent (or its designee) a termination fee in an amount equal to approximately $19.6 million (the “Company Termination Fee”) in the following circumstances:

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if the Merger Agreement is terminated by OSG at any time prior to the Offer Acceptance Time, in order to substantially concurrently enter into an Alternative Acquisition Agreement providing for a Superior Proposal;

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if the Merger Agreement is terminated by Parent because the OSG Board has made a Change of Recommendation; or

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if all of the following conditions are satisfied:

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the Merger Agreement is terminated by (i) either OSG or Parent because the Offer Acceptance Time has not occurred on or prior to the Termination Date (and at the time of such termination, Parent and Purchaser are then permitted to terminate the Merger Agreement on account of the Offer expiring in accordance with its terms without the Minimum Condition or the other Offer Conditions having been satisfied or waived by Parent), (ii) by Parent on account of the Offer expiring in accordance with its terms without the Minimum Condition or the other Offer Conditions having been satisfied or waived by Parent (but only if the Offer Conditions relating to the issuance of a law or order by a governmental entity and to the expiration or termination of the waiting period under the HSR Act have been satisfied but the Minimum Condition has not been satisfied) or (iii) by Parent due a breach of any representation, warranty, covenant or agreement of OSG in the Merger Agreement that cannot be, or has not been, cured;

○

any person has publicly proposed, announced or made an Acquisition Proposal (or in the case of a termination for a breach by OSG, an Acquisition Proposal has been made to OSG’s management, the OSG Board or any committee thereof) after the date of the Merger Agreement and prior to the Offer Acceptance Time and has not been withdrawn prior to such termination; and

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within 12 months after the termination, OSG consummates an Acquisition Proposal or the OSG Board approves, or OSG enters into, a definitive agreement for an Acquisition Proposal that is subsequently consummated (whether or not within such 12-month period or thereafter); provided that, for purposes of the provision referred to in this bullet point and the preceding bullet point, the references to “20%” in the definition of “Acquisition Proposal” are deemed to be references to “50%”.

In no event will OSG be required to pay the Company Termination Fee on more than one occasion (whether or not the Company Termination Fee may be payable under more than one provision of the Merger Agreement at the same or at different times and upon the occurrence of different events). OSG, Parent and Purchaser have agreed that any amounts payable by OSG pursuant to the termination provisions of the Merger Agreement, including the Company Termination Fee, do not constitute a penalty but rather constitute liquidated damages in a reasonable amount that will compensate Parent for the disposition of its rights under the Merger Agreement in the circumstances in which such amounts are due and payable, which amounts would otherwise be impossible to calculate with precision. Parent’s receipt of the Company Termination Fee will be the sole and exclusive remedy (whether at law, in equity, in contract, tort or otherwise) of Parent and its affiliates for Damages suffered as a result of the failure of the transactions contemplated by the Merger Agreement to be consummated and any other Damages suffered as a result of or under the Merger Agreement and transactions contemplated thereby, and upon payment of the Company Termination Fee, none of OSG, its subsidiaries or any of their related parties shall have any further liability relating to or arising out of the Merger Agreement or the transactions contemplated thereby; provided, that the foregoing shall not relieve any party from liability for actual and intentional fraud under Delaware law or a willful breach of the Merger Agreement prior to any termination or impair the rights of Parent and Purchaser, if any, to obtain injunctive relief pursuant to the terms of the Merger Agreement prior to any termination thereof or to compel the payment by OSG of the Company Termination Fee.

Limitation on Remedies. In the event of the termination of the Merger Agreement and the abandonment of the Offer and the Merger in accordance with the provisions described above, the Merger Agreement will become void and of no effect with no liability to any party, except that no such termination will relieve any party from any Damages resulting from actual and intentional fraud under Delaware law or a willful breach of the Merger Agreement prior to any termination, in which case the non-breaching party shall be entitled to all rights and remedies available at Law or in equity. In addition, certain sections of the Merger Agreement, including, among others, sections relating to termination, the Company Termination Fee and expenses and confidentiality, will survive termination. Subject to the terms of the Merger Agreement, in the case of willful breach of the Merger Agreement by Parent or Purchaser, OSG has the right, as the sole and exclusive agent for and on behalf of the stockholders of OSG (as third party beneficiaries under the Merger Agreement solely with respect to the provisions expressly identified therein), to pursue any Damages, including Damages based on loss of the economic benefit of the transactions contemplated by the Merger Agreement and loss of other opportunities to OSG and the stockholders of OSG.

Expenses. Except as otherwise provided in the Merger Agreement, whether or not the Offer and the Merger are completed, all costs and expenses incurred in connection with the Merger Agreement and the transactions contemplated by the Merger Agreement will be paid by the party incurring such expense, except that all filing fees under the HSR Act in connection with the transactions contemplated by the Merger Agreement will be borne by Parent.

Amendment and Modification. Subject to the provisions of applicable law, the Merger Agreement may be modified or amended by written agreement executed and delivered by the duly authorized officers of each of the respective parties; provided that no amendment may be made after the Offer Acceptance Time and that the provisions of the Merger Agreement to which the lenders under the Debt Commitment Letter and their respective representatives are third party beneficiaries may not be amended in any way adverse to such lenders or their representatives without the prior written consent of such lenders.

Governing Law. The Merger Agreement is governed by Delaware law; except that any claim brought against the lenders party to the Debt Commitment Letter or their representatives arising out of or relating to the Merger Agreement or any of the transactions contemplated by the Merger Agreement shall be governed by New York law.

Jurisdiction; Specific Enforcement. Under the Merger Agreement, each of the parties has agreed that it will bring any action or proceeding in respect of any claim arising out of or relating to the Merger Agreement or the transactions contemplated by the Merger Agreement exclusively in the Court of Chancery of the State of Delaware or, if that court lacks or declines to accept jurisdiction, another federal or state court located in the State of Delaware. However, each of the parties has agreed that it will not be permitted to bring or support any action or claim against the lenders party to the Debt Commitment Letters or their affiliates or representatives arising out of or relating to the Merger Agreement or any of the transactions contemplated by the Merger Agreement in any forum other than any state or federal court sitting in the State of New York, County of New York.

Each of the parties has agreed that if, for any reason, any of the provisions of the Merger Agreement are not performed in accordance with their specific terms or are otherwise breached or threatened to be breached, irreparable damage would occur for which monetary damages would not be an adequate remedy. Accordingly, in addition to any other available remedies a party may have in equity or at law, each party will be entitled to an injunction, specific performance and other equitable relief to prevent breaches or threatened breaches of the Merger Agreement and to enforce specifically the terms and provisions of the Merger Agreement. In the event of a failure or threatened failure of Parent to enforce the terms of the Debt Commitment Letter, OSG will be entitled to specific performance to cause Parent to enforce the terms of the Debt Commitment Letter (or any financing agreements related thereto or related to the alternative financing), as applicable. Pursuant to the Merger Agreement, each of the parties has agreed that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that there is adequate remedy at law or that an award of specific performance is not an appropriate remedy.

Summary of the Non-Disclosure Agreement. On February 27, 2024, OSG and Parent entered into the Confidentiality Agreement, pursuant to which Parent agreed, subject to certain exceptions, to keep confidential all proprietary, nonpublic and/or confidential information about OSG or its businesses, affairs, assets, properties or prospects furnished in connection with a potential transaction. Pursuant to the Confidentiality Agreement, Parent also agreed to certain “standstill” restrictions for a period of twelve months following the date of the Confidentiality Agreement (subject to immediate expiration under certain circumstances), including with respect to offers or proposals to acquire OSG (other than offers and proposals submitted directly to the OSG Board or senior management team on a confidential basis) and acquisitions of ownership of securities of OSG. Pursuant to the Confidentiality Agreement, Parent also agreed to customary non-solicitation restrictions and restrictions on contacting employees, customers and suppliers of OSG for a period of twelve months following the date of the Confidentiality Agreement. Parent’s obligations under the Confidentiality Agreement will expire 18 months after the date of the Confidentiality Agreement, except as set forth above or as otherwise provided therein.

This summary and description of the material terms of the Confidentiality Agreement does not purport to be complete and is qualified in its entirety by reference to the Confidentiality Agreement, which is filed as Exhibit (d)(2) to the Schedule TO and is incorporated by reference herein.

Summary of the Good Reason Waivers and Transaction Bonus Letter. Concurrently with the execution of the Merger Agreement, (i) Parent and OSG entered into a letter agreement with each of Samual H. Norton, OSG’s Chief Executive Officer and President, Patrick J. O’Halloran, OSG’s Vice President and Chief Operations Officer, Damon M. Mote, OSG’s Vice President and Chief Administrative Officer, and Susan Allan, OSG’s Vice President, General Counsel and Corporate Secretary, providing for (1) an acknowledgment from each such executive that the consummation of the Offer and the Merger and any changes to such executives’ duties and responsibilities reasonably resulting from OSG ceasing to be a public company as a result of the Offer and the Merger will not constitute “Good Reason” under such executives’ existing employment agreement, (2) certain parameters with respect to the future negotiation in good faith of new employment agreements among such executives, Parent and OSG and (3) a transaction bonus to be paid to such executives by OSG following the consummation of the Merger and (ii) OSG entered into a letter agreement with Richard Trueblood, OSG’s Vice President and Chief Financial Officer, regarding a transaction bonus to be paid to him by OSG following the consummation of the Merger (the “Transaction Bonus Letter”).

This summary and description of the material terms of the Good Reason Waivers and the Transaction Bonus Letter does not purport to be complete and is qualified in its entirety by reference to the Good Reason Waivers and the Transaction Bonus Letter, which are filed as Exhibits (d)(3) — (d)(7) to the Schedule TO and are incorporated in this document by reference.

12.

PURPOSE OF THE OFFER AND PLANS FOR OSG.

Purpose of the Offer. Parent, through Purchaser, has undertaken to acquire control of, and the entire equity interest in, OSG because Parent believes that Parent would be an ideal long-term home for OSG. OSG is a niche business having a core focus on the shipping of crude oil, petroleum and renewable transportation fuels under the Jones Act, which would complement and diversify Parent’s business. If the Offer is consummated, OSG will become a wholly-owned subsidiary of Parent and operate as a stand-alone operating company and Parent’s seventh business unit. OSG would add a complementary third major operating company engaged in shipping to Parent’s business, while providing end-market diversification (energy versus consumer goods). Parent believes that, by its nature, OSG’s business has multi-decade investment cycles and shorter-term economic cycles, both of which are better supported by a privately held family business versus being traded in the public markets. Parent seeks to operate OSG as a private corporation going forward because Parent believes that this transaction will reduce regulatory compliance costs. Further, Parent has significant experience with, and confidence in the future of, the Jones Act and the benefits that it provides the United States. Pursuant to the Merger, Parent will acquire any Shares of OSG not purchased pursuant to the Offer or otherwise. The United States citizenship and cabotage laws principally contained in 46 U.S.C. § 50501 and 46 U.S.C. Chapter § 551, as well as 46 U.S.C. § 56101, each as amended from time to time and any successor or replacement statutes, and the regulations promulgated thereunder relating to the ownership and operation of U.S. flag vessels in the United States coastwide trade are referred to herein as the “Jones Act”.

The OSG Stockholders who sell their Shares in the Offer will cease to have any equity interest in OSG or any right to participate in its earnings and future growth.

Merger Without a Stockholder Vote. If the Offer is consummated, we do not anticipate seeking the approval of OSG’s remaining public stockholders before effecting the Merger. Section 251(h) of the DGCL provides that following consummation of a successful tender offer for a public corporation, and subject to certain statutory provisions, if the stock irrevocably accepted for purchase pursuant to such offer, together with the stock otherwise owned by the corporation making the offer and its affiliates and any “rollover stock” (as defined in Section 251(h) of the DGCL), equals at least the amount of shares of each class of stock of the target corporation that would otherwise be required to adopt a merger agreement for the target corporation, and the other stockholders receive the same consideration for their stock in the merger as was payable in the tender offer, the acquiring corporation can effect a merger without the action of the other stockholders of the target corporation. Accordingly, if we consummate the Offer, we intend to effect the closing of the Merger without a vote of the stockholders of OSG in accordance with Section 251(h) of the DGCL, upon the terms and subject to the satisfaction or waiver of the conditions to the Merger, promptly after the consummation of the Offer. Accordingly, we do not expect there to be a significant period of time between the consummation of the Offer and the consummation of the Merger.

Plans for OSG. Immediately following the Effective Time, the certificate of incorporation of OSG will be amended and restated in its entirety to conform to the certificate of incorporation of Purchaser, except that references to the name of Purchaser will be replaced by references to the name of the Surviving Corporation and except with respect to provisions naming the initial board of directors and the incorporator, which will be omitted. Immediately following the Effective Time, the bylaws of the Surviving Corporation will be amended and restated to conform to the bylaws of Purchaser as in effect immediately prior to the Effective Time, except that references to the name of Purchaser will be replaced by references to the name of the Surviving Corporation. The directors of Purchaser immediately prior to the Effective Time will be the initial directors of the Surviving Corporation, and the officers of the Surviving Corporation shall be the respective individuals who served as the officers of OSG as of immediately prior to the Effective Time, in each case, until their respective successors are duly elected and qualified, or their earlier death, resignation or removal. Promptly following the Effective Time, Parent anticipates that (i) Mr. Samual H. Norton, OSG’s Chief Executive Officer and President, will be appointed as a director of the Surviving Corporation by Parent, and (ii) Mr. Jerald W. Richards will be appointed as Assistant Secretary of the Surviving Corporation. See “The Tender Offer—Section 11. Summary of the Merger Agreement and Certain Other Agreements—Effects of the Merger; Directors and Officers; Certificate of Incorporation; Bylaws” below.

At the Effective Time, Purchaser will be merged with and into OSG, the separate existence of Purchaser will cease, and OSG will continue as the Surviving Corporation in the Merger. The common stock of OSG will be delisted and will no longer be traded on the NYSE, OSG’s obligation to file periodic reports under the Exchange Act will be suspended, and OSG will be privately held.

Except as disclosed in this Offer to Purchase, Parent and Purchaser do not have any present plan or proposal that would result in the acquisition by any person of additional securities of OSG, the disposition of securities of OSG, an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving OSG or any of its subsidiaries or the purchase, sale or transfer of a material amount of assets of OSG or any of its subsidiaries.

As provided in the Merger Agreement, at the Closing, Parent will repay, or cause to be repaid, the indebtedness of OSG and its subsidiaries under the Credit Agreements required to be repaid at Closing in accordance with the Payoff Letters. See “The Tender Offer—Section 11. Summary of the Merger Agreement and Certain Other Agreements—Repayment of Indebtedness.” Following the Effective Time, OSG will become a guarantor of Parent’s obligations under the Parent Credit Agreement and the Master Note Purchase Agreement. See “The Tender Offer—Section 9. Source and Amount of Funds.”

Parent, OSG and certain executive officers of OSG intend to negotiate in good faith new employment agreements between such executives, on the one hand, and Parent and OSG, on the other hand. See “The Tender Offer—Section 10. Background of the Offer; Contacts with OSG” and “The Tender Offer—Section 11. Summary of the Merger Agreement and Certain Other Agreements—Summary of the Good Reason Waivers.” Further, the Merger Agreement addresses various matters affecting compensation and benefits of OSG employees following the Effective Time, including the executive officers of OSG. See “The Tender Offer—Section 11. Summary of the Merger Agreement and Certain Other Agreements—Treatment of Outstanding Equity Awards” and “—Employee Matters.”

13.

CERTAIN EFFECTS OF THE OFFER.

Possible Effects of the Offer on the Market for the Shares; NYSE Listing. Immediately following consummation of the Offer and satisfaction or waiver (to the extent permitted by applicable law) of the conditions to the Merger, we expect to complete the Merger pursuant to applicable provisions of the DGCL, after which the OSG will continue as the Surviving Corporation in the Merger and as a wholly owned subsidiary of Parent. Immediately following the consummation of the Merger, the Shares will be delisted from the NYSE, OSG’s obligations to file periodic reports under the Exchange Act will be suspended, and OSG will be privately held. As a result, there will be no market for the Shares if the Offer and Merger are consummated.

Trading in the Shares will cease upon consummation of the Merger if trading has not ceased earlier as discussed above. See “The Tender Offer—Section 12. Purpose of the Offer and Plans for OSG.”

Exchange Act Registration. The Shares currently are registered under the Exchange Act. The purchase of the Shares pursuant to the Offer may result in the Shares becoming eligible for deregistration under the Exchange Act. Registration of the Shares may be suspended by OSG upon application to the SEC if the outstanding Shares are not listed on a “national securities exchange” and if there are fewer than 300 holders of record of Shares.

We intend to seek to cause OSG to apply for suspension of registration of the Shares as soon as possible after consummation of the Offer if the requirements for suspension of registration are met. Suspension of registration of the Shares under the Exchange Act would reduce the information required to be furnished by OSG to its stockholders and to the SEC and would make certain provisions of the Exchange Act (such as the short-swing profit recovery provisions of Section 16(b), the requirement of furnishing a proxy statement or information statement in connection with stockholders’ meetings or actions in lieu of a stockholders’ meeting pursuant to Sections 14(a) and 14(c) under the Exchange Act and the related requirement of furnishing an annual report on Form 10-K to stockholders) no longer applicable with respect to the Shares. In addition, if the Shares are no longer registered under the Exchange Act, the requirements of Rule 13e-3 under the Exchange Act with respect to “going private” transactions would no longer be applicable to OSG. Furthermore, the ability of “affiliates” of OSG and persons holding “restricted securities” of OSG to dispose of such securities pursuant to Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), may be impaired or eliminated. If registration of the Shares under the Exchange Act were suspended, the Shares would no longer be eligible for continued inclusion on the Board of Governors of the Federal Reserve System’s (the “Federal Reserve Board”) list of “margin securities” or eligible for stock exchange listing.

If registration of the Shares is not suspended prior to the Merger, then the registration of the Shares under the Exchange Act will be suspended following completion of the Merger.

Margin Regulations. The Shares are currently “margin securities” under the regulations of the Federal Reserve Board, which has the effect, among other things, of allowing brokers to extend credit using such Shares as collateral. Depending upon factors similar to those described above regarding listing and market quotations, following the Offer, the Shares may no longer constitute “margin securities” for the purposes of the margin regulations of the Federal Reserve Board, in which event the Shares would be ineligible as collateral for margin loans made by brokers.

14.

DIVIDENDS AND DISTRIBUTIONS.

In each of December 2023 and March 2024, OSG’s Board of Directors declared a cash dividend of $0.06 per Share. In the Annual Report, OSG stated that the declaration and timing of future cash dividends, if any, will be at the discretion of the OSG Board and will depend upon, among other things, OSG’s future operations and earnings, capital requirements, general financial condition, contractual restrictions, restrictions imposed by applicable law and such other factors as the OSG Board may deem relevant and that, in addition, OSG’s ability to pay cash dividends in the future may be limited by certain of OSG’s loan agreements. Under the terms of the Merger Agreement, OSG is not permitted to declare, set aside or pay any dividends on or make other distributions in respect of any of its capital stock or equity securities (other than dividends or distributions by a wholly owned subsidiary of OSG to OSG or to another wholly owned subsidiary of OSG), except that if the Offer Acceptance Time has not occurred on or prior to August 31, 2024, the OSG Board may declare and OSG may pay to holders of Shares in cash each regular quarterly dividend that would have otherwise been declared and paid after August 31, 2024 in an amount per Share not to exceed $0.06 per quarter and with record and payment dates consistent with past practice of OSG and corresponding distributions to the holders of Company Warrants in respect of the Shares into which the Company Warrants are exercisable. Stockholders are urged to obtain a current market quotation for the Shares. See “Section 11. Summary of the Merger Agreement and Certain Other Agreements.”

15.

CONDITIONS OF THE OFFER.

Purchaser’s obligation to accept for payment Shares tendered in the Offer is subject to the satisfaction or waiver of certain conditions. Purchaser will not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act (relating to Purchaser’s obligation to pay for or return tendered Shares promptly after the termination or withdrawal of the Offer), to pay for any Shares tendered pursuant to the Offer and, subject to the terms of the Merger Agreement, may delay the acceptance for payment of or payment for Shares or may terminate or amend the Offer, if, at any scheduled Expiration Date (as it may have been extended as described “The Tender Offer—Section 1. Terms of the Offer”):

(i)

The Minimum Condition shall not have been satisfied. The “Minimum Condition” means that the number of Shares validly tendered and “received” (within the meaning of Section 251(h) of the DGCL) and not validly withdrawn prior to the expiration of the Offer (excluding any Shares tendered pursuant to guaranteed delivery procedures that have not yet been “received” (within the meaning of Section 251(h) of the DGCL)), together with any Shares owned by Parent, Purchaser, or any of their respective affiliates as of the Expiration Date, equals at least one (1) Share more than a majority of all issued and outstanding Shares as of the Expiration Date, other than any Shares held in treasury by OSG as of the expiration of the Offer or any other Shares acquired by OSG prior to the expiration of the Offer; or

(ii)

any of the following conditions shall exist or shall have occurred and be continuing:

(A)

any governmental entity of competent jurisdiction shall have enacted or promulgated any law, rule or regulation after the date of the Merger Agreement or issued any order after the date of the Merger Agreement that is in effect as of such time and restrains, enjoins or otherwise prohibits the acquisition of or payment for the Shares pursuant to the Offer or consummation of the Merger;

(B)

(1) any representation or warranty of OSG set forth in Section 5.3(a) of the Merger Agreement shall not be true and correct in all respects, except for inaccuracies that are de minimis, as of the Offer Acceptance Time as if made at and as of the Offer Acceptance Time (except to the extent such representations and warranties speak as of a specified date, in which case they need only be true and correct as of such specified date), (2) any representation or warranty of OSG set forth in Section 5.1, the first sentence of Section 5.3(b), Section 5.21, and Section 5.22 of the Merger Agreement shall not be true and correct in all material respects as of the Offer Acceptance Time as if made at and as of the Offer Acceptance Time (except to the extent such representations and warranties speak as of a specified date, in which case they need only be true and correct as of such specified date) and (3) any representation or warranty of OSG set forth in Article V of the Merger Agreement (other than those set forth in Section 5.1, Section 5.3(a), the first sentence of Section 5.3(b), Section 5.21, and Section 5.22 of the Merger Agreement) shall not be true and correct (interpreted without giving effect to the words “materially” or “material” or to any qualifications based on such terms or based on the term “Company Material Adverse Effect”) as of the Offer Acceptance Time as if made at and as of the Offer Acceptance Time (except to the extent such representations and warranties speak as of a specified date, in which case they need only be true and correct as of such specified date), except where the failure of such representations and warranties to be true and correct, in the aggregate, does not constitute a Company Material Adverse Effect;

(C)

OSG shall have failed to perform or comply in all material respects with its agreements and covenants in the Merger Agreement that are required to be performed or complied with by it at or prior to the Offer Acceptance Time;

(D)

Parent and Purchaser shall have failed to receive from OSG a certificate, signed by an executive officer of OSG and dated as of the Offer Acceptance Time, to the effect that the Offer Conditions set forth in clauses (B) and (C) above and clause (E) below have been satisfied;

(E)

any Company Material Adverse Effect has occurred since the date of the Merger Agreement;

(F)

the waiting period (and any extension thereof) applicable to the Offer under the HSR Act shall not have expired or been terminated; or

(G)

the Merger Agreement has been terminated in accordance with its terms.

The foregoing conditions are for the sole benefit of Parent and Purchaser and, subject to the terms and conditions of the Merger Agreement and the applicable rules and regulations of the SEC, may be waived by Parent and Purchaser in whole or in part at any time and from time to time in their sole discretion (other than the Minimum Condition, which may only be waived with the prior written consent of OSG). In accordance with SEC rules and regulations, upon discovery of a condition that gives rise to termination of the Offer, Parent and Purchaser will undertake to promptly notify the OSG Stockholders of a decision to either terminate the Offer, or to waive the condition and proceed with the Offer.

16.

CERTAIN LEGAL MATTERS; REGULATORY APPROVALS; APPRAISAL RIGHTS.

General. Except as otherwise set forth in this Offer to Purchase, based on Parent’s and Purchaser’s review of publicly available filings by OSG with the SEC and other information regarding OSG, Parent and Purchaser are not aware of any licenses or other regulatory permits which appear to be material to the business of OSG and which might be adversely affected by the acquisition of Shares by Purchaser pursuant to the Offer or of any approval or other action by any governmental, administrative or regulatory agency or authority which would be required for the acquisition or ownership of Shares by Purchaser or Parent pursuant to the Offer. In addition, except as set forth below, Parent and Purchaser are not aware of any filings, approvals or other actions by or with any governmental body or administrative or regulatory agency that would be required for Parent’s and Purchaser’s acquisition or ownership of the Shares. Should any such approval or other action be required, Parent, Purchaser and OSG have agreed to use reasonable best efforts to, as expeditiously as reasonably practicable, (i) obtain all necessary permits, waivers, and actions or nonactions from governmental entities, and make all necessary registrations, filings and notifications (including filings with governmental entities), (ii) execute and deliver any additional instruments necessary to consummate the Offer and the Merger, and (iii) resolve questions or objections, if any, as may be asserted by a governmental entity with respect to the Merger Agreement. The parties currently expect that no such approval or action would be sought or taken. There can be no assurance that any such approval or action, if needed, would be obtained or, if obtained, that it will be obtained without substantial conditions; and there can be no assurance that, in the event that such approvals were not obtained or such other actions were not taken, adverse consequences might not result to OSG’s or Parent’s business or that certain parts of OSG’s or Parent’s business might not have to be disposed of or held separate. In such an event, we may not be required to purchase any Shares in the Offer. See “The Tender Offer—Section 15. Conditions of the Offer.”

Antitrust. Under the HSR Act and the related rules and regulations that have been promulgated thereunder by the FTC, certain acquisition transactions may not be consummated unless certain information and documentary materials have been furnished to the Antitrust Division and the FTC in Notification and Report Forms filed by acquiring and acquired persons, and certain waiting period requirements have been satisfied. The requirements of the HSR Act apply to the acquisition of Shares in the Offer and the Merger.

Under the HSR Act and the rules and regulations promulgated thereunder by the FTC, the waiting period for a cash tender offer is fifteen (15) days from the date of filing by the acquiring person. Historically, the Antitrust Division and the FTC would grant early termination of the waiting period for certain transactions upon request by the filing parties; however, the Antitrust Division and the FTC have suspended this practice, although it could be reinstated prior to closing. The waiting period may be lengthened if the acquiring person voluntarily withdraws and re-files its Notification and Report Form to allow a second 15-day waiting period, or if the reviewing agency issues a formal request for additional information and documentary material, in which case the waiting period expires ten (10) days after the date on which both parties have certified substantial compliance with such request. Parent and OSG intend to submit their respective HSR filings on June 10, 2024, in which case the 15-day waiting period would expire at 11:59 p.m. Eastern Time on June 25, 2024, unless otherwise extended.

The FTC and the Antitrust Division will consider the legality under the antitrust laws of the Purchaser’s proposed acquisition of Shares pursuant to the Offer. At any time before or after the consummation of any such transactions, the Antitrust Division or the FTC could take such action under the antitrust laws of the United States as it deems necessary or desirable in the public interest, including seeking a federal court order enjoining the transaction or, if Shares have already been acquired, requiring disposition of such Shares, or the divestiture of substantial assets of OSG, Purchaser, Parent or any of their respective subsidiaries or affiliates. Private parties and individual states of the United States may also bring legal actions under the antitrust laws of the United States or state antitrust laws seeking similar relief or seeking conditions to the completion of the Offer. While Parent and OSG do not believe that the consummation of the Offer and the Merger will violate applicable antitrust laws, there can be no assurance that a challenge to the Offer on antitrust grounds will not be made or, if a challenge is made, what the result will be. See “The Tender Offer—Section 15. Conditions of the Offer.”

Stockholder Approval Not Required. Assuming the Offer and the Merger are consummated in accordance with Section 251(h) of the DGCL, OSG has represented in the Merger Agreement that execution, delivery and performance of the Merger Agreement by OSG and the consummation by OSG of the Offer and the Merger have been duly validly authorized by all necessary corporate action on the part of OSG, and no other corporate proceedings on the part of OSG are necessary to authorize the Merger Agreement or to consummate the Offer and the Merger. Section 251(h) of the DGCL provides that approval by stockholders of a public constituent company in a merger is not required if certain requirements are met, including that: (i) the acquiring company consummates an offer for all of the outstanding stock of the company to be acquired that, absent Section 251(h) of the DGCL, would be entitled to vote on such merger, provided, however, among other things, that such offer may be conditioned on the tender of a minimum number or percentage of shares of stock, and such offer may exclude any “excluded stock” (as defined in Section 251(h) of the DGCL), which includes stock that is owned at the commencement of the offer by any person that owns, directly or indirectly, all of the outstanding stock of the corporation making the offer; (ii) immediately following the consummation of such tender offer, the stock irrevocably accepted for purchase pursuant to the offer, together with the stock otherwise owned by the consummating company and its affiliates and any “rollover stock” (as defined in Section 251(h) of the DGCL), equals at least such percentage of the stock of the company to be acquired that, absent Section 251(h) of the DGCL, would be required to adopt the merger agreement; and (iii) the stockholders at the time of the merger receive the same consideration for their stock in the merger as was payable in the tender offer. If the Minimum Condition is satisfied and we accept Shares for payment pursuant to the Offer, we will hold a sufficient number of Shares to ensure that OSG will not be required to submit the adoption of the Merger Agreement to a vote of its stockholders. Following the consummation of the Offer and subject to the satisfaction of the remaining conditions set forth in the Merger Agreement, Purchaser, Parent and OSG will take all necessary and appropriate action to effect the Merger as promptly as practicable without a meeting of stockholders of OSG in accordance with Section 251(h) the DGCL. See “The Tender Offer—Section 11. Summary of the Merger Agreement and Certain Other Agreements” and “The Tender Offer—Section 12. Purpose of the Offer and Plans for OSG.”

Takeover Laws. OSG is incorporated under the laws of the State of Delaware. In general, Section 203 of the DGCL prevents a Delaware corporation from engaging in a “business combination” (defined to include mergers and certain other actions) with an “interested stockholder” (including a person or group who owns or has the right to acquire 15% or more of a corporation’s outstanding voting stock) for a period of three years following the date such person became an “interested stockholder” unless, among other things, the “business combination” or the transaction in which the person became an “interested stockholder” is approved in a prescribed manner. However, OSG has opted out of Section 203 and therefore the provisions of Section 203 are inapplicable to OSG. In addition to Section 203 of the DGCL, a number of other states have adopted laws which purport, to varying degrees, to apply to attempts to acquire corporations that are incorporated in, or which have substantial assets, stockholders, principal executive offices or principal places of business or whose business operations otherwise have substantial economic effects in, such states. OSG, directly or through subsidiaries, conducts business in a number of states throughout the United States, some of which may have enacted such takeover laws. Except as described herein, we do not know whether any of these laws will, by their terms, apply to the Offer or the Merger, and we have not attempted to comply with any such laws.

OSG is not aware of any other state takeover laws or regulations that are applicable to the Transaction and has not attempted to comply with any state takeover laws or regulations. If any government official or third party seeks to apply any state takeover law to the Offer or the Merger, the OSG Board will grant such approvals and take such action are necessary so that the Transactions may be consummated as promptly as practicable on the terms contemplated by the Merger Agreement. If it is asserted that one or more state takeover statutes is applicable to the Offer or the Merger and an appropriate court does not determine that it is inapplicable or invalid as applied to the Offer or the Merger, we may be required to file certain information with, or to receive approvals from, the relevant state authorities or holders of Shares, and we may be unable to accept for payment or pay for Shares tendered pursuant to the Offer, or be delayed in continuing or consummating the Offer or the Merger. See “The Tender Offer—Section 15. Conditions of the Offer.”

Appraisal Rights. No appraisal rights are available to the holders of Shares in connection with the Offer. However, if the Offer is successful and the Merger is consummated, stockholders and beneficial owners of Shares of OSG who: (i) did not tender their Shares in the Offer (or who had tendered but subsequently validly withdrawn such tender, and not otherwise waived their appraisal rights); (ii) otherwise comply with the applicable requirements and procedures of Section 262 of the DGCL; and (iii) do not thereafter withdraw their demand for appraisal of such Shares or otherwise lose their appraisal rights, in each case in accordance with the DGCL, will be entitled to demand appraisal of their Shares and receive in lieu of the consideration payable in the Merger a cash payment equal to the “fair value” of their Shares exclusive of any element of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, in accordance with Section 262 of the DGCL, plus interest, if any, on the amount determined to be fair value. If you choose to demand appraisal rights in connection with the Merger and you properly demand and perfect such rights in accordance with Section 262 of the DGCL, you may be entitled to payment for your Shares based on a judicial determination of the fair value of your Shares plus interest, if any, on the amount determined to be fair value.

The following discussion is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262 of the DGCL, a copy of which may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. All references in Section 262 of the DGCL and in this summary to a (i) “stockholder” are to the record holder of Shares unless otherwise expressly noted herein, (ii) “beneficial owner” are to a person who is the beneficial owner of Shares held either in voting trust or by a nominee on behalf of such person, and (iii) “person” are to an individual, corporation, partnership, unincorporated association or other entity. Stockholders and beneficial owners of Shares should carefully review the full text of Section 262 of the DGCL as well as the information discussed herein. Stockholders and beneficial owners of Shares should assume that OSG will take no action to perfect any appraisal rights of any person.

Any stockholder or beneficial owner of Shares who desires to demand appraisal rights should review carefully Section 262 of the DGCL and is urged to consult his, her or its legal advisor before electing or attempting to demand such rights.

Under Section 262 of the DGCL, if a merger is approved under Section 251(h) of the DGCL, either a constituent corporation before the effective date of the merger, or the surviving corporation within 10 days thereafter, must notify each of the holders of any class or series of stock of such constituent corporation who are entitled to appraisal rights of the approval of the merger or consolidation and that appraisal rights are available for any or all shares of such class or series of stock of such constituent corporation, and shall include in such notice either a copy of Section 262 of the DGCL or information directing the stockholders to a publicly available electronic resource at which Section 262 of the DGCL may be accessed without subscription or cost. THE SCHEDULE 14D-9 CONSTITUTES THE FORMAL NOTICE OF APPRAISAL RIGHTS UNDER SECTION 262 OF THE DGCL. FAILURE TO FOLLOW THE STEPS REQUIRED BY SECTION 262 OF THE DGCL FOR EXERCISING AND PERFECTING APPRAISAL RIGHTS WILL RESULT IN THE LOSS OF SUCH RIGHTS.

As discussed in the Schedule 14D-9, stockholders and beneficial owners of Shares wishing to exercise the right to seek an appraisal of their Shares under Section 262 of the DGCL must do ALL of the following:

●

within the later of the consummation of the Offer (which will occur at the date and time of the acceptance for payment of Shares pursuant to and subject to the conditions of the Offer) and 20 days after the mailing of the Schedule 14D-9, deliver to OSG at the address indicated in the Schedule 14D-9 a written demand for appraisal of their Shares, which demand must reasonably inform OSG of the identity of the person making the demand and that the person is demanding appraisal and, in the case of a demand made by a beneficial owner of Shares, must also reasonably identify the holder of record of the Shares for which the demand is made, be accompanied by documentary evidence of such beneficial owner’s beneficial ownership of Shares and a statement that such documentary evidence is a true and correct copy of what it purports to be, and provide an address at which such beneficial owner consents to receive notices given by the surviving corporation and to be set forth on the verified list required by subsection (f) of Section 262 of the DGCL;

●

not tender his, her or its Shares pursuant to the Offer (or, if tendered, validly and subsequently withdraw such Shares prior to the time Parent accepts properly tendered Shares for purchase);

●

continuously hold of record or beneficially own, as applicable, the Shares from the date on which the written demand for appraisal is made through the Effective Time; and

●

otherwise timely and strictly comply with the procedures of Section 262 of the DGCL.

Any stockholder or beneficial owner of Shares who sells Shares in the Offer will not be entitled to demand appraisal rights with respect thereto but rather will receive the Offer Price, subject to the terms and conditions of the Merger Agreement, as well as the Offer to Purchase and related Letter of Transmittal, as applicable.

The preservation and demand of appraisal rights require strict and timely adherence to the applicable provisions of Delaware law which will be set forth in their entirety in the Schedule 14D-9. The foregoing discussion is not a complete statement of law pertaining to appraisal rights under Delaware law and is qualified in its entirety by reference to Delaware law, including without limitation, Section 262 of the DGCL, a copy of which may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262.

The information provided above is for informational purposes only with respect to your alternatives if the Merger is consummated. Any person who desires to demand appraisal rights should review carefully Section 262 of the DGCL and is urged to consult his, her or its legal advisor before electing or attempting to demand such rights. The foregoing summary does not constitute any legal or other advice nor does it constitute a recommendation that the OSG Stockholders or beneficial owners of Shares demand appraisal rights under Section 262 of the DGCL.

If you tender your Shares into the Offer, you will not be entitled to demand appraisal rights with respect to your Shares but, instead, subject to the conditions to the Offer, you will receive the Offer Price for your Shares.

Parent and Purchaser have made no arrangements in connection with the Offer to provide the OSG Stockholders access to our corporate files or to obtain counsel or appraisal services at our expense.

Going Private Transactions. The SEC has adopted Rule 13e-3 under the Exchange Act which is applicable to certain “going private” transactions and which may under certain circumstances be applicable to the Merger or another business combination following the purchase of Shares pursuant to the Offer in which the Purchaser seeks to acquire the remaining Shares not held by it. Rule 13e-3 will not be applicable to the Merger because (i) we were not, at the time the Merger Agreement was executed, and are not, an affiliate of OSG for purposes of the Exchange Act; (ii) it is anticipated that the Merger will be effected as soon as practicable after the consummation of the Offer (and in any event within one (1) year following the consummation of the Offer); and (iii), in the Merger, stockholders will receive the same price per Share as paid in the Offer.

Litigation. As of June 7, 2024, OSG has not received any complaints seeking to enjoin OSG from consummating or otherwise opposing the Offer or Merger, or any demand letters requesting corrective disclosure. Lawsuits may be filed against OSG and the OSG Board, and lawsuits may be filed against Parent and Purchaser, in connection with the Offer, the Merger and the related disclosures. Depending on the nature and materiality of the allegations, Parent and Purchaser will not, and understand that OSG will not, necessarily announce such filings.

17.

FEES AND EXPENSES.

Parent has retained the Depositary and Paying Agent and the Information Agent in connection with the Offer. The Depositary and Paying Agent and the Information Agent will receive customary compensation, reimbursement for reasonable out-of-pocket expenses and indemnification against certain liabilities in connection with the Offer, including certain liabilities under the federal securities laws.

As part of the services included in such retention, the Information Agent may contact holders of Shares by personal interview, mail, electronic mail, telephone, telex, telegraph and other methods of electronic communication and may request brokers, dealers, commercial banks, trust companies and other nominees to forward the Offer materials to beneficial holders of Shares.

Except as set forth above, neither Parent nor Purchaser will pay any fees or commissions to any broker or dealer or other person for soliciting tenders of Shares pursuant to the Offer. Brokers, dealers, commercial banks and trust companies will upon request be reimbursed by us for customary mailing and handling expenses incurred by them in forwarding the offering material to their customers.

OSG will incur its own fees and expenses in connection with the Transactions.

18.

MISCELLANEOUS.

The Offer is being made to all holders of the Shares. We are not aware of any jurisdiction in which the making of the Offer or the acceptance thereof would be prohibited by securities, “blue sky” or other valid laws of such jurisdiction. If we become aware of any U.S. state in which the making of the Offer or the acceptance of Shares pursuant thereto would not be in compliance with an administrative or judicial action taken pursuant to a U.S. state statute, we will make a good faith effort to comply with any such law. If, after such good faith effort, we cannot comply with any such law, the Offer will not be made to (nor will tenders be accepted from or on behalf of) the holders of Shares in such state. In any jurisdictions where applicable laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of Purchaser by one or more registered brokers or dealers licensed under the laws of such jurisdiction to be designated by Purchaser.

Parent and Purchaser have filed with the SEC the Schedule TO (including exhibits) in accordance with the Exchange Act, furnishing certain additional information with respect to the Offer, and may file amendments thereto. The Schedule TO and any amendments thereto, including exhibits, may be examined and copies may be obtained from the SEC in the manner set forth in “The Tender Offer—Section 7. Certain Information Concerning OSG—Available Information.”

The Offer does not constitute a solicitation of proxies for any meeting of the OSG Stockholders. Any solicitation of proxies which Purchaser or any of its affiliates might seek would be made only pursuant to separate proxy materials complying with the requirements of Section 14(a) of the Exchange Act.

No person has been authorized to give any information or make any representation on behalf of Parent or the Purchaser not contained in this Offer to Purchase or in the Letter of Transmittal and, if given or made, such information or representation must not be relied upon as having been authorized. No broker, dealer, bank, trust company, fiduciary or other person shall be deemed to be an agent of Parent, Purchaser, the Depositary and Paying Agent or the Information Agent for the purpose of the Offer. Neither delivery of this Offer to Purchase nor any purchase pursuant to the Offer will, under any circumstances, create any implication that there has been no change in the affairs of Parent, Purchaser, OSG or any of their respective subsidiaries since the date as of which information is furnished or the date of this Offer to Purchase.

Seahawk MergeCo., Inc.

Saltchuk Resources, Inc.

June 10, 2024

SCHEDULE A

INFORMATION CONCERNING MEMBERS OF THE BOARDS OF DIRECTORS AND THE EXECUTIVE OFFICERS OF PURCHASER, PARENT AND SALTCHUK HOLDINGS, INC. AND THEIR RESPECTIVE CONTROLLING CORPORATIONS

1.	Seahawk MergeCo., Inc.

Seahawk MergeCo, Inc. is a Delaware corporation with its business address at Seahawk MergeCo., Inc., c/o Saltchuk Resources, Inc., 450 Alaskan Way South, Suite 708, Seattle, Washington 98104. The business telephone number of Purchaser is (206) 652-1111. Purchaser is a wholly owned subsidiary of Parent. Purchaser was formed for the purpose of making a tender offer for any and all of the outstanding Shares of OSG and has not engaged, and does not expect to engage, in any business other than in connection with the Offer and the Merger. The following table sets forth information about the directors, executive officers, sole stockholder and ultimate parent corporation of Purchaser as of June 7, 2024.

Name, Position, Country of Citizenship or Jurisdiction of Incorporation		Present Principal Occupation or Employment; Material Positions Held During the Past Five Years
Mark N. Tabbutt President; Director United States		Mr. Mark Tabbutt serves as a Director and the President and Chairman of Parent and Saltchuk Holdings and as a Director and the President of Purchaser. Mr. Tabbutt began working at Saltchuk in 1995. He served as General Manager of Alaska for Totem Ocean Trailer Express from 1996 – 1999; President of Parent from 1999 – 2007; and was elected Chairman of Parent in 2007. He became a Director and the President and Chairman of Saltchuk Holdings upon its formation in December 2020. Mr. Tabbutt holds a Bachelor’s Degree from Whitman College, a Juris Doctor degree from the University of Puget Sound / Seattle University, and completed the Owner-President Managed Program, unit #32, of the Harvard Business School’s Executive Education Program.

Jerald W. Richards Treasurer & Assistant Secretary; Director United States		Mr. Jerald W. Richards serves as a Director and the Senior Vice President, Chief Financial Officer & Assistant Secretary of Parent, the Senior Vice President, Chief Financial Officer & Assistant Secretary of Saltchuk Holdings and as a Director and the Treasurer & Assistant Secretary of Purchaser. Prior to joining Parent and Saltchuk Holdings in 2023, Mr. Richards held the position of Vice President and Chief Financial Officer at PotlatchDeltic Corporation, a publicly traded company headquartered in Spokane, Washington, for a decade. He also worked at Weyerhaeuser Company for eleven years before that, including serving as the company’s Chief Accounting Officer for three years. Mr. Richards holds a Bachelor’s Degree from Lewis & Clark College in Portland.

David R. Stewart Secretary; Director United States		Mr. David R. Stewart serves as a Director and Senior Vice President, General Counsel, Chief Ethics Officer & Secretary of Parent, Senior Vice President, General Counsel, Chief Ethics Officer & Secretary of Saltchuk Holdings and as a Director and the Secretary of Purchaser. Mr. Stewart joined Parent in 2022 following a year of public service in Washington DC, where he served as General Counsel for the U.S. Senate Committee on Commerce, Science, and Transportation. Prior to that, Dave served as the Chief Investment Officer and General Counsel of Copper Leaf, a diversified family investment fund, from 2019 through 2021 and the EVP, General Counsel, and Strategic Advisor, Philanthropy for Vulcan from 2012 through 2018. Dave graduated from Harvard College and earned law degrees from the University of California, Berkeley, and the University of Edinburgh in Scotland.

Colleen Rosas Director United States		Ms. Colleen Rosas serves as a Director and the Senior Vice President, Human Resources of Parent, as a Director of Purchaser, and as Senior Vice President, Human Resources of Saltchuk Holdings. Ms. Rosas joined Parent in 2014 from subsidiary Foss Maritime where she served as the Vice President of Human Resources. She became the Senior Vice President, Human Resources of Saltchuk Holdings upon its formation in December 2020. Her professional background includes 20+ years of HR leadership in a variety of industries including retail, hospitality, manufacturing, architecture, and healthcare. Ms. Rosas joined the Saltchuk family of companies after spending four years with Swedish Health Services, where she provided strategic HR leadership for one of the largest physician groups in the U.S. Prior to joining Swedish, she was the Director of Human Resources for a large architectural firm, with offices throughout the United States and China. She has had the distinction of earning “Best Company to Work For” designations in many of her prior roles. Ms. Rosas received her Bachelor of Arts Degree in Business Administration with a concentration in Human Resources Management from Western Washington University, and is certified as a Senior Professional in Human Resources (SPHR).

Saltchuk Resources, Inc., a Washington corporation		Saltchuk Resources, Inc. is the parent and sole stockholder of Purchaser. Refer to “2. Saltchuk Resources, Inc.” below for further information.

Saltchuk Holdings, Inc., a Washington corporation		Saltchuk Holdings is the corporation ultimately in control of Purchaser.

The common business address and telephone number for all the directors and executive officers of Purchaser are as follows: Seahawk MergeCo, Inc., c/o Saltchuk Resources, Inc., 450 Alaskan Way South, Suite 708, Seattle, Washington 98104, (206) 652-1111.

2.	Saltchuk Resources, Inc.

Saltchuk Resources, Inc. is a Washington corporation with its business address at Saltchuk Resources, Inc., 450 Alaskan Way South, Suite 708, Seattle, Washington 98104. The business telephone number of Parent is (206) 652-1111. Parent, through its subsidiary business units and operating companies, provides air cargo, marine services, energy distribution, domestic shipping, international shipping and logistics services. The following table sets forth information about the directors, executive officers and sole shareholder of Parent as of June 7, 2024.

Name, Position, Country of Citizenship or Jurisdiction of Incorporation		Present Principal Occupation or Employment; Material Positions Held During the Past Five Years
Mark N. Tabbutt President and Chairman; Director United States		Refer to “1. Seahawk MergeCo, Inc.” above for further information.

Jerald W. Richards Senior Vice President, Chief Financial Officer & Assistant Secretary; Director United States		Refer to “1. Seahawk MergeCo, Inc.” above for further information.

David R. Stewart Senior Vice President, General Counsel, Chief Ethics Officer & Secretary; Director United States		Refer to “1. Seahawk MergeCo, Inc.” above for further information.

Colleen Rosas Senior Vice President, Human Resources; Director United States		Refer to “1. Seahawk MergeCo, Inc.” above for further information.

Brian Reid Vice President, Controller & Assistant Treasurer United States		Mr. Brian Reid serves as the Vice President, Controller & Assistant Treasurer of Parent and Saltchuk Holdings. Mr. Reid joined Parent and Saltchuk Holdings in 2021. He was previously the Corporate Controller of Saltchuk Marine from 2019 through 2021. Prior to Parent and Saltchuk Holdings, he worked at Esterline, a global aerospace manufacturer, in a variety of finance and accounting roles from 2009 through 2019. Mr. Reid graduated from Washington State University with a degree in accounting.

Christopher Coakley Vice President, Government Affairs United States		Mr. Christoper Coakley services as the Vice President, Government Affairs of Parent and Saltchuk Holdings. Prior to joining Parent in 2012 (and Saltchuk Holdings upon its formation in December 2020), Mr. Coakley spent four years as vice president of legislative affairs for the American Waterways Operators, an industry association representing the U.S. tugboat, towboat, and barge industry, and for the three prior years he served as vice president for AWO’s Atlantic Region. Before joining AWO, Mr. Coakley was a government affairs associate at the law firm of Preston Gates Ellis & Rouvelas Meeds. For three years immediately following college, he worked in the office of Democratic Leader Richard Gephardt (D-MO) in the House of Representatives. Mr. Coakley received his Master’s Degree in transportation policy, operations, and logistics from the School of Public Policy at George Mason University. A graduate of Colby College, he also studied at the London School of Economics and was an intern at the British Parliament. Following college graduation, he participated in the “Business Bridge” program in accounting, finance, and marketing at Dartmouth University’s Tuck School.

Elizabeth Joy Vice President, Finance & Treasurer United States		Ms. Elizabeth Joy serves as the Vice President, Finance & Treasurer of Parent and Saltchuk Holdings. Ms. Joy joined Parent in November 2023. Before joining Parent and Saltchuk Holdings, Ms. Joy gained broad finance experience through a career with companies such as Chase Manhattan Bank, Microsoft, Vulcan, and, most recently, Dell Technologies, where she served from 2014 through 2023. She has held progressive roles in banking, treasury, sales operations and finance, planning & analysis (FP&A). Ms. Joy is a Yale University graduate and earned her MBA at UC Berkeley’s Haas School of Business.

Saltchuk Holdings, Inc., a Washington corporation		Saltchuk Holdings is the corporation ultimately in control of Parent.

The common business address and telephone number for all the directors and executive officers of Parent are as follows: Saltchuk Resources, Inc., 450 Alaskan Way South, Suite 708, Seattle, Washington 98104, (206) 652-1111.

Saltchuk Holdings, Inc.

Saltchuk Holdings, Inc. is a Washington corporation with its business address at Saltchuk Holdings, Inc., c/o Saltchuk Resources, Inc., 450 Alaskan Way South, Suite 708, Seattle, Washington 98104. The business telephone number of Parent is (206) 652-1111. Saltchuk Holdings, Inc. is the holding company for Saltchuk Resources, Inc. and its subsidiaries. The following table sets forth information about the directors and executive officers of Saltchuk Holdings, Inc. as of June 7, 2024.

Name, Position, Country of Citizenship or Jurisdiction of Incorporation		Present Principal Occupation or Employment; Material Positions Held During the Past Five Years
Mark N. Tabbutt President and Chairman; Director United States		Refer to “1. Seahawk MergeCo., Inc.” above for further information.

Jerald W. Richards Senior Vice President, Chief Financial Officer & Assistant Secretary United States		Refer to “1. Seahawk MergeCo., Inc.” above for further information.

David R. Stewart Senior Vice President, General Counsel, Chief Ethics Officer & Secretary United States		Refer to “1. Seahawk MergeCo., Inc.” above for further information.

Colleen Rosas Senior Vice President, Human Resources United States		Refer to “1. Seahawk MergeCo., Inc.” above for further information.

Brian Reid Vice President, Controller & Assistant Treasurer United States		Refer to “2. Saltchuk Resources, Inc.” above for further information.

Christopher Coakley Vice President, Government Affairs United States		Refer to “2. Saltchuk Resources, Inc.” above for further information.

Elizabeth Joy Vice President, Finance & Treasurer United States		Refer to “2. Saltchuk Resources, Inc.” above for further information.

Scott Anderson Director United States		Mr. Scott Anderson serves as a Director of Saltchuk Holdings. Mr. Anderson has been a principal of Cedar Grove Partners, LLC, an investment and consulting/advisory partnership, since 1997, and a principal of Cedar Grove Investments, LLC, a private seed capital firm, since 1998. Prior to founding Cedar Grove, Mr. Anderson was with McCaw Cellular/AT&T Wireless, most recently as Senior Vice President of the Acquisitions and Development group. Before joining McCaw Cellular in 1986, he was engaged in private law practice. Scott received a bachelor’s degree in History from the University of Washington, magna cum laude, and a law degree from the University of Washington Law School, with the highest honors.

Timothy B. Engle Director United States		Mr. Timothy B. Engle serves as a Director of Saltchuk Holdings. He is a member of Vistage International and currently serves on the University of Washington Foster School of Business Dean’s Advisory Board and the board of The Commerce Bank of Washington. He served as President of Parent from 2007 to 2019. Before that, he was a Director of Foss Maritime Company and held positions in the San Francisco and Seattle offices. He also worked for TOTE Maritime Alaska for three years. Mr. Engle holds a B.A. in Communication Studies from Seattle University, an M.B.A. from the University of Washington, and completed the Owner/President Management Program of Executive Education at Harvard Business School.

Name, Position, Country of Citizenship or Jurisdiction of Incorporation		Present Principal Occupation or Employment; Material Positions Held During the Past Five Years

Daniel Stuart Fulton Director United States		Mr. Daniel Stuart Fulton serves as a Director of Saltchuk Holdings. Mr. Fulton served as CEO and director of Weyerhaeuser Company from 2008 through 2013, when he retired after nearly 38 years with the company. Prior to becoming Weyerhaeuser’s CEO, he served in a number of finance and real estate related positions, including president and CEO of Weyerhaeuser Real Estate Company, and president of Weyerhaeuser Realty Investors. During his Weyerhaeuser career, Mr. Fulton served on numerous boards related to the forest products and homebuilding industries. He is an executive fellow and past chair of the Policy Advisory Board of the Joint Center for Housing Studies at Harvard University, a member and past-chair of the Washington Roundtable, past-chair of the United Way of King County, and is a member of the Advisory Board for the Foster School of Business at the University of Washington. Mr. Fulton holds a BA in Economics from Miami University (Ohio), an MBA in finance from the University of Washington, and he completed the Stanford University Executive Program. From 1970 to 1974 he served on active duty as an officer in the U.S. Navy Supply Corps.

Leslie Paul Goldberg Director United States		Mr. Leslie Paul Goldberg serves as a Director of Saltchuk Holdings. Mr. Goldberg is the founder and CEO of Pure Audio, Inc., a leading broadcast audio production facility in Seattle since 1996. For the past 13 years, Mr. Goldberg has served on the board of directors for the Evergreen State College Foundation. He has served on the board of directors for TVW.org since 2006. Mr. Goldberg graduated from The Evergreen State College with a Bachelor of Arts degree; he later went on to complete the Executive Education Program at the University of Washington Foster School of Business.

Brandon Pedersen Director United States		Mr. Brandon Pedersen serves as a Director of Saltchuk Holdings. Mr. Pedersen retired from Alaska Airlines in 2020 after nearly 10 years as CFO and 16 years as a member of the executive team. He brings his experience as a public company CFO and a “Big 4” audit partner to the board in the areas of strategy, risk management, and governance. He is active in the Seattle area, serving on the board of Northwest Harvest, and as an adjunct faculty member at the UW Foster School of Business teaches about leadership and the role of the board. He earned his BA in Accounting and Economics from the University of Washington and is a licensed CPA.

Susan Mullaney Director United States		Ms. Susan Mullaney serves as a Director of Saltchuk Holdings. Ms. Mullaney currently serves as a Senior Advisor with The Boston Consulting Group, a position that she has held since 2023. She is the former President of Kaiser Permanente Washington, a nonprofit health plan providing high-quality, affordable health care to more than 681,000 members in Northwest, Central and Eastern Washington, Coastal and Olympic regions, and Puget Sound, where she served from 2016 through 2022. She served on the board of directors at the American Heart Association and the Oregon Hospital Association, where she served as board chairman in her final year. Ms. Mullaney received a master’s degree in Health Care Policy and Management from the University of Massachusetts, Amherst, and a bachelor’s degree from Eastern Connecticut State University. She is a member of the American College of Healthcare Executives. She represents Kaiser Permanente at the International Federation of Health Plans’ Executive Development Programme, which includes a respected cohort of global healthcare leaders.

Name, Position, Country of Citizenship or Jurisdiction of Incorporation		Present Principal Occupation or Employment; Material Positions Held During the Past Five Years

Nicole Piasecki Director United States		Ms. Nicole Piasecki serves as a Director of Saltchuk Holdings. Ms. Piasecki retired from Boeing in 2017 as the Vice President and General Manager of the Propulsion Systems Division of Boeing Commercial Airplanes. During 25 years with The Boeing Company, she held a number of senior roles, from Senior Vice President of Business Development & Strategic Integration to President of Boeing Japan. Ms. Piasecki is the Chairman of the Seattle University Board of Trustees and a member of the board of directors of Weyerhaeuser. She earned her Bachelor of Science in Mechanical Engineering from Yale University and an MBA from the Wharton School of Business at the University of Pennsylvania, which included studies at the Keio Business School in Japan.

Mark Sterrett Director United States		Mr. Mark Sterrett serves as a Director of Saltchuk Holdings. Mr. Sterrett is a Principal at Makai Advisory Services in Seattle, where he has served since 2019. Prior to that, he has worked at a variety of banks, including, most recently, MUFG Union Bank, N.A., where he served in 2019, and Bank of Hawaii, where he served in 2018 He brings to the board 15+ years of experience in corporate and commercial banking and deep knowledge of our companies as part of the Saltchuk Holdings shareholder group. Mr. Sterrett earned his BA in Accounting from the University of Denver, is a CPA, and has completed the Management Program at the University of Washington as well as the Corporate Governance program through Kellogg Executive Education. He is a board member for the Ronald McDonald House Charities of Western Washington.

Denise G. Tabbutt Director United States		Ms. Denise G. Tabbutt serves as a Director of Saltchuk Holdings. Ms. Tabbutt has served on the Saltchuk Holdings Board of Directors as the Chair of Saltchuk Holdings’ Governance Committee since Saltchuk Holdings’ formation in 2020, and held similar positions at Parent from 2007 through Saltchuk Holdings’ formation in 2020. She has also served on the Board of Directors for SeaBear Smokehouse since 1996. Committed to education and youth development, Ms. Tabbutt joined the board of Seattle Nativity School, an independent middle school serving low-income students in the Seattle area, in 2020. She served on the board of Seattle Preparatory School from 2011 to 2018 and the Board of Trustees at Westside School from 2001 to 2013. In addition, Ms. Tabbutt was on the Whitman College Board of Overseers from 2011 to 2015. She was named to the Board of Trustees for Whitman College in 2015. She also served on the Board of YouthCare, a non-profit organization dedicated to ending youth homelessness, from 2010 to 2014. Ms. Tabbutt received a Bachelor of Arts in Psychology and French from Whitman College in 1987 and completed Finance for Senior Executives and the Executive Education Program from Harvard Business School in 2002.

The common business address and telephone number for all the directors and executive officers of Saltchuk Holdings, Inc. are as follows: Saltchuk Holdings, Inc., 450 Alaskan Way South, Suite 708, Seattle, Washington 98104, (206) 652-1111.

4.	Security Ownership of Certain Beneficial Owners

As of May 19, 2024, Parent owned 15,203,554 Shares of OSG, or 21.1% of the outstanding Shares of OSG, based on 72,030,977 Shares outstanding as of May 16, 2024, excluding the Company Warrants exercisable for 507,535 Shares as of May 16, 2024.

None of the directors, executive officers, general partners, controlling persons, associates or majority-owned subsidiaries of Parent beneficially own any Shares or transacted in the Shares during the past 60 days.

The Letter of Transmittal and any other required documents should be sent by each stockholder of OSG or such stockholder’s broker, dealer, commercial bank, trust company or other nominee to the Depositary and Paying Agent as follows:

The Depositary and Paying Agent for the Offer is:

If delivering by hand, express mail, courier or other expedited service:

If delivering by mail:

Computershare Trust Company, N.A.

c/o Voluntary Corporate Actions

150 Royall Street, Suite V

Canton, MA 02021

Computershare Trust Company, N.A.

c/o Voluntary Corporate Actions

PO Box 43011

Providence, RI 02940-3011

Other Information:

Questions or requests for assistance or additional copies of this Offer to Purchase, the Letter of Transmittal, and the Schedule TO may be directed to the Information Agent at its location and telephone numbers set forth below. Stockholders may also contact their broker, dealer, commercial bank or trust company for assistance concerning the Offer.

The Information Agent for the Offer is:

Georgeson LLC

1290 Avenue of the Americas, 9^th Floor

New York, NY 10104

Stockholders, banks and brokers may call Georgeson LLC, the Information Agent for the Offer, toll-free at (866) 643-6206.

Exhibit (a)(1)(B)

Letter of Transmittal

To Tender Shares of Class A Common Stock of

OVERSEAS SHIPHOLDING GROUP, INC. (NYSE: OSG)

a Delaware corporation

AN OFFER PRICE OF $8.50 PER SHARE IN CASH

Pursuant to the Offer to Purchase

Dated June 10, 2024

SEAHAWK MERGECO., INC.,

a wholly owned subsidiary of

SALTCHUK RESOURCES, INC.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE ONE MINUTE AFTER 11:59 P.M., EASTERN TIME, ON JULY 9, 2024, UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED.

The Depositary and Paying Agent for the Offer Is:

By First Class, Registered or Certified Mail:

By Express or Overnight Delivery:

Computershare Trust Company, N.A.

c/o Voluntary Corporate Actions

PO Box 43011

Providence, RI 02940-3011

Computershare Trust Company, N.A.

c/o Voluntary Corporate Actions

150 Royall Street, Suite V

Canton, MA 02021

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY AND PAYING AGENT.

DESCRIPTION OF SHARES TENDERED
Name(s) and Address(es) of Holder(s) of Record (If blank, please fill in exactly as name(s) appear(s) on share certificate(s))	Shares Tendered (attach additional list, if necessary)
	Certificated Shares*		Book-Entry Shares
	Certificate Number(s) and/or Indicate Book-Entry*	Total Number of Shares Represented by Certificate(s) being Tendered*	Total Number of Book-Entry Shares Tendered










	Total Shares
* All shares of common stock represented by certificates described above will be deemed to have been tendered hereby. See Instruction 4.

Delivery of this Letter of Transmittal to an address other than as set forth above will not constitute a valid delivery to Computershare Inc. and Computershare Trust Company, N.A., the joint depositary and paying agent for the Offer (the “Depositary and Paying Agent”). You must sign this Letter of Transmittal in the appropriate space provided therefor below, with signature guaranteed, if required, and complete and sign the Internal Revenue Service (the “IRS”) Form W-9 included in this Letter of Transmittal, if the stockholder is a United States person. Stockholders who are not United States persons should submit a properly completed and signed IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or other appropriate IRS Form W-8. Failure to provide the information on IRS Form W-9, IRS Form W-8BEN, IRS Form W-8BEN-E or another appropriate IRS Form W-8, as applicable, may subject you to United States backup withholding on any payments made to you pursuant to the Offer (as defined below). The instructions set forth in this Letter of Transmittal should be read carefully before you tender any of your Shares (as defined below) into the Offer (as defined below).

ALL QUESTIONS REGARDING THE OFFER SHOULD BE DIRECTED TO THE INFORMATION AGENT, GEORGESON LLC, AT (866) 643-6206 OR AT THE ADDRESS SET FORTH ON THE BACK PAGE OF THIS LETTER OF TRANSMITTAL.

IF YOU WOULD LIKE ADDITIONAL COPIES OF THIS LETTER OF TRANSMITTAL OR ANY OF THE OTHER MATERIALS RELATED TO THE OFFER, YOU SHOULD CONTACT THE INFORMATION AGENT, GEORGESON LLC, AT (866) 643-6206.

PLEASE READ THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING THIS LETTER OF TRANSMITTAL.

The Offer is being made to all holders of the Shares. Purchaser is not aware of any jurisdiction in which the making of the Offer or the acceptance thereof would be prohibited by securities, “blue sky” or other valid laws or regulations of such jurisdiction. If Purchaser becomes aware of any U.S. state in which the making of the Offer or the acceptance of Shares pursuant thereto would not be in compliance with an administrative or judicial action taken pursuant to a U.S. state statute, Purchaser will make a good faith effort to comply with any such law or regulation. If, after such good faith effort, Purchaser cannot comply with any such law or regulation, the Offer will not be made to (nor will tenders be accepted from or on behalf of) the holders of Shares in such state. In any jurisdictions where applicable laws or regulations require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of Purchaser by one or more registered brokers or dealers licensed under the laws or regulations of such jurisdiction to be designated by Purchaser.

This Letter of Transmittal is being delivered to you in connection with the offer by Seahawk MergeCo., Inc., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Saltchuk Resources, Inc., a Washington corporation (“Parent”) to purchase all of the issued and outstanding shares of Class A common stock, par value $0.01 per share, (the “Shares”) of Overseas Shipholding Group, Inc. (NYSE: OSG) (“OSG”), for $8.50 per Share in cash, subject to applicable tax withholding and without interest (the “Offer Price”). You should use this Letter of Transmittal if you are tendering Shares represented by stock certificates or held in book-entry form on the books of OSG’s stock transfer agent, Computershare Transfer Agency (the “Transfer Agent”) (as described in the Summary Term Sheet of the Offer to Purchase and pursuant to the procedures set forth in “The Tender Offer—Section 3. Procedures for Tendering Shares” thereof).

The Offer expires at the Expiration Date. The term “Expiration Date” means one minute past 11:59 p.m., Eastern Time, on July 9, 2024, the date that is twenty (20) business days (as determined as set forth in Rule 14d-1(g)(3) under the Securities and Exchange Act of 1934, as amended) from commencement of the Offer, unless the expiration of the Offer is extended to a subsequent date in accordance with the terms of the Agreement and Plan of Merger, dated as of May 19, 2024, by and among OSG, Parent and Purchaser (together with any amendments or supplements thereto, the “Merger Agreement”), and the applicable rules and regulations of the Securities and Exchange Commission, in which case the term “Expiration Date” means the date and time to which the Expiration Date is so extended.

☐	CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED HEREWITH.

☐	CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY AND PAYING AGENT WITH DTC AND COMPLETE THE FOLLOWING (NOTE THAT ONLY FINANCIAL INSTITUTIONS THAT ARE PARTICIPANTS IN THE SYSTEM OF DTC MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):

Name of Tendering Institution:

DTC Participant Number:

Transaction Code Number:

NOTE: SIGNATURES MUST BE PROVIDED BELOW

PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

The undersigned hereby tenders to Seahawk MergeCo., Inc., a Delaware corporation (“Purchaser”), and a wholly owned subsidiary of Saltchuk Resources, Inc., a Washington corporation (“Parent”), the above described issued and outstanding shares of Class A common stock, par value $0.01 per share (the “Shares”), of Overseas Shipholding Group, Inc., a Delaware corporation (“OSG”), pursuant to Purchaser’s offer to purchase each outstanding Share that is validly tendered and not properly withdrawn for $8.50 per Share in cash, subject to applicable withholding tax and without interest (the “Offer Price”), upon the terms and subject to the conditions described in the Offer to Purchase, dated June 10, 2024 (together with any amendments or supplements thereto, the “Offer to Purchase”) and in this Letter of Transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal” which, together with the Offer to Purchase, as each may be amended and supplemented from time to time, collectively constitute the “Offer”), receipt of which is hereby acknowledged.

Upon the terms and subject to the conditions of the Offer (and if the Offer is extended or amended, the terms of any such extension or amendment), and effective upon acceptance for payment of the Shares validly tendered herewith and not properly withdrawn on or prior to the Expiration Date in accordance with the terms of the Offer, the undersigned hereby sells, assigns and transfers to or upon the order of Purchaser all right, title and interest in and to all of the Shares that are being tendered hereby (and any and all dividends, distributions, rights, other Shares or other securities issued or issuable in respect thereof on or after the date hereof (collectively, “Distributions”)) and irrevocably constitutes and appoints Computershare Inc. and Computershare Trust Company, N.A., the joint depositary and paying agent for the Offer (the “Depositary and Paying Agent”) the true and lawful agent and attorney-in-fact of the undersigned with respect to such Shares (and any and all Distributions), with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest in the Shares tendered by this Letter of Transmittal), to: (i) deliver certificates representing such Shares (the “Share Certificates”) (and any and all Distributions), or transfer ownership of such Shares (and any and all Distributions) on the account books maintained by The Depository Trust Company (“DTC”) or otherwise held in book-entry form, together, in any such case, with all accompanying evidences of transfer and authenticity, to or upon the order of Purchaser; (ii) present such Shares (and any and all Distributions) for transfer on the books of OSG; and (iii) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares (and any and all Distributions), all in accordance with the terms and subject to the conditions of the Offer.

By executing this Letter of Transmittal (or taking action resulting in the delivery of an Agent’s Message, as defined in “The Tender Offer—Section 3. Procedures for Tendering Shares” of the Offer to Purchase), the undersigned hereby irrevocably appoints each of the designees of Purchaser as the attorneys-in-fact and proxies of the undersigned, each with full power of substitution, to the full extent of such stockholder’s rights with respect to the Shares tendered hereby and with respect to any and all Distributions in respect of such Shares, subject to, and effective upon, acceptance for payment of the Shares validly tendered herewith and not properly withdrawn prior to the Expiration Date in accordance with the terms of the Offer. The designees of Purchaser will, with respect to such Shares and Distributions, be empowered to exercise all voting and any other rights of such stockholder, as they, in their sole discretion, may deem proper at any annual, special, adjourned or postponed meeting of the OSG’s stockholders, by written consent in lieu of any such meeting or otherwise. This appointment will be effective if and when, and only to the extent that, Purchaser accepts such Shares tendered with this Letter of Transmittal for payment pursuant to the Offer. This power of attorney and proxy are irrevocable and are granted in consideration of the acceptance for payment of such Shares in accordance with the terms of the Offer. Upon the effectiveness of the appointment herein, without further action, all prior powers of attorney, consents and proxies granted by the undersigned at any time with respect to such Shares (and any and all Distributions) will be revoked, and no subsequent powers of attorney, proxies, and consents may be given by the undersigned with respect thereto (and, if given, will not be deemed effective). Purchaser reserves the right to require that, in order for the Shares to be deemed validly tendered, immediately upon Purchaser’s acceptance for payment of such Shares, Purchaser or its designees must be able to exercise full voting, consent and other rights to the extent permitted under applicable law with respect to such Shares (and any and all Distributions), including voting at any meeting of OSG stockholders or executing a written consent concerning any matter.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer any and all of the Shares tendered hereby (and any and all Distributions) and that, when the same are accepted for payment by Purchaser, Purchaser will acquire good, marketable and unencumbered title to such Shares (and such Distributions), free and clear of all liens, restrictions, charges and encumbrances and the same will not be subject to any adverse claims. The undersigned hereby represents and warrants that the undersigned is the registered owner of the Shares, or the Share Certificates have been endorsed to the undersigned in blank, or the undersigned is a participant in DTC whose name appears on a security position listing as the owner of the Shares. The undersigned will, upon request, execute and deliver any additional documents deemed by the Depositary and Paying Agent or Purchaser to be necessary or desirable to complete the sale, assignment and transfer of the Shares tendered hereby (and any and all Distributions). In addition, the undersigned shall remit and transfer promptly to the Depositary and Paying Agent for the account of Purchaser all Distributions in respect of any and all of the Shares tendered hereby, accompanied by appropriate documentation of transfer, and, pending such remittance and transfer or appropriate assurance thereof, Purchaser shall be entitled to all rights and privileges as owner of each such Distribution and may withhold the entire Offer Price of the Shares tendered hereby or deduct from such Offer Price the amount or value of such Distribution as determined by Purchaser in its sole discretion.

All authority conferred or agreed to be conferred pursuant to this Letter of Transmittal shall not be affected by, and shall survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, successors and assigns of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable.

It is understood that the undersigned will not receive payment for the Shares unless and until the Shares are accepted for payment and until the Share Certificates are received by the Depositary and Paying Agent at the address set forth above, together with such additional documents as the Depositary and Paying Agent may require, or, in the case of Shares held in book-entry form, ownership of Shares is validly transferred on the account books maintained by DTC, and until the same are processed for payment by the Depositary and Paying Agent.

THE METHOD OF DELIVERY OF SHARES, THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH DTC, IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. DELIVERY OF ALL SUCH DOCUMENTS WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY AND PAYING AGENT (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). IF SUCH DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT ALL SUCH DOCUMENTS BE SENT BY PROPERLY INSURED REGISTERED MAIL WITH RETURN RECEIPT REQUESTED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

The undersigned understands that the valid tender of Shares pursuant to any of the procedures described in the Offer to Purchase and in the instructions hereto will constitute the undersigned’s acceptance of the terms and conditions of the Offer. Purchaser’s acceptance of such Shares for payment will constitute a binding agreement between the undersigned and Purchaser upon the terms and subject to the conditions of the Offer (and if the Offer is extended or amended, the terms and conditions of such extension or amendment). The undersigned recognizes that under certain circumstances set forth in the Offer, Purchaser may not be required to accept for payment any Shares tendered hereby.

Unless otherwise indicated under “Special Payment Instructions,” please issue the check for the Offer Price in the name(s) of, and/or issue any Share Certificates representing Shares not tendered or accepted for payment to, the registered owner(s) appearing under “Description of Shares Tendered.” Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail the check for the Offer Price and/or return any Share Certificates representing Shares not tendered or accepted for payment (and accompanying documents, as appropriate) to the address(es) of the registered owner(s) appearing under “Description of Shares Tendered.” In the event that both the Special Delivery Instructions and the Special Payment Instructions are completed, please issue the check for the Offer Price and/or issue any Share Certificates representing Shares not tendered or accepted for payment in the name(s) of, and deliver such check and/or return such Share Certificates (and accompanying documents, as appropriate) to, the person or persons so indicated. Unless otherwise indicated under “Special Payment Instructions,” please credit any Shares tendered hereby or by an Agent’s Message and delivered by book-entry transfer, but which are not purchased, by crediting the account at DTC designated above. The undersigned recognizes that Purchaser has no obligation pursuant to the Special Payment Instructions to transfer any Shares from the name of the registered owner thereof if Purchaser does not accept for payment any of the Shares so tendered.

SPECIAL PAYMENT INSTRUCTIONS		SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 4, 5, 6 and 7)		(See Instructions 1, 4, 5, 6 and 7)
To be completed ONLY if Share Certificate(s) not tendered or not accepted for payment and/or the check for the Offer Price for Shares accepted for payment are to be issued in the name of someone other than the undersigned or if Shares tendered by book-entry transfer which are not accepted for payment are to be returned by credit to an account maintained at DTC other than that designated above.		To be completed ONLY if Share Certificate(s) not tendered or not accepted for payment and/or the check for the Offer Price for Shares accepted for payment is to be sent to someone other than the undersigned or to the undersigned at an address other than that shown above.

Issue: ☐ Check and/or ☐ Share Certificates to:		Deliver: ☐ Check(s) and/or ☐ Share Certificates to:

Name: _________________________________________		Name: _________________________________________
(Please Print)		(Please Print)

Address:		Address:
__________________________		__________________________
______________________________________		____________________________________
(Include Zip Code)		(Include Zip Code)


(Tax Identification or Social Security Number)

IMPORTANT

STOCKHOLDER: YOU MUST SIGN BELOW

(U.S. Holders: Please complete and return the IRS Form W-9 included below)

(Non-U.S. Holders: Please obtain, complete and return appropriate IRS Form W-8BEN or Other Applicable IRS Form W-8)

_____________________________________________________________________________________________

(Signature(s) of Holder(s) of Shares)

Dated: ______________, 2024

Name(s):

(Please Print)

Capacity (Full Title) (See Instruction 5):

_______________________________________________________________________________________________

Address:

(Include Zip Code)

Area Code and Telephone No.:

_______________________________________________________________________________________________

Tax Identification No. (e.g., Social Security No.) (See IRS Form W-9 included below):

_______________________________________________________________________________________________

(Must be signed by registered holder(s) exactly as name(s) appear(s) on a security position listing and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 5. For information concerning signature guarantees, see Instruction 1.)

Guarantee of Signature(s)

(If Required-See Instructions)

[Place Stamp Here]

Authorized Signature:

Name:

(Please Print)

Name of

Firm:___________________________________________________________________________________________

Address:

(Include Zip Code)

Area Code and Telephone No.:

_______________________________________________________________________________________________

Dated: , 2024

INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

1. GUARANTEE OF SIGNATURES. No signature guarantee is required on this Letter of Transmittal: (a) if this Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Instruction, includes any participant in DTC’s systems whose name appears on a security position listing as the owner of the Shares) of Shares tendered herewith, unless such registered holder has completed either the box entitled “Special Payment Instructions” or the box entitled “Special Delivery Instructions” on this Letter of Transmittal; or (b) if such Shares are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a member in good standing of a recognized Medallion Program approved by the Securities Transfer Association, Inc., including the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program and the Stock Exchanges Medallion Program (each, an “Eligible Institution”). In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 5. If the Share Certificates are registered in the name of a person other than the signer of this Letter of Transmittal, or if payment is to be made or Share Certificates not tendered or accepted for payment are to be issued or returned to a person other than the registered owner of the Share Certificates surrendered, then the tendered Share Certificates must be registered or accompanied by appropriate stock powers, in either case, signed exactly as the name or names of the registered owner(s) or holder(s) appear on the Share Certificates, with the signatures on the Share Certificates or stock powers guaranteed as described above. See Instruction 5. If Share Certificates representing Shares are forwarded separately to the Depositary and Paying Agent, a properly completed and duly executed Letter of Transmittal must accompany each delivery of the Share Certificates.

2. REQUIREMENTS OF TENDER. This Letter of Transmittal must be completed by stockholders that are tendering Shares represented by Share Certificates or held in book-entry form on the books of the Transfer Agent, or if the Shares are being tendered pursuant to the procedures for book-entry transfer as set forth in “The Tender Offer—Section 3. Procedures for Tendering Shares” of the Offer to Purchase, unless, in the case of Shares held or transferred in book-entry form, an Agent’s Message is being delivered to the Depositary and Paying Agent in lieu of this Letter of Transmittal. Payment for Shares accepted for payment pursuant to the Offer will in all cases only be made after timely receipt by the Depositary and Paying Agent of (i) to the extent the Shares are not already held with the Depositary and Paying Agent, Share Certificates or a Book-Entry Confirmation (as defined in the Offer to Purchase) pursuant to the procedures set forth in “The Tender Offer—Section 3. Procedures for Tendering Shares” of the Offer to Purchase, (ii) this Letter of Transmittal, properly completed and duly executed, with any required signature guarantees and (iii) any other documents required by this Letter of Transmittal or the Depositary and Paying Agent, in each case prior to the Expiration Date. Under no circumstances will Purchaser pay interest on the Offer Price, regardless of any extension of the Offer or any delay in making such payment. If your Shares are held in street name (i.e., through a broker, dealer, commercial bank, trust company or other nominee), your Shares can be tendered by your nominee by book-entry transfer through the Depositary and Paying Agent.

The term “Agent’s Message” means a message transmitted by DTC to, and received by, the Depositary and Paying Agent and forming part of a Book-Entry Confirmation, that states that DTC has received an express acknowledgment from the participant in DTC tendering the Shares that are the subject of such Book-Entry Confirmation that such participant has received and agrees to be bound by the terms of this Letter of Transmittal, and that Purchaser may enforce such agreement against such participant.

Delivery of documents to DTC in accordance with DTC’s procedures does not constitute delivery to the Depositary and Paying Agent.

No alternative, conditional or contingent tenders will be accepted and no fractional Shares will be purchased. By executing this Letter of Transmittal, the tendering stockholder waives any right to receive any notice of the acceptance for payment of Shares.

3. INADEQUATE SPACE. If the space provided herein is inadequate, the Share Certificate numbers and/or the number of Shares tendered should be listed on a separate signed schedule attached hereto.

4. PARTIAL TENDERS (APPLICABLE TO CERTIFICATED STOCKHOLDERS ONLY). If fewer than all the Shares evidenced by any Share Certificate delivered to the Depositary and Paying Agent are to be tendered, stockholders should contact the Transfer Agent by phone at 1-800-546-5141 (toll free in the United States) to arrange to have such Share Certificate divided into separate Share Certificates representing the number of shares to be tendered and the number of shares to not be tendered. The stockholder should then tender the Share Certificate representing the number of Shares to be tendered as set forth in this Letter of Transmittal. All Shares represented by Share Certificates delivered to the Depositary and Paying Agent will be deemed to have been tendered.

5. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS.

	(a)	Joint Holders. If any of the Shares tendered hereby are held of record by two or more persons, all such persons must sign this Letter of Transmittal.

	(b)	Evidence of Fiduciary or Representative Capacity. If this Letter of Transmittal or any Share Certificates or stock powers is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other legal entity or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to the Depositary and Paying Agent of the authority of such person so to act must be submitted. Proper evidence of authority includes a power of attorney, a letter of testamentary or a letter of appointment.

	(c)	Certificated Shares. If this Letter of Transmittal is signed by the holder(s) of record of the Shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the Share Certificate(s) without alteration or any other change whatsoever. If this Letter of Transmittal is signed by the holder(s) of record of the Shares listed and transmitted hereby, no endorsements of Share Certificates or separate stock powers are required unless payment is to be made to, or Share Certificates representing Shares not tendered or accepted for payment are to be issued in the name of, a person other than the holder(s) of record, in which case the Share Certificates representing the Shares tendered by this Letter of Transmittal must be endorsed or accompanied by appropriate stock powers, in either case, signed exactly as the name(s) of the holder(s) of record appear(s) on the Share Certificates. Signatures on such Share Certificates or stock powers must be guaranteed by an Eligible Institution. If this Letter of Transmittal is signed by a person other than the holder(s) of record of the Share(s) listed, the Share Certificate(s) must be endorsed or accompanied by the appropriate stock powers, in either case, signed exactly as the name or names of the holder(s) of record appear(s) on the Share Certificate(s). Signatures on such Share Certificates or stock powers must be guaranteed by an Eligible Institution.

6. STOCK TRANSFER TAXES. Except as otherwise provided in this Instruction 6, Parent or Purchaser (each as defined in the Merger Agreement) will pay all stock transfer taxes with respect to the transfer and sale of any Shares pursuant to the Offer (for the avoidance of doubt, transfer taxes do not include U.S. federal income taxes or withholding taxes). If, however, consideration is to be paid to any person(s) other than the registered holder(s), Parent and Purchaser will not be responsible for any stock transfer or similar taxes (whether imposed on the registered holder(s) or such other person(s) or otherwise) payable on account of the transfer to such other person(s) and no consideration shall be paid in respect of such Share(s) unless evidence of the payment of such taxes, or the inapplicability of such taxes, is submitted.

7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check is to be issued for the Offer Price of any Shares tendered by this Letter of Transmittal or if Share Certificate(s) representing Shares not tendered or accepted for payment are to be issued in the name of any person(s) other than the signer(s) of this Letter of Transmittal, or if a check for the Offer Price is to be mailed or if Share Certificate(s) representing Shares not tendered or accepted for payment (and accompanying documents, as appropriate) are to be returned to any person(s) other than the signer(s) of this Letter of Transmittal or an address other than that shown in this Letter of Transmittal, the appropriate boxes on this Letter of Transmittal must be completed.

8. TAX WITHHOLDING. Under U.S. federal income tax laws, the Depositary and Paying Agent may be required to backup withhold a portion of the amount of any payments made to certain stockholders (or other payees) pursuant to the Offer, as applicable. To avoid such backup withholding, each tendering stockholder (or other payee) that is or is treated as a United States person (for U.S. federal income tax purposes) and that does not otherwise establish an exemption from U.S. federal backup withholding should complete and return the attached Internal Revenue Service (“IRS”) Form W-9, certifying that such stockholder (or other payee) is a United States person, that the taxpayer identification number (“TIN”) provided is correct, and that such stockholder (or other payee) is not subject to backup withholding.

Certain stockholders and other payees (including, among others, corporations, non-resident foreign individuals and foreign entities) generally are not subject to these backup withholding and reporting requirements if they properly demonstrate eligibility for exemption. Exempt United States persons should indicate their exempt status on IRS Form W-9. Exempt non-United States persons should complete, sign, and submit to the Depositary and Paying Agent the appropriate IRS Form W-8. The appropriate IRS Form W-8 may be downloaded from the Internal Revenue Service’s website at the following address: www.irs.gov. Failure to complete the IRS Form W-9 or the appropriate IRS Form W-8 will not, by itself, cause Shares to be deemed invalidly tendered, but may require the Depositary and Paying Agent to withhold a portion of the amount of any payments made of the Offer Price pursuant to the Offer.

Tendering stockholders (or other payees) should consult their tax advisors as to any qualification for exemption from backup withholding, and the procedure for obtaining the exemption.

NOTE: FAILURE TO COMPLETE AND RETURN THE IRS FORM W-9 (OR APPROPRIATE IRS FORM W-8, AS APPLICABLE) MAY RESULT IN BACKUP WITHHOLDING OF A PORTION OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE “IMPORTANT U.S. TAX INFORMATION” SECTION BELOW.

9. IRREGULARITIES. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by Purchaser, in its sole discretion, which determination shall be final and binding on all parties. However, stockholders may challenge Purchaser’s determinations in a court of competent jurisdiction. Purchaser reserves the absolute right to reject any and all tenders determined by Purchaser not to be in proper form or the acceptance for payment of or payment for which may, in Purchaser’s opinion, be unlawful. Purchaser also reserves the absolute right to waive any defect or irregularity in the tender of any Shares of any particular stockholder, whether or not similar defects or irregularities are waived in the case of other stockholders. No tender of Shares will be deemed to have been validly made until all defects and irregularities relating thereto have been waived or cured. None of Parent, Purchaser, or any of their respective affiliates or assigns, the Depositary and Paying Agent, the Information Agent or any other person will be under any duty to give notice of any defects or irregularities in tenders or incur any liability for failure to give any such notice. Purchaser’s interpretation of the terms and conditions of the Offer (including this Letter of Transmittal and the instructions thereto and any other documents related to the Offer) will be final and binding, subject to the rights of the tendering holders of Shares to challenge Purchaser’s determination in a court of competent jurisdiction.

10. QUESTIONS AND REQUESTS FOR ADDITIONAL COPIES. The Information Agent may be contacted at the address and telephone number set forth on the last page of this Letter of Transmittal for questions and/or requests for additional copies of the Offer to Purchase, this Letter of Transmittal and other tender offer materials. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance. Such copies will be furnished promptly at Purchaser’s expense.

11. LOST, STOLEN OR DESTROYED SHARE CERTIFICATES. If any Share Certificate has been lost, stolen or destroyed, you should promptly notify the Transfer Agent at 1-800-546-5141 (toll free in the United States). You will then be instructed as to the steps that must be taken in order to replace such Share Certificates. You may be required to post a bond to secure against the risk that the Share Certificates may be subsequently recirculated. You are urged to contact the Transfer Agent immediately in order to receive further instructions and for a determination of whether you will need to post a bond and to permit timely processing of this documentation. This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, stolen or destroyed Share Certificates have been followed.

12. WAIVER OF CONDITIONS. Subject to the terms and conditions of the Merger Agreement and the applicable laws, the conditions to the Offer may be waived by Purchaser in whole or in part at any time and from time to time in its sole discretion.

A BOOK-ENTRY CONFIRMATION INTO THE DEPOSITARY AND PAYING AGENT’S ACCOUNT AT DTC, AS WELL AS THIS LETTER OF TRANSMITTAL, PROPERLY COMPLETED AND DULY EXECUTED, WITH ANY REQUIRED SIGNATURE GUARANTEES, OR AN AGENT’S MESSAGE (IF UTILIZED IN LIEU OF THIS LETTER OF TRANSMITTAL), AND ANY OTHER DOCUMENTS REQUIRED BY THIS LETTER OF TRANSMITTAL, MUST BE RECEIVED BEFORE THE EXPIRATION DATE.

IMPORTANT TAX INFORMATION

Under federal income tax law, a stockholder who is a United States person surrendering Shares must, unless an exemption applies, provide the Depositary and Paying Agent (as payer) with the stockholder’s correct TIN on IRS Form W-9, a copy of which is included in this Letter of Transmittal. If the stockholder is an individual, then the stockholder’s TIN is generally such stockholder’s Social Security number. If the correct TIN is not provided, then the stockholder may be subject to a penalty imposed by the IRS and payments of cash to the stockholder (or other payee) pursuant to the Offer may be subject to U.S. federal backup withholding (currently imposed at a rate of 24%).

Certain stockholders (including, among others, certain corporations and certain foreign individuals and entities) generally are not subject to backup withholding and reporting requirements if they properly demonstrate eligibility for exemption. Exempt United States persons should furnish their TIN, provide the applicable information on the IRS Form W-9 and sign, date and return the IRS Form W-9 to the Depositary and Paying Agent in order to avoid erroneous backup withholding. See the instructions enclosed with the IRS Form W-9 included in this Letter of Transmittal for additional instructions. In order for an exempt stockholder who is not a United States person to avoid backup withholding, such person should complete, sign and submit an appropriate IRS Form W-8 signed under penalties of perjury, attesting to his, her or its exempt status. IRS Forms W-8 can be obtained from the Depositary and Paying Agent, or from the IRS website (www.irs.gov). Such stockholders should consult a tax advisor to determine which version of IRS Form W-8 is appropriate.

If backup withholding applies, the Depositary and Paying Agent is required to withhold and pay over to the IRS a portion of any payment made to a stockholder. Backup withholding is not an additional tax. If backup withholding results in an overpayment of taxes, a refund may be obtained from the IRS provided the required information is timely provided to the IRS.

Purpose of IRS Form W-9

To prevent backup withholding on payments that are made to a stockholder with respect to Shares purchased pursuant to the Offer, the stockholder is required to notify the Depositary and Paying Agent of the stockholder’s correct TIN by completing the IRS Form W-9 included in this Letter of Transmittal certifying that (1) the TIN provided on the IRS Form W-9 is correct (or that such stockholder is awaiting a TIN), (2) the stockholder is not subject to backup withholding because (i) the stockholder is exempt from backup withholding, (ii) the stockholder has not been notified by the IRS that the stockholder is subject to backup withholding as a result of a failure to report all interest and dividends or (iii) the IRS has notified the stockholder that the stockholder is no longer subject to backup withholding, and (3) the stockholder is a United States person.

What Number to Give the Depositary and Paying Agent

The tendering stockholder is required to give the Depositary and Paying Agent the TIN, generally the Social Security number or employer identification number, of the record holder of all Shares tendered hereby. If such Shares are in more than one name or are not in the name of the actual owner, consult the instructions enclosed with the IRS Form W-9 included in this Letter of Transmittal for additional guidance on which number to report. If the tendering stockholder has not been issued a TIN and has applied for a number, such stockholder should write “Applied For” in the space for the TIN on the IRS Form W-9, sign and date the IRS Form W-9 and sign and date the Certificate of Awaiting Taxpayer Identification Number below. If the tendering stockholder writes “Applied For” in the space for the TIN and the Depositary and Paying Agent is not provided with a TIN by the time of payment, the Depositary and Paying Agent will withhold a portion of all payments of the Offer Price, which will be refunded if a TIN is provided to the Depositary and Paying Agent within sixty (60) days of the Depositary and Paying Agent’s receipt of the Certificate of Awaiting Taxpayer Identification Number. If the Depositary and Paying Agent is provided with an incorrect TIN in connection with such payments, then the stockholder may be subject to a penalty imposed by the IRS.

NOTE: FAILURE BY A UNITED STATES PERSON TO COMPLETE AND RETURN THE IRS FORM W-9 INCLUDED IN THIS LETTER OF TRANSMITTAL MAY RESULT IN BACKUP WITHHOLDING OF A PORTION OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE INSTRUCTIONS ENCLOSED WITH THE IRS FORM W-9 INCLUDED IN THIS LETTER OF TRANSMITTAL FOR ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE “APPLIED FOR” IN THE SPACE FOR THE TIN ON THE IRS FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate IRS Center or Social Security Administration Office, or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, a portion of all reportable payments made to me will be withheld, but that such amounts will be refunded to me if I then provide a Taxpayer Identification Number within sixty (60) days.

Signature

Date

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The Depositary and Paying Agent for the Offer Is:

By First Class, Registered or Certified Mail:

By Express or Overnight Delivery:

Computershare Trust Company, N.A.

c/o Voluntary Corporate Actions

PO Box 43011

Providence, RI 02940-3011

Computershare Trust Company, N.A.

c/o Voluntary Corporate Actions

150 Royall Street, Suite V

Canton, MA 02021

Georgeson LLC (the “Information Agent”) may be contacted at its address and telephone number listed below for questions and/or requests for additional copies of the Offer to Purchase, this Letter of Transmittal and other tender offer materials. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance. Such copies will be furnished promptly at Purchaser’s expense.

The Information Agent for the Offer is:

1290 Avenue of the Americas, 9^th Floor

New York, NY 10104

Shareholders, Banks and Brokers

Call Toll Free: (866) 643-6206

Exhibit (a)(1)(C)

Offer to Purchase

All Outstanding Shares of Class A Common Stock of

OVERSEAS SHIPHOLDING GROUP, INC. (NYSE: OSG)

a Delaware corporation

AN OFFER PRICE OF $8.50 PER SHARE IN CASH

Pursuant to the Offer to Purchase

Dated June 10, 2024

SEAHAWK MERGECO., INC.,

a wholly owned subsidiary of

SALTCHUK RESOURCES, INC.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE ONE MINUTE AFTER 11:59 P.M., EASTERN TIME, ON JULY 9, 2024, UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED.

June 10, 2024

To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

We have been engaged by Seahawk MergeCo., Inc., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Saltchuk Resources, Inc., a Washington corporation (“Parent”), to act as Information Agent in connection with Purchaser’s offer to purchase all of the issued and outstanding shares of Class A common stock, par value $0.01 per share (the “Shares”), of Overseas Shipholding Group, Inc., a Delaware corporation (NYSE: OSG) (“OSG”), for $8.50 per Share in cash ( the “Offer Price”) upon the terms and subject to the conditions described in the Offer to Purchase (together with any amendments or supplements thereto, the “Offer to Purchase”) and in the related Letter of Transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”) enclosed herewith. Please furnish copies of the enclosed materials to those of your clients for whom you hold Shares registered in your name or in the name of your nominee.

After careful consideration, the members of OSG’s board of directors have unanimously: (i) determined that the terms of the Merger Agreement and all agreements and documents related thereto and contemplated thereby are fair to and in the best interests of OSG and OSG’s stockholders; (ii) declared that the Merger Agreement (as defined below) and the Transactions (as defined below), including the Offer and the Merger (as defined below), are advisable; (iii) approved and adopted the Merger Agreement and the Transactions, including the Merger and the Offer, in accordance with the General Corporation Law of the State of Delaware (the “DGCL”); (iv) directed that the Merger be effected and governed by Section 251(h) of the DGCL and that the Merger be consummated as soon as practicable following Purchaser’s acceptance for payment of the Shares tendered in the Offer; (v) recommended that the stockholders of OSG accept the Offer and tender their Shares to Purchaser pursuant to the Offer; and (vi) authorized and approved the execution, delivery and performance by OSG of the Merger Agreement and the consummation of the Transactions.

The Offer is not subject to any financing condition. The conditions to the Offer are described in “The Tender Offer—Section 15. Conditions of the Offer” of the Offer to Purchase.

For your information and for forwarding to your clients for whom you hold Shares registered in your name or in the name of your nominee, we are enclosing the following documents:

	1.	The Offer to Purchase;

	2.	The Letter of Transmittal for your use in accepting the Offer and tendering Shares and for the information of your clients, together with “Important Tax Information” providing information relating to backup U.S. federal income tax withholding;

	3.	A form of letter which may be sent to your clients for whose accounts you hold Shares registered in your name or in the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Offer; and

	4.	OSG’s Solicitation/Recommendation Statement on Schedule 14D-9 pursuant to Section 14(f) and of the Securities Exchange Act.

Your prompt action is requested. We urge you to contact your clients as promptly as possible. Please note that the Offer and withdrawal rights will expire one minute after 11:59 p.m., Eastern Time, on July 9, 2024, unless the Offer is extended or earlier terminated.

The Offer is being made in connection with the Agreement and Plan of Merger, dated as of May 19, 2024, among OSG, Parent and Purchaser (together with any amendments or supplements thereto, the “Merger Agreement”), pursuant to which, after the completion of the Offer and the satisfaction or, to the extent permitted, waiver of certain conditions, Purchaser will be merged with and into OSG, without a meeting, vote or any further action of OSG’s stockholders in accordance with 251(h) of the DGCL, and OSG will be the surviving corporation and a wholly owned subsidiary of Parent after such merger (the “Merger” and together with the Offer and the other transactions contemplated by the Merger Agreement, the “Transactions”). At the effective time of the Merger, each outstanding Share (other than (a) any Shares held by OSG in treasury, (b) any Shares held by Parent, Purchaser or any other wholly owned subsidiary of Parent, (c) any Shares irrevocably accepted for purchase by Purchaser in the Offer and (d) any Shares owned by any of the stockholders of OSG who are entitled to, and who properly demand, appraisal rights under Section 262 of the DGCL and have not validly revoked such demand) will, by virtue of the Merger, be cancelled and converted into the right to receive an amount equal to the Offer Price, subject to any applicable tax withholding and without interest.

For Shares to be properly tendered pursuant to the Offer, Computershare Inc. and Computershare Trust Company, N.A., the joint depositary and paying agent for the Offer (the “Depositary and Paying Agent”), must be in timely receipt of (i) the certificates evidencing such Shares or confirmation of a book-entry transfer of such Shares into the Depositary and Paying Agent’s account at The Depository Trust Company pursuant to the procedures set forth in “The Tender Offer—Section 3. Procedures for Tendering Shares” of the Offer to Purchase, (ii) the Letter of Transmittal, properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message (as defined in the Offer to Purchase) in lieu of the Letter of Transmittal) and (iii) any other customary documents required by the Letter of Transmittal or the Depositary and Paying Agent, in each case prior to the expiration of the Offer in accordance with the Offer to Purchase and the Letter of Transmittal.

Except as set forth in the Offer to Purchase, Purchaser will not pay any fees or commissions to any broker or dealer or other person (other than the Depositary and Paying Agent and the Information Agent as described in the Offer to Purchase) for soliciting tenders of Shares pursuant to the Offer. Purchaser will, however, upon request, reimburse brokers, dealers, commercial banks and trust companies for reasonable and necessary costs and expenses incurred by them in forwarding materials to their customers. Parent and Purchaser will pay all stock transfer taxes applicable to its purchase of Shares pursuant to the Offer, subject to Instruction 6 of the Letter of Transmittal.

Any inquiries you may have with respect to the Offer should be addressed to, and additional copies of the enclosed materials may be obtained from, the undersigned at the addresses and telephone numbers set forth on the back cover of the Offer to Purchase.

Very truly yours,

Georgeson LLC

Nothing contained herein or in the enclosed documents shall render you the agent of the Purchaser, the Information Agent or the Depositary and Paying Agent or any affiliate of any of them or authorize you or any other person to use any document or make any statement on behalf of any of them in connection with the Offer other than the enclosed documents and the statements contained therein.

Exhibit (a)(1)(D)

Offer to Purchase

All Outstanding Shares of Class A Common Stock of

OVERSEAS SHIPHOLDING GROUP, INC. (NYSE: OSG)

a Delaware corporation

AN OFFER PRICE OF $8.50 PER SHARE IN CASH

Pursuant to the Offer to Purchase

Dated June 10, 2024

SEAHAWK MERGECO., INC.,

a wholly owned subsidiary of

SALTCHUK RESOURCES, INC.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE ONE MINUTE AFTER 11:59 P.M., EASTERN TIME, ON JULY 9, 2024, UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED.

June 10, 2024

To Our Clients:

Enclosed for your consideration are the Offer to Purchase, dated June 10, 2024 (together with any amendments or supplements thereto, the “Offer to Purchase”), and the related Letter of Transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”) in connection with the Offer by Seahawk MergeCo., Inc., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Saltchuk Resources, Inc., a Washington corporation (“Parent”), to purchase all of the issued and outstanding shares of Class A common stock, par value $0.01 per share (the “Shares”), of Overseas Shipholding Group, Inc., a Delaware corporation (NYSE: OSG) (“OSG”), for $8.50 per Share in cash (the “Offer Price”) upon the terms and subject to the conditions described in the Offer to Purchase and in the Letter of Transmittal.

Also enclosed is OSG’s Solicitation/Recommendation Statement on Schedule 14D-9. The OSG Board (as defined below) has recommended that you accept the Offer and tender your Shares pursuant to the Offer.

We or our nominees are the holder of record of Shares held for your account. A tender of such Shares can be made only by us as the holder of record and pursuant to your instructions. The Letter of Transmittal accompanying this letter is furnished to you for your information only and cannot be used by you to tender Shares held by us for your account.

We request instructions as to whether you wish us to tender any or all of the Shares held by us for your account, upon the terms and subject to the conditions set forth in the enclosed Offer to Purchase and the Letter of Transmittal.

Please note carefully the following:

1. The Offer Price for the Offer is $8.50 per Share in cash, to be paid to you subject to any applicable tax withholding and without interest.

2. The Offer is being made for all issued and outstanding Shares.

3. The Offer is being made in connection with the Agreement and Plan of Merger, dated as of May 19, 2024, among OSG, Parent and Purchaser (together with any amendments or supplements thereto, the “Merger Agreement”), pursuant to which, after the completion of the Offer and the satisfaction or, to the extent permitted, waiver of certain conditions, Purchaser will be merged with and into OSG, without a meeting, vote or any further action of OSG’s stockholders in accordance with Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”), and OSG will be the surviving corporation and a wholly owned subsidiary of Parent after such merger (the “Merger” and together with the Offer and the other transactions contemplated by the Merger Agreement, the “Transactions”). At the effective time of the Merger, each outstanding Share (other than (a) any Shares held by OSG in treasury, (b) any Shares held by Parent, Purchaser or any other wholly owned subsidiary of Parent, (c) any Shares irrevocably accepted for purchase by Purchaser in the Offer and (d) any Shares owned by any of the stockholders of OSG who are entitled to, and who properly demand, appraisal rights under Section 262 of the DGCL and have not validly revoked such demand) will, by virtue of the Merger, be cancelled and converted into the right to receive an amount equal to the Offer Price, subject to any applicable tax withholding and without interest.

4. Appraisal rights are not available as a result of the Offer. However, if the Offer is successful and the Merger is consummated, holders of Shares who: (i) did not tender their Shares in the Offer (or who had tendered but subsequently validly withdrawn such tender, and not otherwise waived their appraisal rights); (ii) otherwise comply with the applicable requirements and procedures of Section 262 of the DGCL; and (iii) do not thereafter withdraw their demand for appraisal of such Shares or otherwise lose their appraisal rights, in each case in accordance with the DGCL, will be entitled to demand appraisal of their Shares and receive in lieu of the consideration payable in the Merger a cash payment equal to the “fair value” of their Shares exclusive of any element of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, in accordance with Section 262 of the DGCL, plus interest, if any, on the amount determined to be the fair value.

5. After careful consideration, the members of OSG’s board of directors (the “OSG Board”) have unanimously: (i) determined that the terms of the Merger Agreement and all agreements and documents related thereto and contemplated thereby are fair to and in the best interests of OSG and OSG’s stockholders; (ii) declared that the Merger Agreement and the Transactions, including the Offer and the Merger, are advisable; (iii) approved and adopted the Merger Agreement and the Transactions, including the Merger and the Offer, in accordance with the DGCL; (iv) directed that the Merger be effected and governed by Section 251(h) of the DGCL and that the Merger be consummated as soon as practicable following Purchaser’s acceptance for payment of the Shares tendered in the Offer; (v) recommended that the stockholders of OSG accept the Offer and tender their Shares to Purchaser pursuant to the Offer; and (vi) authorized and approved the execution, delivery and performance by OSG of the Merger Agreement and the consummation of the Transactions.

6. The Offer and withdrawal rights will expire one minute after 11:59 p.m., Eastern time, on July 9, 2024, unless the Offer is extended or earlier terminated by Purchaser.

7. The Offer and the Merger are not subject to any financing condition. The Offer is subject to certain conditions described in “The Tender Offer—Section 15. Conditions of the Offer” of the Offer to Purchase.

8. Any transfer taxes applicable to the sale of Shares to Purchaser pursuant to the Offer will be paid by Parent and Purchaser, except as otherwise provided in the Letter of Transmittal.

If you wish to have us tender any or all of your Shares, then please so instruct us by completing, executing, detaching and returning to us the Instruction Form on the detachable part hereof. An envelope to return your instructions to us is enclosed. If you authorize tender of your Shares, then all such Shares will be tendered unless otherwise specified on the Instruction Form.

Your prompt action is requested. Your Instruction Form should be forwarded to us in ample time to permit us to submit the tender on your behalf before the expiration of the Offer.

The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Shares in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the laws of such jurisdiction, and Purchaser is not aware of any jurisdiction in which the making of the Offer or the tender of Shares in connection therewith would not be in compliance with the laws of such jurisdiction. If Purchaser becomes aware of any jurisdiction in which the making of the Offer would not be in compliance with applicable law, Purchaser will make a good faith effort to comply with any such law. If, after such good faith effort, Purchaser cannot comply with any such law, the Offer will not be made to (nor will tenders be accepted from or on behalf of) the holders of Shares residing in such jurisdiction. In those jurisdictions where applicable laws require that the Offer be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of Purchaser by one or more registered brokers or dealers licensed under the laws of such jurisdiction to be designated by Purchaser.

INSTRUCTION FORM

With Respect to the Offer to Purchase

All Outstanding Shares of Class A Common Stock of

OVERSEAS SHIPHOLDING GROUP, INC. (NYSE: OSG)

a Delaware corporation

AN OFFER PRICE OF $8.50 PER SHARE IN CASH

Pursuant to the Offer to Purchase

Dated June 10, 2024

SEAHAWK MERGECO., INC.,

a wholly owned subsidiary of

SALTCHUK RESOURCES, INC.

The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase, dated June 10, 2024 (together with any amendments or supplements thereto, the “Offer to Purchase”), and the related Letter of Transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”), in connection with the offer by Seahawk MergeCo., Inc., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Saltchuk Resources, Inc., a Washington corporation (“Parent”), to purchase all of the issued and outstanding shares of Class A common stock, par value $0.01 per share (the “Shares”), of Overseas Shipholding Group, Inc., a Delaware corporation (NYSE:OSG) (“OSG”), for $8.50 per Share in cash, upon the terms and subject to the conditions described in the Offer to Purchase and in the Letter of Transmittal. The Offer Price will be paid subject to any applicable tax withholding and without interest. The undersigned hereby instruct(s) you to tender to Purchaser the number of Shares indicated below (or, if no number is indicated, all Shares) that are held by you or your nominees for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer.

The undersigned understand(s) and acknowledge(s) that all questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares and of the surrender of any certificate representing Shares submitted on my/our behalf, will be determined by Purchaser, in its sole discretion, which determination will be final and binding on all parties, subject to the rights of holders of Shares to challenge such determination with respect to their Shares in a court of competent jurisdiction. In addition, the undersigned understands and acknowledges that:

1. Purchaser reserves the absolute right to (i) reject any and all tenders determined by it not to be in proper form or the acceptance for payment of which may, in Purchaser’s opinion, be unlawful and (ii) waive any defect or irregularity in the tender of any Shares of any particular stockholder, whether or not similar defects or irregularities are waived in the case of other stockholders.

2. No tender of Shares will be deemed to have been validly made until all defects and irregularities have been cured or waived to Purchaser’s satisfaction.

3. None of Purchaser, Parent or any of their respective affiliates or assigns, Computershare Inc. and Computershare Trust Company, N.A., in their capacity as joint depositary and paying agent, Georgeson LLC, in its capacity as the information agent, or any other person will be under any duty to give any notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification.

The method of delivery of this document is at the election and risk of the tendering stockholder. If delivery is by mail, then registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

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

*	Unless otherwise indicated, it will be assumed that all Shares held by us for your account are to be tendered.

Exhibit (a)(1)(E)

This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely by the Offer to Purchase (as defined below), dated June 10, 2024, and the related Letter of Transmittal (as defined below) and any amendments or supplements thereto. The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Shares in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the laws of such jurisdiction. In those jurisdictions where applicable laws require that the Offer be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of Purchaser (as defined below) by one or more registered brokers or dealers licensed under the laws of such jurisdiction to be designated by Purchaser.

Notice of Offer to Purchase

All Outstanding Shares of Class A Common Stock of

OVERSEAS SHIPHOLDING GROUP, INC.

a Delaware corporation

AN OFFER PRICE OF $8.50 PER SHARE IN CASH

Pursuant to the Offer to Purchase

Dated June 10, 2024

SEAHAWK MERGECO., INC.,

a wholly owned subsidiary of

SALTCHUK RESOURCES, INC.

Seahawk MergeCo., Inc., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Saltchuk Resources, Inc., a Washington corporation (“Parent”), is offering to purchase (the “Offer”) all of the issued and outstanding shares of Class A common stock, par value $0.01 per share (the “Shares”), of Overseas Shipholding Group, Inc., a Delaware corporation (“OSG”), for $8.50 per Share in cash (the “Offer Price”) upon the terms and subject to the conditions described in the Offer to Purchase dated June 10, 2024 (together with any amendments or supplements thereto, the “Offer to Purchase”) and in the related Letter of Transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal”). Subject to the terms of the Agreement and Plan of Merger, dated as of May 19, 2024, by and among OSG, Parent and Purchaser (together with any amendments or supplements thereto, the “Merger Agreement”), the Offer Price will be paid subject to any applicable tax withholding and without interest. Stockholders who hold their Shares through a broker, dealer, commercial bank or other nominee should consult with such institution as to whether it charges any service charges or commissions.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE ONE MINUTE AFTER 11:59 P.M. EASTERN TIME ON JULY 9, 2024 (THE “EXPIRATION DATE”), UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED.

The Offer is being made pursuant to the Merger Agreement, pursuant to which, after the completion of the Offer and the satisfaction or, to the extent permitted, waiver of certain conditions, Purchaser will be merged with and into OSG, with OSG being the surviving corporation and a wholly owned subsidiary of Parent after such merger (the “Merger” and together with the Offer and the other transactions contemplated by the Merger Agreement, the “Transactions”). At the effective time of the Merger, each outstanding Share (other than (a) any Shares held by OSG in treasury, (b) any Shares held by Parent, Purchaser or any other wholly-owned subsidiary of Parent, (c) any Shares irrevocably accepted for purchase by Purchaser in the Offer and (d) Shares owned by any of the stockholders of OSG who are entitled to, and who properly demand, appraisal rights under the General Corporation Law of the State of Delaware (the “DGCL”) and have not validly revoked such demand) will, by virtue of the Merger, be cancelled and converted into the right to receive an amount equal to the Offer Price, subject to any applicable tax withholding and without interest. Upon the terms and subject to the conditions specified in the Merger Agreement, the Merger will become effective as soon as practicable after the consummation of the Offer, without a meeting, vote or any further action of OSG’s stockholders to adopt the Merger Agreement, in accordance with Section 251(h) of the DGCL. As a result of the Merger, OSG will cease to be a publicly traded company and will become wholly-owned by Parent. The Merger Agreement is more fully described in the Offer to Purchase.

Purchaser’s obligation to accept for payment Shares tendered in the Offer (the time of such acceptance, the “Offer Acceptance Time”) is subject to conditions, including: (i) that the number of Shares validly tendered and not validly withdrawn prior to the expiration of the Offer (excluding any Shares tendered pursuant to guaranteed delivery procedures that have not yet been “received” (within the meaning of Section 251(h) of the DGCL)), together with any Shares owned by Parent, Purchaser, or any of their respective affiliates, equals at least one (1) Share more than a majority of all issued and outstanding Shares as of the expiration of the Offer, other than any Shares held by OSG in treasury as of, or acquired by OSG prior to, the expiration of the Offer (the “Minimum Condition”), (ii) the accuracy of OSG’s representations and warranties contained in the Merger Agreement (subject to certain exceptions and qualifications described in the Merger Agreement and the Offer to Purchase), (iii) OSG’s performance in all material respects of its obligations under the Merger Agreement, (iv) the expiration of the waiting period, and any extensions thereof, applicable to the Offer under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder and (v) the other conditions set forth in Annex I to the Merger Agreement (collectively, the “Offer Conditions”). The obligations of Parent and Purchaser to consummate the Offer and the Merger under the Merger Agreement are not subject to a financing condition. Purchaser and Parent reserve the right to waive certain of the conditions to the Offer in their sole discretion; provided that they may not waive the Minimum Condition other than with the prior written consent of OSG.

The purpose of the Offer and the Merger is for Parent, through Purchaser, to acquire control of, and ultimately own the entire equity interest in, OSG. Following the consummation of the Offer, Purchaser intends to effect the Merger pursuant to Section 251(h) of the DGCL as promptly as practicable, subject to the satisfaction of certain conditions. If the Merger is so effected pursuant to Section 251(h) of the DGCL, no vote of OSG’s stockholders will be required to adopt the Merger Agreement or consummate the Merger.

After careful consideration, the members of the board of directors of OSG (the “OSG Board”) have unanimously: (i) determined that the terms of the Merger Agreement and all agreements and documents related thereto and contemplated thereby are fair to and in the best interests of OSG and OSG’s stockholders; (ii) declared that the Merger Agreement and the Transactions, including the Offer and the Merger, are advisable; (iii) approved and adopted the Merger Agreement and the Transactions, including the Merger and the Offer, in accordance with the DGCL; (iv) directed that the Merger be effected and governed by Section 251(h) of the DGCL and that the Merger be consummated as soon as practicable following the Offer Acceptance Time; (v) recommended that the stockholders of OSG accept the Offer and tender their Shares to Purchaser pursuant to the Offer; and (vi) authorized and approved the execution, delivery and performance by OSG of the Merger Agreement and the consummation of the Transactions.

Descriptions of the reasons for the OSG Board’s recommendation and approval of the Offer are set forth in OSG’s Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9”), which is being mailed to OSG’s stockholders together with the Offer materials (including the Offer to Purchase and the related Letter of Transmittal). Stockholders should carefully read the information set forth in the Schedule 14D-9, including the information set forth in Item 4 thereof under the sub-headings “Recommendations of the Company Board” and “Background and Reasons for the Company Board’s Recommendation.”

The Merger Agreement provides that, subject to the parties’ termination rights under the Merger Agreement, (A) (i) if, as of any then-scheduled Expiration Date, any Offer Condition is not satisfied, and has not been waived by Purchaser or Parent, to the extent waivable by Purchaser or Parent, then Purchaser may, in its discretion, and without the consent of OSG or any other person, extend the Offer on up to two (2) occasions, for an additional period of up to ten (10) business days (determined as set forth in Rule 14d-1(g)(3) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) per extension (or such longer period as the parties may mutually agree to in writing), to permit such Offer Condition to be satisfied, and (ii) Purchaser shall, and Parent shall cause Purchaser to, extend the Offer from time to time for the minimum period required by any law, any interpretation or position of the Securities and Exchange Commission or the staff thereof or any rules and regulations of the New York Stock Exchange applicable to the Offer, and (B) if, as of any then-scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, OSG may require Purchaser to extend the Offer on one or more occasions, for an additional period of up to ten (10) business days (as determined as set forth in Rule 14d-1(g)(3) under the Exchange Act) per extension (or such longer period as the parties may mutually agree in writing), to permit such Offer Condition to be satisfied; provided, that (x) in no event will Purchaser be required to extend the Offer beyond the valid termination of the Merger Agreement or beyond February 19, 2025 and (y) in the event that the Minimum Condition is the only Offer Condition not satisfied or waived (other than the Offer Conditions that by their nature are only satisfied as of the Offer Acceptance Time), OSG may not require Purchaser to extend the Offer on more than five (5) such occasions of ten (10) business days each.

For purposes of the Offer, if and when Purchaser gives oral or written notice to Computershare Inc. and Computershare Trust Company, N.A., the joint depositary and paying agent for the Offer (the “Depositary and Paying Agent”) of its acceptance for payment of such Shares pursuant to the Offer, then Purchaser has accepted for payment and thereby purchased Shares validly tendered and not validly withdrawn pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the aggregate Offer Price (subject to any applicable withholding tax) therefor with the Depositary and Paying Agent, which will act as agent for the tendering stockholders for purposes of receiving payments from Purchaser and transmitting such payments to the tendering stockholders. Under no circumstances will interest be paid on the Offer Price for Shares, regardless of any extension of the Offer or any delay in payment for Shares.

Purchaser will pay for Shares tendered (and not validly withdrawn) pursuant to the Offer only after timely receipt by the Depositary and Paying Agent of: (i) the certificates evidencing such Shares (the “Share Certificates”) or a timely confirmation of the book-entry transfer of such Shares (the “Book-Entry Confirmations”) into the Depositary and Paying Agent’s account at The Depository Trust Company pursuant to the procedures set forth in “Tender Offer—Section 3. Procedures for Tendering Shares” of the Offer to Purchase; (ii) a Letter of Transmittal, properly completed and duly executed, with any required signature guarantees (or an Agent’s Message (as defined in the Offer to Purchase) in lieu of the Letter of Transmittal); and (iii) any other documents required by the Letter of Transmittal or any other customary documents required by the Depositary and Paying Agent. Accordingly, tendering stockholders may be paid at different times depending upon when the Share Certificates or Book-Entry Confirmations, as the case may be, with respect to Shares, and other documents described above are actually received by the Depositary and Paying Agent.

Tenders of Shares pursuant to the Offer are irrevocable. However, a stockholder has withdrawal rights that are exercisable until the expiration of the Offer (i.e., at any time prior to one minute after 11:59 p.m. Eastern Time on July 9, 2024), or in the event the Offer is extended, on such date and time to which the Offer is extended. In addition, pursuant to Section 14(d)(5) of the Exchange Act, Shares may be withdrawn at any time after August 9, 2024, which is the 60^thday after the date of the commencement of the Offer, unless prior to that date Purchaser has accepted for payment the Shares validly tendered in the Offer. Withdrawals of tenders of Shares may not be rescinded, and any Shares properly withdrawn will be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn Shares may be re-tendered by following one of the procedures for tendering Shares described in the Offer to Purchase at any time prior to the expiration of the Offer.

The receipt of the Offer Price in exchange for Shares pursuant to the Offer or the Merger will, depending on the particular circumstances of each holder of Shares, generally be a taxable transaction for U.S. federal income tax purposes. For a summary of certain U.S. federal income tax consequences of the Offer and the Merger, see the Offer to Purchase. Holders of Shares should consult their own tax advisors regarding the particular tax consequences of the Offer and the Merger in light of their particular circumstances, including the application and effect of any U.S. federal, state, local and non-U.S. tax laws.

The information required to be disclosed by paragraph (d)(1) of Rule 14d-6 of the General Rules and Regulations under the Exchange Act is contained in the Offer to Purchase and is incorporated herein by reference.

The Offer to Purchase, the related Letter of Transmittal and the other exhibits to the Schedule TO, and OSG’s Schedule 14D-9, contain important information and all documents should be read carefully and in their entirety before any decision is made with respect to the Offer.

Questions and requests for assistance may be directed to Georgeson LLC (the “Information Agent”) at the address and telephone number set forth below. Requests for copies of the Offer to Purchase and the related Letter of Transmittal may be directed to the Information Agent or to brokers, dealers, commercial banks or trust companies. Such copies will be furnished promptly at Purchaser’s expense. Neither Parent nor Purchaser will pay any fees or commissions to any broker or dealer or to any other person (other than to the Depositary and Paying Agent and the Information Agent) in connection with the solicitation of tenders of Shares pursuant to the Offer.

The Information Agent for the Offer is:

1290 Avenue of the Americas, 9^th Floor

New York, NY 10104

Shareholders, Banks and Brokers

Call Toll Free: (866) 643-6206

June 10, 2024

Exhibit (b)

Execution Version

(deal) Published CUSIP Number: 795753AL6

(revolver) Published CUSIP Number: 795753AN2

(delayed draw term A-1 loan) Published CUSIP Number: 795753AM4

(delayed draw term A-2 loan) Published CUSIP Number: 795753AN2

CREDIT AGREEMENT

Dated as of May 21, 2024

among

SALTCHUK RESOURCES, INC.

as the Company,

CERTAIN SUBSIDIARIES OF THE COMPANY PARTY HERETO

as Borrowers or Guarantors,

BANK OF AMERICA, N.A.

as Administrative Agent and L/C Issuer,

WELLS FARGO BANK, NATIONAL ASSOCIATION

as Swing Line Lender,

and

THE LENDERS PARTY HERETO,

BOFA SECURITIES, INC.

WELL FARGO SECURITIES, LLC,

U.S. BANK NATIONAL ASSOCIATION,

PNC CAPITAL MARKETS LLC

and

JPMORGAN CHASE BANK, N.A.,

Joint Lead Arrangers and Joint Bookrunners

TABLE OF CONTENTS

Section			Page

Article I DEFINITIONS AND ACCOUNTING TERMS			5

	1.01	Defined Terms	5
	1.02	Other Interpretive Provisions	39
	1.03	Accounting Terms	40
	1.04	Rounding	41
	1.05	Times of Day	41
	1.06	Letter of Credit Amounts	41
	1.07	Currency Equivalents Generally	42
	1.08	Rates	42

Article II THE COMMITMENTS AND CREDIT EXTENSIONS			42

	2.01	The Loans	42
	2.02	Borrowings, Conversions and Continuations of Loans	43
	2.03	Letters of Credit	45
	2.04	Swing Line Loans	53
	2.05	Mandatory Prepayment of Loans	56
	2.06	Voluntary Prepayments	57
	2.07	Termination or Reduction of Commitments	57
	2.08	Repayment of Loans	58
	2.09	Interest	59
	2.10	Fees	59
	2.11	Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate	61
	2.12	Evidence of Debt	61
	2.13	Payments Generally; Administrative Agent’s Clawback	62
	2.14	Sharing of Payments by Lenders	64
	2.15	Designated Borrowers	64
	2.16	Incremental Facility Loans	66
	2.17	Cash Collateral	68
	2.18	Defaulting Lenders	70

Article III TAXES, YIELD PROTECTION AND ILLEGALITY			72

	3.01	Taxes	72
	3.02	Illegality	76
	3.03	Inability to Determine Rates	76
	3.04	Increased Costs	79
	3.05	Compensation for Losses	80
	3.06	Mitigation Obligations; Replacement of Lenders	80
	3.07	Survival	81

Article IV CONDITIONS PRECEDENT TO CREDIT EXTENSIONS			81

	4.01	Conditions of Initial Credit Extension	81
	4.02	Conditions to all Credit Extensions	82

Article V REPRESENTATIONS AND WARRANTIES			83

	5.01	Existence, Qualification and Power	83
	5.02	Authorization; No Contravention	84
	5.03	Governmental Authorization; Other Consents	84
	5.04	Binding Effect	84
	5.05	Financial Statements; No Material Adverse Effect	84
	5.06	Litigation	84
	5.07	No Default	85
	5.08	Ownership of Property; Liens	85
	5.09	Environmental Compliance	85
	5.10	Insurance	86
	5.11	Taxes	86
	5.12	ERISA Compliance	86
	5.13	Subsidiaries	88
	5.14	Margin Regulations; Investment Company Act	88
	5.15	Disclosure	88
	5.16	Compliance with Laws	88
	5.17	Taxpayer Identification Numbers	89
	5.18	Intellectual Property; Licenses, Etc	89
	5.19	Solvency	89
	5.20	OFAC	89
	5.21	Anti-Corruption Laws	89
	5.22	Affected Financial Institutions	89
	5.23	Covered Entities.	89
	5.24	Beneficial Ownership Certification.	89

Article VI AFFIRMATIVE COVENANTS			90

	6.01	Financial Statements	90
	6.02	Certificates; Other Information	90
	6.03	Notices	92
	6.04	Payment of Obligations	93
	6.05	Preservation of Existence, Etc	93
	6.06	Maintenance of Properties	93
	6.07	Maintenance of Insurance	94
	6.08	Compliance with Laws	94
	6.09	Books and Records	94
	6.10	Inspection Rights	94
	6.11	Ownership of Guarantors	94
	6.12	Material Subsidiaries	94
	6.13	Compliance with Environmental Laws	95
	6.14	Preparation of Environmental Reports	95
	6.15	Use of Proceeds	95
	6.16	Further Assurances	96
	6.17	Anti-Corruption Laws	96

Article VII NEGATIVE COVENANTS			96

	7.01	Liens	96
	7.02	Investments	97
	7.03	Indebtedness	97
	7.04	Fundamental Changes	98
	7.05	Dispositions	99
	7.06	Lease Obligations	100
	7.07	Restricted Payments	100
	7.08	Change in Nature of Business; Suspension of Business	101
	7.09	Transactions with Affiliates	101
	7.10	Burdensome Agreements	102
	7.11	Use of Proceeds	102
	7.12	Financial Covenants	102
	7.13	Sanctions	103
	7.14	Anti-Corruption Laws	103

Article VIII EVENTS OF DEFAULT AND REMEDIES			104

	8.01	Events of Default	104
	8.02	Remedies Upon Event of Default	106
	8.03	Application of Funds	106

Article IX ADMINISTRATIVE AGENT			107

	9.01	Appointment and Authority	107
	9.02	Rights as a Lender	108
	9.03	Exculpatory Provisions	108
	9.04	Reliance by Administrative Agent	109
	9.05	Delegation of Duties	109
	9.06	Resignation of Administrative Agent	110
	9.07	Non-Reliance on Administrative Agent and Other Lenders	111
	9.08	No Other Duties, Etc	111
	9.09	Administrative Agent May File Proofs of Claim	112
	9.10	Guaranty Matters	112
	9.11	ERISA Matters	113
	9.12	Recovery of Erroneous	114
	9.13	Guaranteed Cash Management Agreements and Guaranteed Hedge Agreements	114

Article X CONTINUING GUARANTY			114

	10.01	Guaranty	114
	10.02	Rights of Lenders	115
	10.03	Certain Waivers	115
	10.04	Obligations Independent	115
	10.05	[Reserved]	115
	10.06	Borrower Indemnity	115
	10.07	Guarantor Contribution	116
	10.08	Subrogation	116
	10.09	Termination; Reinstatement	116
	10.10	Subordination	116
	10.11	Stay of Acceleration	117
	10.12	Condition of Borrower	117
	10.13	Keepwell	117
	10.14	Appointment of Company	117

Article XI MISCELLANEOUS			118

	11.01	Amendments, Etc	118
	11.02	Notices; Effectiveness; Electronic Communications	120
	11.03	No Waiver; Cumulative Remedies; Enforcement	122
	11.04	Expenses; Indemnity; Damage Waiver	123
	11.05	Payments Set Aside	124
	11.06	Successors and Assigns	125
	11.07	Treatment of Certain Information; Confidentiality	129
	11.08	Right of Setoff	130
	11.09	Interest Rate Limitation	131
	11.10	Integration; Effectiveness	131
	11.11	Survival of Representations and Warranties	131
	11.12	Severability	131
	11.13	Replacement of Lenders	132
	11.14	Governing Law; Jurisdiction; Etc	133
	11.15	Waiver of Jury Trial	134
	11.16	No Advisory or Fiduciary Responsibility	134
	11.17	Electronic Execution; Electronic Records; Counterparts	135
	11.18	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	136
	11.19	Authorizations	136
	11.20	USA PATRIOT Act Notice	136
	11.21	Acknowledgement Regarding Any Supported QFCs	137

iii

SCHEDULES

	1.01	Existing Letters of Credit
	2.01	Commitments and Applicable Percentages
	5.09	Environmental Matters
	5.12	Pension Plans
	5.13	Subsidiaries; Other Equity Investments
	5.18	Intellectual Property Matters
	7.01	Existing Liens
	7.03	Existing Indebtedness
	11.02	Administrative Agent’s Office; Certain Addresses for Notices

EXHIBITS

	*Form of*

	A	Committed Loan Notice
	B-1	Delayed Draw Term A-1 Note
	B-2	Delayed Draw Term A-2 Note
	B-3	Revolving Credit Note
	C	Compliance Certificate
	D	Assignment and Assumption Agreement
	E	Additional Guarantor Joinder Agreement
	F	Designated Borrower Request and Assumption Agreement
	G	Designated Borrower Notice
	H	U.S. Tax Compliance Certificates
	I	Guaranteed Party Designation Notice
	J	Notice of Loan Prepayment

CREDIT AGREEMENT

This CREDIT AGREEMENT (this “Agreement”) is entered into as of May 21, 2024, among SALTCHUK RESOURCES, INC., a Washington corporation (the “Company”), certain Subsidiaries of the Company a party hereto pursuant to Section 2.15 (each a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”), the Guarantors (defined herein), the Lenders (defined herein), BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Swing Line Lender.

RECITALS

A. WHEREAS, the Loan Parties (as hereinafter defined) have requested that the Lenders, the Swing Line Lender and the L/C Issuer make loans and other financial accommodations to the Loan Parties.

B. WHEREAS, the Lenders, the Swing Line Lender and the L/C Issuer have agreed to make loans and other financial accommodations to the Loan Parties on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and agreements herein contained, and for other good and valuable consideration receipt of which is hereby acknowledged, the parties hereto covenant and agree as follows:

Article I
DEFINITIONS AND ACCOUNTING TERMS

1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

“Acquisition”, by any Person, means the acquisition by such Person, in a single transaction or in a series of related transactions, of all or substantially all of the property (whether real, personal or mixed, or tangible or intangible) of another Person or any identifiable Business Unit, division or operations of any other Person, or more than 50% of all of the voting Capital Stock of another Person, in each case whether or not involving a merger or consolidation with such other Person and whether for cash, property, services, assumption of Indebtedness, securities or otherwise.

“Additional Guaranteed Obligations” means (a) all obligations arising under Guaranteed Cash Management Agreements and Guaranteed Hedge Agreements and (b) all costs and expenses incurred in connection with enforcement and collection of the foregoing, including the fees, charges and disbursements of counsel, in each case whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest, expenses and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest, expenses and fees are allowed claims in such proceeding; provided that Additional Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor.

“Additional Guarantor Joinder Agreement” has the meaning specified in Section 6.12(a).

“Adjustment Period” has the meaning specified in Section 7.12(a).

“Administrative Agent” means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 11.02, or such other address or account as the Administrative Agent may from time to time notify the Company and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Aggregate Revolving Commitments” means the Revolving Credit Commitments of all the Lenders. The Aggregate Revolving Commitments as of the Closing Date are $800,000,000.

“Agreement” means this Credit Agreement.

“All-In Yield” means, as to any Indebtedness, the yield thereof, whether in the form of interest rate, margin, original issue discount, upfront fees, a Term SOFR, SOFR Daily Floating Rate or Base Rate floor or otherwise, in each case, incurred or payable by the Borrowers generally to all lenders of such Indebtedness; provided that original issue discount and upfront fees shall be equated to interest rate assuming a 4-year life to maturity (or, if less, the stated life to maturity at the time of incurrence of the applicable Indebtedness); and provided, further, that “All-In Yield” shall not include arrangement, structuring, commitment, underwriting or other similar fees (regardless of whether paid in whole or in part to any lenders) not paid generally to all lenders of such Indebtedness.

“Applicable Percentage” means (a) in respect of the Delayed Draw A-1 Facility, with respect to any Delayed Draw A-1 Lender at any time, the percentage (carried out to the ninth decimal place) of the Delayed Draw A-1 Facility represented by (i) at any time during the Delayed Draw A-1 Availability Period, the percentage (carried out to the ninth decimal place) of the Delayed Draw A-1 Facility represented by such Delayed Draw A-1 Lender’s Delayed Draw A-1 Commitment at such time, subject to adjustment as provided in Section 2.18, and (ii) with respect to any Delayed Draw A-1 Lender’s portion of the outstanding Delayed Draw Term A-1 Loan, the percentage (carried out to the ninth decimal place) of the outstanding principal amount of such Delayed Draw Term A-1 Loan held by such Lender at such time, subject to adjustment as provided in Section 2.18; (b) in respect of the Delayed Draw A-2 Facility, with respect to any Delayed Draw A-2 Lender at any time, the percentage (carried out to the ninth decimal place) of the Delayed Draw A-2 Facility represented by (i) at any time during the Delayed Draw A-2 Availability Period, the percentage (carried out to the ninth decimal place) of the Delayed Draw A-2 Facility represented by such Delayed Draw A-2 Lender’s Delayed Draw A-2 Commitment at such time, subject to adjustment as provided in Section 2.18, and (ii) with respect to any Delayed Draw A-2 Lender’s portion of the outstanding Delayed Draw Term A-2 Loan, the percentage (carried out to the ninth decimal place) of the outstanding principal amount of such Delayed Draw Term A-2 Loan held by such Lender at such time, subject to adjustment as provided in Section 2.18; and (c) in respect of the Revolving Credit Facility, with respect to any Revolving Credit Lender at any time, the percentage (carried out to the ninth decimal place) of the Revolving Credit Facility represented by such Revolving Credit Lender’s Revolving Credit Commitment at such time, subject to adjustment as provided in Section 2.18. If the commitment of each Delayed Draw A-1 Lender to make Delayed Draw Term A-1 Loans has been terminated pursuant to Section 8.02, or if the Delayed Draw A-1 Commitments have expired, then the Applicable Percentage of each Delayed Draw A-1 Lender in respect of the Delayed Draw A-1 Facility shall be determined based on the Applicable Percentage of such Delayed Draw A-1 Lender in respect of the Delayed Draw A-1 Facility most recently in effect, giving effect to any subsequent assignments and to any Lender’s status as a Defaulting Lender at the time of determination. If the commitment of each Delayed Draw A-2 Lender to make Delayed Draw Term A-2 Loans has been terminated pursuant to Section 8.02, or if the Delayed Draw A-2 Commitments have expired, then the Applicable Percentage of each Delayed Draw A-2 Lender in respect of the Delayed Draw A-2 Facility shall be determined based on the Applicable Percentage of such Delayed Draw A-2 Lender in respect of the Delayed Draw A-2 Facility most recently in effect, giving effect to any subsequent assignments and to any Lender’s status as a Defaulting Lender at the time of determination. If the commitment of each Revolving Credit Lender to make Revolving Credit Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02, or if the Revolving Credit Commitments have expired, then the Applicable Percentage of each Revolving Credit Lender in respect of the Revolving Credit Facility shall be determined based on the Applicable Percentage of such Revolving Credit Lender in respect of the Revolving Credit Facility most recently in effect, giving effect to any subsequent assignments and to any Lender’s status as a Defaulting Lender at the time of determination. The initial Applicable Percentage of each Lender in respect of each Facility is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto or in any documentation executed by such Lender pursuant to Section 2.16, as applicable.

“Applicable Rate” means, for any day, the rate per annum set forth below opposite the applicable Level then in effect (based on the Consolidated Net Leverage Ratio):

Pricing Level	Consolidated Net Leverage Ratio	Commitment Fee, A-1 Ticking Fee and A-2 Ticking Fee			Term SOFR Loans, SOFR Daily Floating Rate Loans and Letter of Credit Fees			Base Rate Loans
1	< 1.75 to 1.0		0.150	%		1.375	%		0.375	%
2	> 1.75 to 1.0 but < 2.25 to 1.0		0.200	%		1.625	%		0.625	%
3	> 2.25 to 1.0 but < 2.75 to 1.0		0.225	%		1.875	%		0.875	%
4	> 2.75 to 1.0 but < 3.25 to 1.0		0.250	%		2.125	%		1.125	%
5	> 3.25 to 1.0		0.300	%		2.375	%		1.375	%

Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Net Leverage Ratio shall become effective as of the first Business Day of the month immediately following the date the Administrative Agent receives a Compliance Certificate delivered pursuant to Section 6.02(b). If the Company shall fail to provide any such Compliance Certificate within 5 days after delivery of such Compliance Certificate is due, then, upon the request of the Required Lenders, Pricing Level 5 shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and in each case shall remain in effect until the first Business Day following the date on which such Compliance Certificate is delivered. In addition, at all times while the Default Rate is in effect, the highest rate set forth in each column of the Applicable Rate shall apply. Notwithstanding anything to the contrary contained in this definition, (i) the determination of the Applicable Rate for any period shall be subject to the provisions of Section 2.11(b), (ii) the Applicable Rate in effect from the Closing Date through the first Business Day immediately following the date a Compliance Certificate is required to be delivered pursuant to Section 6.02(b) for the fiscal quarter ending June 30, 2024 shall be Pricing Level 3, (iii) the Applicable Rate in effect from the date of the initial Borrowing of the Delayed Draw Term A-1 Loan through the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b) for the fiscal quarter of the Company in which such Borrowing occurred, shall be determined based upon the Pricing Level corresponding to the Consolidated Net Leverage Ratio (calculated on a pro forma basis after giving effect to the borrowing of the Delayed Draw Term A-1 Loan) set forth in the Compliance Certificate delivered pursuant to Section 4.02(e), (iv) if the OSG Acquisition is consummated without the Delayed Draw Term A-1 Loan being borrowed, the Applicable Rate in effect from the closing date of the OSG Acquisition through the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b) for the fiscal quarter of the Company in which such Acquisition was consummated, shall be determined based upon the Pricing Level corresponding to the Consolidated Net Leverage Ratio (calculated on a pro forma basis after giving effect to the OSG Acquisition) set forth in the certificate delivered pursuant to clause (f) of the definition of “Permitted Acquisition” and (v) the Applicable Rate in effect from the date of the initial Borrowing of the Delayed Draw Term A-2 Loan through the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b) for the fiscal quarter of the Company in which such Borrowing occurred, shall be determined based upon the Pricing Level corresponding to the Consolidated Net Leverage Ratio (calculated on a pro forma basis after giving effect to the borrowing of the Delayed Draw Term A-2 Loan) set forth in the Compliance Certificate delivered pursuant to Section 4.02(f). Any adjustment in the Applicable Rate shall be applicable to all Credit Extensions then existing or subsequently made or issued.

“Applicant Borrower” has the meaning specified in Section 2.15.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Arrangers” means BAS, Wells Fargo Securities, LLC, U.S. Bank National Association, PNC Capital Markets LLC and JPMorgan Chase Bank, N.A., in their capacities as joint lead arranger and joint bookrunner.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 11.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit D or any other form (including an electronic documentation form generated by use of an electronic platform) approved by the Administrative Agent.

“Attributable Indebtedness” means, on any date, (a) in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease or similar payments under the relevant lease or other applicable agreement or instrument that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease or other agreement or instrument were accounted for as a Capitalized Lease.

“Audited Financial Statements” means the audited consolidated balance sheet of the Company and its Subsidiaries for the fiscal year ended December 31, 2023, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of the Company and its Subsidiaries, including the notes thereto.

“Availability Period” means the period from and including the Closing Date to the earliest of (i) the Maturity Date for the Revolving Credit Facility, (ii) the date of termination of the Revolving Credit Commitments pursuant to Section 2.07, and (iii) the date of termination of the commitment of each Revolving Credit Lender to make Revolving Credit Loans and of the obligation of the L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, rule, regulation or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bank of America” means Bank of America, N.A. and its successors.

“BAS” means BofA Securities, Inc., in its capacity as joint lead arranger and joint bookrunner.

“Base Rate” means for any day a fluctuating rate of interest per annum equal to the highest of (a) the Federal Funds Rate plus 0.50%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,” and (c) Term SOFR plus 1.00%, subject to the interest rate floors set forth therein; provided that if the Base Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement. The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change. If the Base Rate is being used as an alternate rate of interest pursuant to Section 3.03 hereof, then the Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above.

“Base Rate Loan” means a Loan that bears interest based on the Base Rate.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

“Borrower” and “Borrowers” each has the meaning specified in the introductory paragraph hereto.

“Borrower Materials” has the meaning specified in Section 6.02.

“Borrowing” means a Revolving Credit Borrowing, a Swing Line Borrowing, a Delayed Draw A-1 Borrowing or a Delayed Draw A-2 Borrowing, as the context may require.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located.

“Business Unit” means a business, business unit, division or product or service line, or the assets that constitute all or substantially all of the assets of any of the foregoing.

“Capital Construction Fund” means, with respect to any Person, a fund established by such Person under Chapter 535 of Title 46 of the United States Code, as amended, for the purpose of acquiring, constructing or reconstructing qualified vessels, including the fund established pursuant to that certain Capital Construction Fund Agreement dated September 13, 1983, among the Company, certain of its Subsidiaries and MARAD.

“Capital Stock” means (i) in the case of a corporation, capital stock, (ii) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, (iii) in the case of a partnership, partnership interests (whether general or limited), (iv) in the case of a limited liability company, membership interests and (v) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Capitalized Leases” means all leases that have been or should be, in accordance with GAAP, recorded as capitalized or financing leases.

“Cash Collateral Fund Amount” means, on any date of determination, the aggregate fair market value of the property and assets held in any deposit accounts, securities accounts or escrow funds opened for the benefit of the Noteholders (solely in their capacity as holders of the notes issued in connection with the Noteholder Documents) to receive and hold, at the election of any of the Loan Parties pursuant to the terms of any Noteholder Document, in lieu of a mandatory prepayment, their share of the net proceeds from any net proceeds of insurance that are required to be paid to any such Noteholder(s) pursuant to the terms of any applicable Noteholder Document.

“Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the L/C Issuer or the Lenders, as collateral for L/C Obligations or obligations of the Revolving Credit Lenders to fund participations in respect of L/C Obligations, (a) cash or deposit account balances, (b) backstop letters of credit entered into on terms, from issuers and in amounts satisfactory to the Administrative Agent and the applicable L/C Issuer, and/or (c) if the Administrative Agent and the applicable L/C Issuer shall agree, in their sole discretion, other credit support, in each case, in Dollars and pursuant to documentation in form and substance satisfactory to the Administrative Agent and the L/C Issuer. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral or other credit support.

“Cash Management Agreement” means any agreement to provide treasury or cash management services, including deposit accounts, overnight draft, credit cards, debit cards, p-cards (including purchasing cards and commercial cards), funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other cash management services.

“Cash Management Bank” means any Person in its capacity as a party to a Cash Management Agreement that, (a) at the time it enters into a Cash Management Agreement with a Loan Party or any Restricted Subsidiary, is a Lender or an Affiliate of a Lender, or (b) at the time it (or its Affiliate) becomes a Lender, is a party to a Cash Management Agreement with a Loan Party or any Restricted Subsidiary, in each case in its capacity as a party to such Cash Management Agreement (even if such Person ceases to be a Lender or such Person’s Affiliate ceased to be a Lender); provided, however, that for any of the foregoing to be included as a “Guaranteed Cash Management Agreement” on any date of determination by the Administrative Agent, the applicable Cash Management Bank (other than the Administrative Agent or an Affiliate of the Administrative Agent) must have delivered a Guaranteed Party Designation Notice to the Administrative Agent prior to such date of determination.

“CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980.

“CERCLIS” means the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the U.S. Environmental Protection Agency.

“CFC” means a Person that is a controlled foreign corporation under Section 957 of the Code in which the Company or any Loan Party is a United States shareholder within the meaning of Section 951(b) of the Code.

“Change in Law” means the occurrence, after the Closing Date, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith or in the implementation thereof and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted, issued or implemented.

“Change of Control” means an event or series of events by which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), other than Michael Garvey, Lynn Garvey or any of their lineal descendants (including by adoption) or trusts for the benefit of the foregoing persons or the estates of the foregoing persons, becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire (such right an “option right”), whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 50% or more of the Capital Stock of the Company entitled to vote for members of the board of directors or equivalent governing body of the Company on a fully-diluted basis (and taking into account all such securities that such “person” or “group” has the right to acquire pursuant to any option right).

“Closing Date” means May 21, 2024.

“CME” means CME Group Benchmark Administration Limited.

“Code” means the Internal Revenue Code of 1986.

“Collected Balance” means, at any time, the ledger balance in the Swing Line Account minus the total dollar amount of items deposited into the Swing Line Account for which, based upon the most recent collected funds schedule Swing Line Lender has provided to the Company, the Swing Line Account has not yet been credited for purposes of calculating the Collected Balance.

“Commitment” means a Delayed Draw A-1 Commitment, a Delayed Draw A-2 Commitment or a Revolving Credit Commitment, as the context may require.

“Committed Loan Notice” means a notice of (a) a Delayed Draw A-1 Borrowing, (b) a Delayed Draw A-2 Borrowing, (c) a Revolving Credit Borrowing, (d) a conversion of Loans from one Type to the other, or (e) a continuation of Term SOFR Loans, pursuant to Section 2.02(a), which shall be substantially in the form of Exhibit A or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Company.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Communication” means this Agreement, any Loan Document and any document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to any Loan Document.

“Company” has the meaning specified in the introductory paragraph hereto.

“Company Note Agreement One” means that certain Fifth Amended and Restated Note Purchase and Private Shelf Agreement dated as of January 30, 2017, by and among the Company, the Guarantors, PGIM, Inc. and each purchaser named on the Purchaser Schedule attached thereto, as it may be amended, restated, extended, supplemented or otherwise modified in writing from time to time.

“Company Note Agreement Two” means that certain Second Amended and Restated Note Purchase Agreement dated as of January 30, 2017, by and among the Company, the Guarantors and each purchaser named on the Purchaser Schedule attached thereto, as it may be amended, restated, extended, supplemented or otherwise modified in writing from time to time.

“Compliance Certificate” means a certificate substantially in the form of Exhibit C.

“Conforming Changes” means, with respect to the use, administration of or any conventions associated with SOFR or any proposed Successor Rate or Term SOFR, as applicable, any conforming changes to the definitions of “Base Rate”, “SOFR”, “Term SOFR”, “SOFR Daily Floating Rate” and “Interest Period”, timing and frequency of determining rates and making payments of interest and other technical, administrative or operational matters (including, for the avoidance of doubt, the definitions of “Business Day” and “U.S. Government Securities Business Day”, timing of borrowing requests or prepayment, conversion or continuation notices and length of lookback periods) as may be appropriate, in the discretion of the Administrative Agent, to reflect the adoption and implementation of such applicable rate(s) and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such rate exists, in such other manner of administration as the Administrative Agent determines is reasonably necessary in connection with the administration of this Agreement and any other Loan Document).

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Consolidated Adjusted EBITDA” means, for any period, for the Company and the Restricted Subsidiaries on a consolidated basis, the sum of the following, without duplication, (a) Consolidated Net Earnings, plus (b) the following to the extent deducted in calculating such Consolidated Net Earnings (without duplication): (i) Consolidated Interest Expense, (ii) income tax expense, (iii) depreciation expense and amortization expense, (iv) non-recurring costs, cash expenses and fees in connection with any Permitted Acquisition incurred during such period, (v) unusual or non-recurring losses, charges and expenses incurred during such period and (vi) non-cash charges and losses (excluding any such non-cash charges or losses to the extent (A) there were cash charges with respect to such charges and losses in past accounting periods or (B) there is a reasonable expectation that there will be cash charges with respect to such charges and losses in future accounting periods), plus (c) the amount of cost synergies, cost savings, and operating expense reductions (net of actual amounts realized) that are reasonably identifiable and factually supportable (in the good faith determination of the Company, as certified by the Company in the Compliance Certificate delivered by the Company for such period) related to any Investment (including any Permitted Acquisition), Disposition, restructuring or cost savings initiatives that are expected to be realized within twenty-four (24) months after the consummation of such transaction or initiative, in each case net of the amount of actual benefits realized during such period from such transaction or initiative, provided that projected amounts (that are not yet realized) may no longer be added in calculating Consolidated Adjusted EBITDA to the extent occurring more than twenty-four (24) calendar months after the consummation of the applicable transaction, less (d) without duplication and to the extent reflected as a gain or otherwise included in the calculation of Consolidated Net Earnings for such period, (i) non-cash gains (excluding any such non-cash gains to the extent (A) there were cash gains with respect to such gains in past accounting periods or (B) there is a reasonable expectation that there will be cash gains with respect to such gains in future accounting periods) and (ii) Consolidated Interest Income.

Notwithstanding the foregoing, the aggregate amount added to Consolidated Adjusted EBITDA for any period pursuant to clauses (b)(iv), (b)(v) and (c) above shall not exceed fifteen percent (15%) of Consolidated Adjusted EBITDA for such period (calculated prior to giving effect to clauses (b)(iv), (b)(v) and (c)). For the avoidance of doubt, the Company shall provide detail sufficient to the Administrative Agent with respect to any amounts added back pursuant to clauses (b)(iv), (b)(v) and (c).

“Consolidated Capitalized Interest” means, for any period, for the Company and the Restricted Subsidiaries on a consolidated basis, the aggregate amount of Consolidated Interest Expense, determined in accordance with GAAP for such period, that has been capitalized on the balance sheet of such Person during such period.

“Consolidated Debt” means, on any date, without duplication, the aggregate amount of (i) all Indebtedness of the Company and the Restricted Subsidiaries of the types described in clauses (a) through (e) of the definition of Indebtedness, specifically excluding, however, all obligations (whether direct or contingent) of the Company and the Restricted Subsidiaries arising under Performance Bonds maturing on demand or within one year from the date of the creation thereof, (ii) all Guarantees of the Company and the Restricted Subsidiaries in respect of any of the foregoing, and (iii) all modifications, renewals and extensions of the above, all determined in accordance with GAAP.

“Consolidated Fixed Charge Coverage Ratio” means, as of any date of determination for the most recently completed four (4) fiscal quarters of the Company, the ratio of (a) Consolidated Adjusted EBITDA to (b) the sum of (i) all regularly scheduled principal payments on Consolidated Debt required to be made by the Company and the Restricted Subsidiaries within one year of the date of determination plus (ii) Consolidated Interest Expense for such period, plus (ii) Consolidated Capitalized Interest for such period.

“Consolidated Interest Expense” means, for any period, for the Company and the Restricted Subsidiaries on a consolidated basis, the aggregate amount of interest expense as determined in accordance with GAAP. Notwithstanding the foregoing, specific items of interest expense shall only be included in this definition to the extent such items have been deducted from gross revenues in calculating Consolidated Net Earnings for such Person for such period.

“Consolidated Interest Income” means, for any period, for the Company and the Restricted Subsidiaries on a consolidated basis, the aggregate amount of interest income as determined in accordance with GAAP, including, without duplication, interest associated with any Capital Construction Fund, and all other types of interest income on debt securities.

“Consolidated Net Earnings” means, for any period, for the Company and the Restricted Subsidiaries on a consolidated basis, the net earnings of such Person for such period determined in accordance with GAAP for such period. For the avoidance of doubt, cash dividends and other distributions actually distributed to the Company or any Restricted Subsidiary by any Unrestricted Subsidiary during such period, net of any permitted Investment in, or Disposition to, any Unrestricted Subsidiary made during such period that is not in the ordinary course of business (provided that if such amount as so determined would be less than zero, such amount shall be deemed to be zero), shall be included in Consolidated Net Earnings (and in the case of a dividend or other distribution to a Restricted Subsidiary, such Restricted Subsidiary is not precluded from further distributing such amount to the Company by operation of the terms of its Organization Documents or any agreement, instrument or Law applicable to such Restricted Subsidiary during such period); provided, that, such cash dividend or distribution shall not be included to the extent such dividend or distribution requires that it be repaid to an Unrestricted Subsidiary at a future date.

“Consolidated Net Leverage Ratio” means, as of any date of determination, the ratio of (a) the difference of (i) Consolidated Debt as of such date less (ii) the Title XI Fund Amount as of such date less (iii) the Cash Collateral Fund Amount as of such date less (iv) the Unrestricted Cash Amount as of such date to (b) Consolidated Adjusted EBITDA for the most recently completed four (4) fiscal quarters of the Company.

“Consolidated Revenues” means, for any period, for the Company and its Restricted Subsidiaries on a consolidated basis, the aggregate net revenues of such Persons determined in accordance with GAAP.

“Consolidated Stockholder’s Equity” means, as of any date of determination, for the Company and all Subsidiaries on a consolidated basis, total equity less non-controlling interests determined in accordance with GAAP.

“Consolidated Tangible Assets” means, as of any date of determination, with respect to the Company and its Restricted Subsidiaries, the aggregate amount of assets as of such date (determined on a consolidated basis and in accordance with GAAP) after deducting therefrom all goodwill, trade names, trademarks, patents, licenses, unamortized debt discount and expense, treasury stock and other like intangibles (in each case, determined on a consolidated basis and in accordance with GAAP).

“Consolidated Total Assets” means, as of any date of determination, for the Company and the Restricted Subsidiaries on a consolidated basis, the aggregate value of the total assets of such Persons (including leaseholds and leasehold improvements and reserves against assets but excluding monies due from Affiliates, officers, directors, employees, shareholders, members or managers of such Persons).

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Covered Entity” means any of the following: (a) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (b) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (c) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

“Daily Simple SOFR” with respect to any applicable determination date means the SOFR published on such date on the Federal Reserve Bank of New York’s website (or any successor source).

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect.

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“Default Rate” means (a) with respect to any Obligation for which a rate is specified, a rate per annum equal to two percent (2%) in excess of the rate otherwise applicable thereto and (b) with respect to any Obligation for which a rate is not specified or available, a rate per annum equal to the Base Rate plus the Applicable Rate for Base Rate Loans plus two percent (2%), in each case, to the fullest extent permitted by applicable law.

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“Defaulting Lender” means, subject to Section 2.18(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Company in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, the L/C Issuer, the Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swing Line Loans) within two Business Days of the date when due, (b) has notified the Company, the Administrative Agent, the L/C Issuer or the Swing Line Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Company, to confirm in writing to the Administrative Agent and the Company that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Company), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.18(b)) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Company, the L/C Issuer, the Swing Line Lender and each other Lender promptly following such determination.

“Delayed Draw A-1 Availability Period” means the period from and including the Closing Date to the earliest of (i) May 21, 2025, (ii) the date of termination of the Delayed Draw A-1 Commitments pursuant to Section 2.07, and (iii) the date of termination of the commitment of each Delayed Draw A-1 Lender to make Delayed Draw Term A-1 Loans pursuant to Section 8.02

“Delayed Draw A-1 Borrowing” means a borrowing consisting of simultaneous Delayed Draw Term A-1 Loans of the same Type and, in the case of Term SOFR Loans, having the same Interest Period made by each of the Delayed Draw A-1 Lenders pursuant to Section 2.01(a).

“Delayed Draw A-1 Commitment” means, as to each Delayed Draw A-1 Lender, its obligation to make Delayed Draw Term A-1 Loans to the Company pursuant to Section 2.01(a) in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Delayed Draw A-1 Lender’s name on Schedule 2.01, as such amount may be adjusted from time to time in accordance with this Agreement. The aggregate principal amount of the Delayed Draw A-1 Commitments as of the Closing Date is $400,000,000.

“Delayed Draw A-1 Facility” means (a) at any time during the Delayed Draw A-1 Availability Period, the aggregate amount of the Delayed Draw A-1 Commitments at such time and (b) at any time thereafter, the aggregate principal amount of the Delayed Draw Term A-1 Loans of all Delayed Draw A-1 Lenders outstanding at such time, and shall include any Incremental Term Facility increasing the Delayed Draw A-1 Facility.

“Delayed Draw A-1 Lender” means (a) at any time during the Delayed Draw A-1 Availability Period, any Lender that has a Delayed Draw A-1 Commitment at such time and (b) at any time thereafter, any Lender that holds Delayed Draw Term A-1 Loans at such time.

“Delayed Draw Term A-1 Loan” means an advance made by any Delayed Draw A-1 Lender under the Delayed Draw A-1 Facility.

“Delayed Draw Term A-1 Loan Note” means a promissory note made by the Company in favor of a Delayed Draw A-1 Lender evidencing Delayed Draw Term A-1 Loans made by such Delayed Draw A-1 Lender, substantially in the form of Exhibit B-1.

“Delayed Draw A-2 Availability Period” means the period from and including the Closing Date to the earliest of (i) November 21, 2024, (ii) the date on which any Noteholder Documents are executed and become effective, (iii) the date of termination of the Delayed Draw A-2 Commitments pursuant to Section 2.07, and (iv) the date of termination of the commitment of each Delayed Draw A-2 Lender to make Delayed Draw Term A-2 Loans pursuant to Section 8.02

“Delayed Draw A-2 Borrowing” means a borrowing consisting of simultaneous Delayed Draw Term A-2 Loans of the same Type and, in the case of Term SOFR Loans, having the same Interest Period made by each of the Delayed Draw A-2 Lenders pursuant to Section 2.01(b).

“Delayed Draw A-2 Commitment” means, as to each Delayed Draw A-2 Lender, its obligation to make Delayed Draw Term A-2 Loans to the Company pursuant to Section 2.01(b) in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Delayed Draw A-2 Lender’s name on Schedule 2.01, as such amount may be adjusted from time to time in accordance with this Agreement. The aggregate principal amount of the Delayed Draw A-2 Commitments as of the Closing Date is $180,000,000.

“Delayed Draw A-2 Facility” means (a) at any time during the Delayed Draw A-2 Availability Period, the aggregate amount of the Delayed Draw A-2 Commitments at such time and (b) at any time thereafter, the aggregate principal amount of the Delayed Draw Term A-2 Loans of all Delayed Draw A-2 Lenders outstanding at such time, and shall include any Incremental Term Facility increasing the Delayed Draw A-2 Facility.

“Delayed Draw A-2 Lender” means (a) at any time during the Delayed Draw A-2 Availability Period, any Lender that has a Delayed Draw A-2 Commitment at such time and (b) at any time thereafter, any Lender that holds Delayed Draw Term A-2 Loans at such time.

“Delayed Draw Term A-2 Loan” means an advance made by any Delayed Draw A-2 Lender under the Delayed Draw A-2 Facility.

“Delayed Draw Term A-2 Loan Note” means a promissory note made by the Company in favor of a Delayed Draw A-2 Lender evidencing Delayed Draw Term A-2 Loans made by such Delayed Draw A-2 Lender, substantially in the form of Exhibit B-2.

“Designated Borrower” has the meaning specified in the introductory paragraph hereto.

“Designated Borrower Notice” has the meaning specified in Section 2.15.

“Designated Borrower Request and Assumption Agreement” has the meaning specified in Section 2.15.

“Designated Borrower Sublimit” means an amount equal to the lesser of the Aggregate Revolving Commitments and $50,000,000. The Designated Borrower Sublimit is part of, and not in addition to, the Aggregate Revolving Commitments.

“Designated Jurisdiction” means any country or territory to the extent that such country or territory is the subject of any Sanction (as of the Closing Date, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, the Kherson Region of Ukraine, the Zaporizhzhia Region of Ukraine, Cuba, Iran, North Korea and Syria).

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property (other than cash) by any Person (or the granting of any option or other right to do any of the foregoing), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“Dollar” and “$” mean lawful money of the United States.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a Subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Electronic Copy” has the meaning specified in Section 11.17.

“Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.

“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 11.06(b)(iii) and (v) (subject to such consents, if any, as may be required under Section 11.06(b)(iii)).

“Environment” means ambient air, indoor air, surface water, groundwater, drinking water, soil, surface and subsurface strata, and natural resources such as wetland, flora and fauna.

“Environmental Laws” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, agreements or governmental restrictions relating to pollution or the protection of the Environment or human health (to the extent related to exposure to Hazardous Materials), including those relating to the manufacture, generation, handling, transport, storage, treatment, Release threat of Release of Hazardous Materials.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Company, any other Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) Release or threatened Release of any Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Environmental Permit” means any permit, approval, identification number, license or other authorization required under any Environmental Law.

“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with the Company within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Company or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Company or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is insolvent; (d) the filing of a notice of intent to terminate a Pension Plan, the treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension Plan; (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (g) the determination that any Pension Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Company or any ERISA Affiliate; or (i) a failure by the Company or any ERISA Affiliate to meet all applicable requirements under the Pension Funding Rules in respect of a Pension Plan, whether or not waived, or the failure by the Company or any ERISA Affiliate to make any required contribution to a Multiemployer Plan.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“Event of Default” has the meaning specified in Section 8.01.

“Event of Loss” means, with respect to any property, any of the following: (a) any loss, destruction or damage of such property; (b) any pending or threatened institution of any proceedings for the condemnation or seizure of such property or for the exercise of any right of eminent domain; or (c) any actual condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, of such property, or confiscation of such property or the requisition of the use of such property.

“Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guaranty of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to Section 10.13 and any other “keepwell, support or other agreement” for the benefit of such Guarantor and any and all guarantees of such Guarantor’s Swap Obligations by other Loan Parties) at the time the Guaranty of such Guarantor, or a grant by such Guarantor of a security interest, becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guaranty or security interest is or becomes excluded in accordance with the first sentence of this definition.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Company under Section 11.13) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.01), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(e) and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA.

“Existing Credit Agreement” means that certain Sixth Amended and Restated Credit Agreement, dated as of January 30, 2017 (as amended, restated, supplemented or otherwise modified from time to time) among the Company, the other borrowers party thereto, the guarantors party thereto, the lenders party thereto, and Bank of America, N.A., as administrative agent.

“Existing Letters of Credit” means those certain letters of credit set forth on Schedule 1.01.

“Existing Noteholder Documents” means, collectively, the following:

(a)

Company Note Agreement One; and

(b)

Company Note Agreement Two;

and each other document, instrument or agreement from time to time executed by any Loan Party or any Responsible Officer and delivered in connection with any of the foregoing, as any thereof may be amended, restated, extended, supplemented or otherwise modified in writing from time to time.

“Facility” means the Delayed Draw A-1 Facility, the Delayed Draw A-2 Facility or the Revolving Credit Facility, as the context may require, and shall include any Incremental Facility Loans.

“Facility Termination Date” means the date as of which all of the following shall have occurred: (a) all Commitments have terminated, (b) all Obligations have been paid in full (other than contingent indemnification obligations), and (c) all Letters of Credit have terminated or expired (other than Letters of Credit as to which other arrangements with respect thereto satisfactory to the Administrative Agent and the L/C Issuer shall have been made).

“FASB ASC” means the Accounting Standards Codification of the Financial Accounting Standards Board.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantially comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.

“Federal Funds Rate” means, for any day, the rate per annum calculated by the Federal Reserve Bank of New York based on such day’s federal funds transactions by depository institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the federal funds effective rate; provided that if the Federal Funds Rate as so determined would be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Fee Letter” means the letter agreement, dated May 21, 2024, among the Company and BAS.

“Foreign Lender” means (a) if the applicable Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the applicable Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which such Borrower is resident for tax purposes. For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to the L/C Issuer, such Defaulting Lender’s Applicable Percentage of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swing Line Lender, such Defaulting Lender’s Applicable Percentage of Swing Line Loans other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

“Fund” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied. For the avoidance of doubt, this definition of GAAP includes the basis upon which the Company and the Restricted Subsidiaries are presented on a consolidated basis in the footnotes to the Audited Financial Statements.

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Guarantee” means, as to any Person, any (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien); provided, however, that the term “Guarantee” shall not include (a) endorsements of instruments for deposit or collection in the ordinary course of business or (b) any hold harmless or other agreement having the economic effect of guarantying the collectability of the receivables of any Subsidiary, from time to time deposited (or with respect to which interests therein are from time to time deposited) into a Capital Construction Fund. The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“Guaranteed Cash Management Agreement” means any Cash Management Agreement between any Loan Party and any of its Restricted Subsidiaries and any Cash Management Bank.

“Guaranteed Hedge Agreement” means any interest rate, currency, foreign exchange, or commodity Swap Contract not prohibited under Article VI or VII between any Loan Party and any of its Restricted Subsidiaries and any Hedge Bank.

“Guaranteed Obligations” means all Obligations and all Additional Guaranteed Obligations.

“Guaranteed Party Designation Notice” means a notice from any Lender or an Affiliate of a Lender substantially in the form of Exhibit I.

“Guarantors” means, collectively, (a) the Subsidiaries of the Company identified as a “Guarantor” on the signature pages hereto and as may from time to time become parties to this Agreement pursuant to Section 6.12, and (b) with respect to Additional Guaranteed Obligations owing by any Loan Party or any of its Restricted Subsidiaries and any Swap Obligation of a Specified Loan Party (determined before giving effect to Sections 10.01 and 10.13) under the Guaranty, each Borrower.

“Guaranty” means the Guaranty made by the Guarantors under Article X in favor of the Administrative Agent, the Lenders and the L/C Issuer.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants including petroleum or petroleum distillates, natural gas, natural gas liquids, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, toxic mold, infectious or medical wastes and all other substances, wastes, chemicals, pollutants, contaminants or compounds of any nature in any form regulated pursuant to any Environmental Law.

“Hedge Bank” means any Person in its capacity as a party to a Swap Contract that, (a) at the time it enters into a Swap Contract not prohibited under Articles VI or VII, is a Lender or an Affiliate of a Lender, or (b) at the time it (or its Affiliate) becomes a Lender, is a party to a Swap Contract not prohibited under Articles VI or VII, in each case, in its capacity as a party to such Swap Contract (even if such Person ceases to be a Lender or such Person’s Affiliate ceased to be a Lender); provided, in the case of a Guaranteed Hedge Agreement with a Person who is no longer a Lender (or Affiliate of a Lender), such Person shall be considered a Hedge Bank only through the stated termination date (without extension or renewal) of such Guaranteed Hedge Agreement and provided further that for any of the foregoing to be included as a “Guaranteed Hedge Agreement” on any date of determination by the Administrative Agent, the applicable Hedge Bank (other than the Administrative Agent or an Affiliate of the Administrative Agent) must have delivered a Guaranteed Party Designation Notice to the Administrative Agent prior to such date of determination.

“Incremental Amount” means, as of any date of determination, the sum of (a) $400,000,000 minus (b) the aggregate amount of Incremental Term Facilities and/or Incremental Revolving Commitments incurred in reliance on clause (a) above prior to such date pursuant to Section 2.16 plus (c) an unlimited amount so long as, in the case of this clause (c), immediately after giving pro forma effect to the applicable increase in the Incremental Term Facility and/or Incremental Revolving Commitments and the use of proceeds therefrom (and any related Acquisitions, other Investments or other transactions in connection therewith), the Consolidated Net Leverage Ratio does not exceed 3.50 to 1.00 (assuming for the purpose of calculating the Consolidated Net Leverage Ratio pursuant to this definition, (i) such increase of the Incremental Revolving Commitments and/or Incremental Term Facility shall be deemed to be fully drawn and (ii) the cash proceeds of such Incremental Revolving Commitments and/or Incremental Term Facility or any other simultaneous incurrence of Indebtedness shall not be netted from Consolidated Debt) minus (d) the aggregate amount of any Incremental Equivalent Debt incurred prior to such date.

“Incremental Equivalent Debt” means any unsecured (senior or subordinated) notes issued in lieu of Incremental Revolving Commitments or Incremental Term Loans; provided, that, (a) if secured, such Incremental Equivalent Debt shall be subject to an intercreditor agreement on terms reasonably satisfactory to the Administrative Agent and the Company, (b) if subordinated, such Incremental Equivalent Debt shall be subject to a subordination agreement (or other subordination provisions in lieu thereof) on terms reasonably satisfactory to the Administrative Agent and the Company, (c) no Default or Event of Default shall have occurred and be continuing at the time any such Incremental Equivalent Debt is incurred, (d) Incremental Equivalent Debt shall not mature prior to the Maturity Date, or have mandatory prepayment provisions (other than related to customary asset sale, similar events and change of control offers) that would result in mandatory prepayment of such Incremental Equivalent Debt prior to the Maturity Date (it being understood that any Incremental Equivalent Debt may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any applicable mandatory prepayments hereunder), (e) the yield applicable to any Incremental Equivalent Debt will be determined by the Company and the lenders thereunder, (f) there shall be no obligors in respect of any Incremental Equivalent Debt that are not Loan Parties, and (g) the other material terms and conditions of such Incremental Equivalent Debt are (taken as a whole) no more favorable to the lenders providing such Incremental Equivalent Debt than those contained in the Loan Documents (taken as a whole) except for terms and provisions reasonably satisfactory to the Administrative Agent or those that are incorporated via an amendment into this Agreement solely with the consent of the Administrative Agent, such consent not to be unreasonably withheld (it being understood, for the avoidance of doubt, that such amendment shall not require the consent of any Lender).

“Incremental Facility Amendment” has the meaning specified in Section 2.16.

“Incremental Facility Loans” has the meaning specified in Section 2.16.

“Incremental Request” has the meaning specified in Section 2.16.

“Incremental Revolving Commitments” has the meaning specified in Section 2.16.

“Incremental Revolving Credit Loans” has the meaning specified in Section 2.16.

“Incremental Term Facility” has the meaning specified in Section 2.16.

“Incremental Term Loans” has the meaning specified in Section 2.16.

“Incremental Tranche A Term Loan” has the meaning specified in Section 2.16.

“Incremental Tranche B Term Loan” has the meaning specified in Section 2.16.

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b) the maximum amount of all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments;

(c) all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business and not past due for more than 90 days after the date on which such trade account was due and payable);

(d) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(e) all Attributable Indebtedness in respect of Capitalized Leases and Synthetic Lease Obligations of such Person and all Synthetic Debt of such Person;

(f) net obligations of such Person under any Swap Contract;

(g) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interest in such Person or any other Person or any warrant, right or option to acquire such Equity Interest, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; and

(h) all Guarantees of such Person in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.

“Indemnitees” has the meaning specified in Section 11.04(b).

“Information” has the meaning specified in Section 11.07.

“Interest Payment Date” means, (a) as to any Term SOFR Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date of the Facility under which such Loan was made; provided, however, that if any Interest Period for a Term SOFR Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; (b) as to any SOFR Daily Floating Rate Loan, the first Business Day of each month and the Maturity Date of the Facility under which such Loan was made; and (c) as to any Base Rate Loan or Swing Line Loan, the last Business Day of each March, June, September and December and the Maturity Date of the Facility under which such Loan was made (with Swing Line Loans being deemed made under the Revolving Credit Facility for purposes of this definition).

“Interest Period” means, as to each Term SOFR Loan, the period commencing on the date such Term SOFR Loan is disbursed or converted to or continued as a Term SOFR Loan and ending on the date one (1) or three (3) months thereafter (in each case, subject to availability), as selected by the Company in its Committed Loan Notice; provided that:

(a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor Guarantees Indebtedness of such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a Business Unit. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

“IP Rights” has the meaning specified in Section 5.18.

“IRS” means the United States Internal Revenue Service.

“ISP” means the International Standby Practices, International Chamber of Commerce Publication No. 590 (or such later version thereof as may be in effect at the applicable time).

“Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by the L/C Issuer and the Company (or any Subsidiary) or in favor of the L/C Issuer and relating to such Letter of Credit.

“Latest Maturity Date” means the latest of the Maturity Date for the Revolving Credit Facility, the Maturity Date for the Delayed Draw A-1 Facility and the Maturity Date for the Delayed Draw A-2 Facility, as of any date of determination.

“Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“L/C Advance” means, with respect to each Revolving Credit Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Percentage.

“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Revolving Credit Borrowing.

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

“L/C Issuer” means Bank of America in its capacity as issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder.

“L/C Obligations” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“Lender” means each of the Persons identified as a “Lender” on the signature pages hereto, each other Person that becomes a “Lender” in accordance with this Agreement and, their successors and assigns and, unless the context requires otherwise, includes the Swing Line Lender.

“Lender Parties” and “Lender Recipient Parties” mean collectively, the Lenders, the Swing Line Lender and the L/C Issuer.

“Lending Office” means, as to the Administrative Agent, the L/C Issuer or any Lender, the office or offices of such Person described as such in such Person’s Administrative Questionnaire, or such other office or offices as such Person may from time to time notify the Company and the Administrative Agent; which office may include any Affiliate of such Person or any domestic or foreign branch of such Person or such Affiliate.

“Letter of Credit” means any letter of credit issued hereunder, providing for the payment of cash upon the honoring of a presentation thereunder and shall include the Existing Letters of Credit. A Letter of Credit may be a commercial letter of credit or a standby letter of credit.

“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the L/C Issuer.

“Letter of Credit Expiration Date” means the day that is seven days prior to the Maturity Date then in effect for the Revolving Credit Facility (or, if such day is not a Business Day, the next preceding Business Day).

“Letter of Credit Fee” has the meaning specified in Section 2.03(h).

“Letter of Credit Sublimit” means an amount equal to $75,000,000. The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Credit Facility.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of any financing statement under the Uniform Commercial Code or comparable Laws of any jurisdiction) or any other type of preference, priority or preferential arrangement that creates an interest in property for the purpose, or having the effect, of protecting a creditor against loss or securing the payment or performance of an obligation, and including the interest of a purchaser of accounts receivable.

“Loan” means an extension of credit by a Lender to a Borrower under Article II in the form of a Delayed Draw Term A-1 Loan, a Delayed Draw Term A-2 Loan, a Revolving Credit Loan or a Swing Line Loan, and shall include, as the context requires, any Incremental Facility Loan.

“Loan Documents” means this Agreement, each Designated Borrower Request and Assumption Agreement, each Additional Guarantor Joinder Agreement, each Note, each Issuer Document, the Fee Letter, each Incremental Facility Amendment, any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.17 of this Agreement and each other document, instrument or agreement from time to time executed by any Loan Party or any Responsible Officer and delivered in connection with this Agreement.

“Loan Parties” means, collectively, the Company, each Guarantor and each Designated Borrower.

“MARAD” shall mean the United States, represented by the Maritime Administrator.

“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, on the business, financial condition or operations of the Company and its Restricted Subsidiaries taken as a whole; (b) a material impairment of the ability of the Borrowers and the Guarantors to perform their obligations under the Loan Documents; or (c) a material adverse effect on the rights and remedies of the Lenders or the Administrative Agent under the Loan Documents.

“Material Subsidiary” means each Subsidiary of the Borrower that is (a) a Designated Borrower, (b) a Guarantor, or (c) any other Restricted Subsidiary that (i) accounts or accounted for 10% or more of Consolidated Adjusted EBITDA and/or (ii) owned 10% or more of the Consolidated Total Assets, in each case, as of the last day of the most recent period of four consecutive fiscal quarters of the Borrower for which financial statements have been delivered pursuant to Section 6.01 or as of the end of either of the two most recently ended fiscal years of the Company; provided, that, if as of the last day of the most recent fiscal period for which financial statements have been delivered pursuant to Section 6.01, (A) the Consolidated Adjusted EBITDA of all Restricted Subsidiaries that are not Material Subsidiaries hereunder shall have exceeded 15% of the Consolidated Adjusted EBITDA of the Company and its Restricted Subsidiaries, or (B) the total Consolidated Total Assets attributable to all Restricted Subsidiaries that are not Material Subsidiaries hereunder shall have exceeded 15% of the Consolidated Total Assets, in each case, for the most recent four-quarter period for which financial statements have been delivered pursuant to Section 6.01, then the Borrower shall, within forty-five (45) days of the delivery of such financial statements, designate one or more of such Restricted Subsidiaries that are not Material Subsidiaries to be deemed Material Subsidiaries, until such excess shall have been eliminated.

“Maturity Date” means (a) with respect to the Revolving Credit Facility and the Delayed Draw A-1 Facility, May 21, 2029 and (b) with respect to the Delayed Draw A-2 Facility, the earlier of (i) November 21, 2024 and (ii) the date on which the date on which any Noteholder Documents are executed and become effective; provided, however, that, in each case, if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.

“Minimum Collateral Amount” means, at any time, (i) with respect to Cash Collateral consisting of cash or deposit account balances provided to reduce or eliminate Fronting Exposure during the existence of a Defaulting Lender, an amount equal to 100% of the Fronting Exposure of the L/C Issuer with respect to Letters of Credit issued and outstanding at such time, (ii) with respect to Cash Collateral consisting of cash or deposit account balances provided in accordance with the provisions of Section 2.17(a)(i), (a)(ii) or (a)(iii), an amount equal to 100% of the Outstanding Amount of all L/C Obligations, and (iii) otherwise, an amount determined by the Administrative Agent and the L/C Issuer in their sole discretion.

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Company or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“Multiple Employer Plan” means a Plan which has two or more contributing sponsors (including the Company or any ERISA Affiliate) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.

“Net Proceeds” means (a) as to any Disposition by a Person, proceeds in cash, checks or other cash equivalent financial instruments as and when received by such Person, net of: (i) the direct costs relating to such Disposition excluding amounts payable to such Person or any Affiliate of such Person and (ii) sale, use or other transaction taxes paid or payable by such Person as a direct result thereof and (b) as to any Event of Loss, proceeds paid to a Person on account of such Event of Loss, net of (i) all of the costs and expenses reasonably incurred in connection with the collection of such proceeds, award or other payments, and (ii) any amounts retained by or paid to parties having superior rights to such proceeds, awards or other payments. “Net Proceeds” shall not include proceeds paid to a Person on account of any Event of Loss if and to the extent that such proceeds (x) are required by a Contractual Obligation of such Person with MARAD or applicable Law to be deposited in a Capital Construction Fund of such Person and (y) such proceeds are actually deposited by such Person in such Capital Construction Fund when no Event of Default has occurred and is continuing.

“Non-Consenting Lender” means any Lender that does not approve any consent, waiver or amendment that (i) requires the approval of all Lenders or all affected Lenders in accordance with the terms of Section 11.01 and (ii) has been approved by the Required Lenders.

“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.

“Note” means a Delayed Draw A-1 Loan Term Note, Delayed Draw A-2 Loan Term Note or a Revolving Credit Note, as the context may require.

“Noteholder Documents” means, each note purchase agreement executed by any Loan Party and each other document, instrument or agreement from time to time executed by such Loan Party or any Responsible Officer and delivered in connection with such note purchase agreement, as any thereof may be amended, restated, extended, supplemented or otherwise modified in writing from time to time.

“Noteholders” means collectively, each holder of a note issued under a Noteholder Document described in the definition of the Noteholder Documents.

“Notice of Loan Prepayment” means a notice of prepayment with respect to a Loan, which shall be substantially in the form of Exhibit J or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Company.

“NPL” means the National Priorities List under CERCLA.

“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan, or Letter of Credit, and all costs and expenses incurred in connection with enforcement and collection of the foregoing, including the fees, charges and disbursements of counsel, in each case whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest, expenses and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof pursuant to any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest, expenses and fees are allowed claims in such proceeding; provided that, without limiting the foregoing, the Obligations of a Loan Party shall exclude any Excluded Swap Obligations with respect to such Loan Party.

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“OSG Acquisition” means the Company’s acquisition of 100% of the issued and outstanding Equity Interests of Overseas Shipholdings Group, Inc., a Delaware corporation, that are not owned by the Company as of the Closing Date.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.06).

“Other Term Loans” has the meaning specified in Section 2.16.

“Outstanding Amount” means (a) with respect to Delayed Draw Term A-1 Loans, Delayed Draw Term A-2 Loans, Revolving Credit Loans and Swing Line Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Delayed Draw Term A-1 Loans, Delayed Draw Term A-2 Loans, Revolving Credit Loans and Swing Line Loans, as the case may be, occurring on such date; and (b) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Company of Unreimbursed Amounts.

“Participant” has the meaning specified in Section 11.06(d).

“Participant Register” has the meaning specified in Section 11.06(d).

“Patriot Act” has the meaning specified in Section 11.20.

“PBGC” means the Pension Benefit Guaranty Corporation.

“Pension Funding Rules” means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Pension Plans and set forth in Sections 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.

“Pension Plan” means any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained or is contributed to by the Company and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code.

“Performance Bonds” means all surety bonds, performance bonds, bid bonds, appeal bonds, completion guarantees, notary bonds and similar instruments issued for the account of the Company or any Restricted Subsidiary to secure the performance of obligations of the Company or any Subsidiary (or to the extent issued in the ordinary course of business, any other Person) under any contract entered into in the ordinary course of business.

“Permitted Acquisition” means Investments consisting of an Acquisition by the Company or any Material Subsidiary; provided that:

(a) the representations and warranties made by the Loan Parties in any Loan Document shall (i) with respect to representations and warranties that contain a materiality qualification, be true and correct on and as of the date of such Acquisition (after giving effect thereto) and (ii) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects on and as of the date of such Acquisition (after giving effect thereto), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this clause (a), the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 and the representations and warranties contained in Section 5.13(a) shall be deemed to refer to Schedule 5.13 as supplemented by each of the reports furnished pursuant to Section 6.02(g);

(b) no Default or Event of Default shall then exist or would exist after giving effect to such Acquisition;

(c) in the case of an Acquisition of the Capital Stock of another Person, the board of directors (or other comparable governing body) of such other Person shall have duly approved such Acquisition,

(d) after giving effect to such Acquisition, (i) the Company will be in pro forma compliance with the financial covenants set forth in Section 7.12 and (ii) the Consolidated Net Leverage Ratio shall be at least 0.25x less than the then permitted Consolidated Net Leverage Ratio set forth in Section 7.12(a) (giving effect to any Adjustment Period, if applicable), in each case, with each financial covenant recomputed as at the last day of the most recently ended fiscal quarter of the Company for which financial statements were required to be delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such Acquisition had been consummated as of the first day of the four fiscal quarter period preceding the date of such financial statements;

(e) if such Acquisition is structured as a merger, the Company (or if such merger is with any Restricted Subsidiary, then such Restricted Subsidiary) shall be the surviving Person after giving effect to such merger; and

(f) if the consideration for such Acquisition (including assumed liabilities, earnout payments and any other deferred payment) exceeds $50,000,000, the Company shall have delivered to the Administrative Agent, a certificate of a Responsible Officer of the Company certifying as to the compliance with the conditions set forth in this definition (including detailed financial covenant calculations) not less than five Business Days prior to the consummation of such Acquisition; provided, that, the Company shall deliver such certificate for the OSG Acquisition regardless of the amount of consideration paid.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees of the Company or any ERISA Affiliate or any such Plan to which the Company or any ERISA Affiliate is required to contribute on behalf of any of its employees.

“Platform” has the meaning specified in Section 6.02.

“Principal Shareholders” means, collectively (a) Michael Garvey, Lynn Garvey or any of their lineal descendants (including by adoption) and/or (b) any trust or similar entity all of the beneficiaries of which, or a corporation, partnership or limited liability company, all of the stockholders, limited and general partners or members of which, are any of the Persons identified in the foregoing clause (a).

“Priority Debt” means, at any time of determination thereof and without duplication, (a) Indebtedness of the Company secured by any Lien (including, without limitation, all Title XI Debt, whether full recourse or limited recourse) and (b) all Indebtedness or Restricted Subsidiaries secured by any Lien (including, without limitation, all Title XI Debt, whether full recourse or limited recourse) and, without duplication, all unsecured Indebtedness of Restricted Subsidiaries of the Company (other than unsecured Indebtedness of Designated Borrowers and Guarantors); provided, however, that Priority Debt shall not include (i) Indebtedness of Unrestricted Subsidiaries, (ii) Indebtedness owing from any Subsidiary to the Company or any other Subsidiary, (iii) any of the Obligations, or (iv) any of the obligations of the Company or any Restricted Subsidiary under the Noteholder Documents and Guarantees in respect thereof, so long as the obligations under the Noteholder Documents are unsecured; provided further, for purposes of clarification, the obligations of the Company and its Restricted Subsidiaries under any Noteholder Documents and Guarantees in respect thereof shall not constitute Priority Debt solely as a result of such obligations being secured (without the Obligations being equally and ratably secured) by cash collateral in an amount for each such Noteholder Document not to exceed the amount of Cash Collateral at such time being provided by the Company and its Subsidiaries pursuant to Section 2.17.

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“Public Lender” has the meaning specified in Section 6.02.

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

“QFC Credit Support” has the meaning specified in Section 11.21.

“Qualified ECP Guarantor” shall mean, at any time, each Loan Party with total assets exceeding $10,000,000 or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and can cause another person to qualify as an “eligible contract participant” at such time under §1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Recipient” means the Administrative Agent, any Lender, the L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder.

“Register” has the meaning specified in Section 11.06(c).

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors, consultants, service providers and representatives of such Person and of such Person’s Affiliates.

“Release” means any release, spill, emission, discharge, deposit, disposal, leaking, pumping, pouring, dumping, emptying, injection or leaching into the Environment, or into, from or through any building, structure or facility.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived.

“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Delayed Draw Term A-1 Loans, Delayed Draw Term A-2 Loans or Revolving Credit Loans, a Committed Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice.

“Required Lenders” means, at any time, Lenders having Total Credit Exposures representing more than 50% of the Total Credit Exposures of all Lenders at such time. The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time; provided that, the amount of any participation in any Swing Line Loan and Unreimbursed Amounts that such Defaulting Lender has failed to fund that have not been reallocated to and funded by another Lender shall be deemed to be held by the Lender that is the Swing Line Lender or the L/C Issuer, as the case may be, in making such determination; provided, further, that this definition is subject to Section 3.03.

“Rescindable Amount” has the meaning as defined in Section 2.13(b)(ii).

“Resignation Effective Date” has the meaning set forth in Section 9.06.

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Responsible Officer” means the chief executive officer, president, chief financial officer, treasurer, assistant treasurer or controller of a Loan Party, solely for purposes of the delivery of incumbency certificates pursuant to Section 4.01(b), the secretary or any assistant secretary of a Loan Party and, solely for purposes of notices given pursuant to Article II, any other officer or employee of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative Agent or any other officer or employee of the applicable Loan Party designated in or pursuant to an agreement between the applicable Loan Party and the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party. To the extent requested by the Administrative Agent, each Responsible Officer will provide an incumbency certificate and to the extent requested by the Administrative Agent, appropriate authorization documentation, in form and substance satisfactory to the Administrative Agent.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other Equity Interest of any Person or any of its Subsidiaries, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital to any Person’s stockholders, partners or members (or the equivalent of any thereof), or any option, warrant or other right to acquire any such dividend or other distribution or payment.

“Restricted Subsidiary” means any Subsidiary other than an Unrestricted Subsidiary.

“Revolving Credit Borrowing” means a borrowing consisting of simultaneous Revolving Credit Loans of the same Type and, in the case of Term SOFR Loans, having the same Interest Period made by each of the Revolving Credit Lenders pursuant to Section 2.01(c).

“Revolving Credit Commitment” means, as to each Revolving Credit Lender, its obligation to (a) make Revolving Credit Loans to a Borrower pursuant to Section 2.01(c), (b) purchase participations in L/C Obligations, and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 under the caption “Revolving Credit Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. Revolving Credit Commitments shall include any Incremental Revolving Commitments.

“Revolving Credit Exposure” means, as to any Lender at any time, the aggregate principal amount at such time of its outstanding Revolving Credit Loans and such Lender’s participation in L/C Obligations and Swing Line Loans at such time.

“Revolving Credit Facility” means, at any time, the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Commitments at such time.

“Revolving Credit Lender” means, at any time, (a) so long as any Revolving Credit Commitment is in effect, any Lender that has a Revolving Credit Commitment at such time or (b) if the Revolving Credit Commitments have terminated or expired, any Lender that has a Revolving Credit Loan or a participation in L/C Obligations or Swing Line Loans at such time.

“Revolving Credit Loan” has the meaning specified in Section 2.01(c).

“Revolving Credit Note” means a promissory note made by a Borrower in favor of a Revolving Credit Lender evidencing Revolving Credit Loans or Swing Line Loans, as the case may be, made by such Revolving Credit Lender, substantially in the form of Exhibit B-3.

“Sanction(s)” means any sanction administered or enforced by the United States government (including, without limitation, OFAC or the U.S. Department of State), the United Nations Security Council, the European Union (or any European Union member state), His Majesty’s Treasury or other relevant sanctions authority.

“Scheduled Unavailability Date” has the meaning specified in Section 3.03(b).

“Shareholder Subordinated Debt” means Indebtedness of the Company that satisfies the following criteria: (a) such Indebtedness is of a type described in clause (a) of the definition of Indebtedness in this Section; (b) such Indebtedness matures not earlier than the Maturity Date; (c) such Indebtedness is owing to shareholders of the Company; and (d) the Company and the Principal Shareholders or other shareholders of the Company to whom such Indebtedness is owed have executed and delivered a subordination agreement in favor of the Administrative Agent, the Lenders and the Noteholders in form and substance satisfactory to Required Lenders and the Majority Noteholders or any similar term, as defined in each Noteholder Document.

“SOFR” means the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York (or a successor administrator).

“SOFR Adjustment” means 0.10% (10 basis points).

“SOFR Daily Floating Rate” means, for any day, a fluctuating rate of interest, which can change on each Business Day, equal to the Term SOFR Screen Rate two (2) U.S. Government Securities Business Days prior to such day, with a term equivalent to one (1) month beginning on that date; provided, that, if the rate is not published prior to 11:00 a.m. on such determination date then the SOFR Daily Floating Rate means such Term SOFR Screen Rate on the first (1^st) U.S. Government Securities Business Day immediately prior thereto, in each case, plus the SOFR Adjustment; provided, further, that, if the SOFR Daily Floating Rate shall be less than zero, such rate shall be deemed zero.

“SOFR Daily Floating Rate Loan” a Loan that bears interest at the SOFR Daily Floating Rate.

“Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature, (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital, and (e) such Person is able to pay its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Specified Loan Party” means any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to Section 10.13).

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which more than 50% of the Capital Stock having ordinary voting power for the election of directors, managing general partners or other governing body (other than Capital Stock having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Company.

“Successor Rate” has the meaning specified in Section 3.03(b).

“Supported QFC” has the meaning specified in Section 11.21.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Obligations” means with respect to any Guarantor any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“Swing Line Account” means a deposit account maintained by the Company with the Swing Line Lender as may be designated by Company and the Swing Line Lender to the Administrative Agent from time to time.

“Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.04.

“Swing Line Lender” means Wells Fargo, in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.

“Swing Line Loan” has the meaning specified in Section 2.04(a).

“Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b).

“Swing Line Rate” means for any day a fluctuating rate per annum equal to the rate of interest most recently announced within the Swing Line Lender at its principal office as its “prime rate,” with the understanding that the “prime rate” is one of the Swing Line Lender’s base rates and serves as the basis upon which effective rates of interest are calculated for those loans making reference thereto, and is evidenced by the recording thereof after its announcement in such internal publication or publications as the Swing Line Lender may designate.

“Swing Line Rules” has the meaning specified in Section 2.04(b).

“Swing Line Sublimit” means an amount equal to the lesser of (a) $30,000,000 and (b) the Revolving Credit Facility. The Swing Line Sublimit is part of, and not in addition to, the Revolving Credit Facility.

“Synthetic Debt” means, with respect to any Person as of any date of determination thereof, all obligations of such Person in respect of transactions entered into by such Person that are intended to function primarily as a borrowing of funds but are not otherwise included in the definition of “Indebtedness” or as a liability on the consolidated balance sheet of such Person and its Subsidiaries in accordance with GAAP.

“Synthetic Lease Obligation” means the monetary obligations of a Person under Synthetic Leases under which such Person is party as lessee. For purposes of this definition, “Synthetic Lease” shall mean, at any time, any lease (including leases that may be terminated by the lessee at any time) of any property (i) that is accounted for as an operating lease under GAAP, and (ii) in respect of which the lessee retains or obtains ownership of the property so leased for U.S. federal income tax purposes, other than any such lease under which such Person is the lessor.

“Target Balance” means, at any time, a Collected Balance of zero Dollars.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term SOFR” means:

(a)for any Interest Period with respect to a Term SOFR Loan, the rate per annum equal to the Term SOFR Screen Rate two U.S. Government Securities Business Days prior to the commencement of such Interest Period with a term equivalent to such Interest Period; provided that if the rate is not published prior to 11:00 a.m. on such determination date then Term SOFR means the Term SOFR Screen Rate on the first U.S. Government Securities Business Day immediately prior thereto, in each case, plus the SOFR Adjustment for such Interest Period; and

(b)for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to the Term SOFR Screen Rate two U.S. Government Securities Business Days prior to such date with a term of one month commencing that day; provided that if the rate is not published prior to 11:00 a.m. on such determination date then Term SOFR means the Term SOFR Screen Rate on the first U.S. Government Securities Business Day immediately prior thereto, in each case, plus the SOFR Adjustment for such term;

provided that if Term SOFR determined in accordance with either of the foregoing provisions (a) or (b) of this definition would otherwise be less than zero, Term SOFR shall be deemed zero for purposes of this Agreement.

“Term SOFR Loan” means a Loan that bears interest at a rate based on clause (a) of the definition of “Term SOFR”.

“Term SOFR Screen Rate” means the forward-looking SOFR term rate administered by CME (or any successor administrator satisfactory to the Administrative Agent) and published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time).

“Threshold Amount” means $25,000,000.

“Title XI Fund Amount” means, on any date, the aggregate amount of Investments maintained in all Title XI Reserve Funds.

“Title XI Debt” means all Indebtedness of the Company or any Restricted Subsidiary that is guaranteed by the United States pursuant to 46 USC Chapter 537.

“Title XI Reserve Fund” means, with respect to any Person, a fund established by such Person pursuant to the terms of financing documents made or entered into or in effect between such Person and the United States in connection with Indebtedness of such Person that is guaranteed by the United States pursuant to Chapter 537 of Title 46 of the United States Code, as amended.

“Total Credit Exposure” means, as to any Lender at any time, the unused Aggregate Revolving Commitments, the unused Delayed Draw A-1 Commitments, the unused Delayed Draw A-2 Commitments, the Revolving Credit Exposure, the Outstanding Amount of all Delayed Draw Term A-1 Loans and the Outstanding Amount of all Delayed Draw Term A-2 Loans of such Lender at such time.

“Total Revolving Credit Outstandings” means the sum of (a) the Outstanding Amount of all Revolving Credit Loans plus (b) the Outstanding Amount of L/C Obligations, plus (c) Swing Line Sublimit.

“Tropical Shipping” means Tropical Shipping and Construction Company Holdings Limited, a corporation formed under the laws of the Cayman Islands.

“Type” means, with respect to a Loan, its character as a Base Rate Loan, a Term SOFR Loan or a SOFR Daily Floating Rate Loan.

“UCP” means, with respect to any Letter of Credit, the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce (“ICC”) Publication No. 600 (or such later version thereof as may be in effect at the time of issuance).

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person subject to IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“United States” and “U.S.” mean the United States of America.

“Unreimbursed Amount” has the meaning specified in Section 2.03(c)(i).

“Unrestricted Cash Amount” means, as of any date of determination, the lesser of (i) $50,000,000 and (ii) the aggregate amount of domestic cash and cash equivalents of Company and its Restricted Subsidiaries (in each case, free and clear of all Liens), excluding cash and cash equivalents that are listed as “restricted” on the consolidated balance sheet of the Company and its Subsidiaries as of such date unless “restricted” in favor of the Obligations.

“Unrestricted Subsidiaries” means, at any date of determination, any Subsidiary of the Company (other than a Borrower) that has been designated as an Unrestricted Subsidiary by the Company (in a written notice by the Company to the Administrative Agent) and any Subsidiary of an Unrestricted Subsidiary (it being understood that the designation of a Subsidiary as an Unrestricted Subsidiary shall constitute a designation of such Subsidiaries as Unrestricted Subsidiaries); provided, that, after giving effect to any such designation, no Subsidiary that owns any Equity Interests of a Borrower or any Restricted Subsidiary shall be designated an Unrestricted Subsidiary; provided, further, that, (i) no Default or Event of Default has occurred and is continuing or would result therefrom, (ii) the Company shall have delivered to the Administrative Agent a Compliance Certificate demonstrating that, upon giving pro forma effect to such designation, the Loan Parties would be in compliance with the financial covenants set forth in Section 7.12 as of the most recent fiscal quarter end for which the Company was required to deliver financial statements pursuant to Section 6.01(a) or (b) and (iii) such Subsidiary shall have been or will promptly be designated an “unrestricted subsidiary” (or otherwise not be subject to the covenants) under the Noteholder Documents, any Incremental Equivalent Debt, any other Indebtedness with an outstanding principal amount in excess of the Threshold Amount and any permitted refinancing of any of the foregoing. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the applicable Loan Party or Subsidiary therein. Any Unrestricted Subsidiary may be redesignated as a Restricted Subsidiary in a written notice by the Company to the Administrative Agent; provided, that, (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) the Company shall have delivered to the Administrative Agent a Compliance Certificate demonstrating that, upon giving pro forma effect to such redesignation, the Loan Parties would be in compliance with the financial covenants set forth in Section 7.12 as of the most recent fiscal quarter end for which the Company was required to deliver financial statements pursuant to Section 6.01(a) or (b). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of such designation of any Indebtedness or Liens of such Subsidiary existing at such time. Once an Unrestricted Subsidiary has been re-designated as a Restricted Subsidiary, such Subsidiary may only be designated as an Unrestricted Subsidiary one (1) additional time during the term of this Agreement. As of the Closing Date, the Unrestricted Subsidiaries are set forth on Schedule 5.13.

“U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

“U.S. Special Resolution Regimes” has the meaning specified in Section 11.21.

“U.S. Tax Compliance Certificate” has the meaning specified in Section 3.01(e)(ii)(B)(III).

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years (and/or portion thereof) obtained by dividing: (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (b) the then outstanding principal amount of such Indebtedness.

“Wells Fargo” means Wells Fargo Bank, National Association, and its successors.

“Withholding Agent” means each Loan Party and the Administrative Agent.

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

1.02 Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including the Loan Documents and any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, amended and restated, modified, extended, restated, replaced or supplemented from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto,” “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Preliminary Statements, Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any reference to any law, rule or regulation shall, unless otherwise specified, refer to such law, rule or regulation as amended, modified, extended, restated, replaced or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

(c) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

(d) Any reference herein to a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).

1.03 Accounting Terms.

(a) Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, (i) Indebtedness of the Loan Parties and their Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 on financial liabilities shall be disregarded, (ii) all liability amounts shall be determined excluding any liability relating to any operating lease, all asset amounts shall be determined excluding any right-of-use assets relating to any operating lease, all amortization amounts shall be determined excluding any amortization of a right-of-use asset relating to any operating lease, and all interest amounts shall be determined excluding any deemed interest comprising a portion of fixed rent payable under any operating lease, in each case to the extent that such liability, asset, amortization or interest pertains to an operating lease under which the covenantor or a member of its consolidated group is the lessee and would not have been accounted for as such under GAAP as in effect on December 31, 2015, and (iii) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under FASB ASC Topic 825 “Financial Instruments” (or any other financial accounting standard having a similar result or effect) to value any Indebtedness of any Loan Party or any Subsidiary at “fair value”, as defined therein. For purposes of determining the amount of any outstanding Indebtedness, no effect shall be given to (x) any election by the Company to measure an item of Indebtedness using fair value (as permitted by Financial Accounting Standards Board Accounting Standards Codification 825–10–25 (formerly known as FASB 159) or any similar accounting standard) or (y) any change in accounting for leases pursuant to GAAP resulting from the implementation of Financial Accounting Standards Board ASU No. 2016–02, Leases (Topic 842), to the extent such adoption would require recognition of a lease liability where such lease (or similar arrangement) would not have required a lease liability under GAAP as in effect on December 31, 2015.

(b) Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Company or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Company shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Company shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

(c) Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Company and its Subsidiaries or to the determination of any amount for the Company and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Company is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

(d) Pro Forma Treatment. Each Disposition of all or substantially all of a line of business, and each Acquisition, by any Loan Party and its Subsidiaries that is consummated during any four fiscal quarter period shall, for purposes of determining compliance with the financial covenants set forth in Section 7.12 and for purposes of determining the Applicable Rate, be given pro forma effect in accordance with Section 7.12(c).

1.04 Rounding. Any financial ratios required to be maintained by the Company pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

1.05 Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Pacific time (daylight or standard, as applicable).

1.06 Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

1.07 Currency Equivalents Generally. Any amount specified in this Agreement (other than in Articles II, IX and X) or any of the other Loan Documents to be in Dollars shall also include the equivalent of such amount in any currency other than Dollars, such equivalent amount thereof in the applicable currency to be determined by the Administrative Agent at such time on the basis of the Spot Rate (as defined below) for the purchase of such currency with Dollars. For purposes of this Section 1.07, the “Spot Rate” for a currency means the rate determined by the Administrative Agent to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to the date of such determination; provided that the Administrative Agent may obtain such spot rate from another financial institution designated by the Administrative Agent if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency.

1.08 Rates. The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to any reference rate referred to herein or with respect to any rate (including, for the avoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an alternative or replacement for or successor to any such rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing) or the effect of any of the foregoing, or of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions or other activities that affect any reference rate referred to herein, or any alternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing) or any related spread or other adjustments thereto, in each case, in a manner adverse to the Borrowers. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain any reference rate referred to herein or any alternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing), in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrowers, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any rate (or component thereof) provided by any such information source or service.

Article II
THE COMMITMENTS AND CREDIT EXTENSIONS

2.01 The Loans.

(a) The Delayed Draw A-1 Borrowing. Subject to the terms and conditions set forth herein, each Delayed Draw A-1 Lender severally agrees to make a single loan to the Company during the Delayed Draw A-1 Availability Period in an amount not to exceed such Delayed Draw A-1 Lender’s Applicable Percentage of the Delayed Draw A-1 Facility. The Delayed Draw A-1 Borrowing shall consist of Delayed Draw Term A-1 Loans made simultaneously by the Delayed Draw A-1 Lenders in accordance with their respective Applicable Percentage of the Delayed Draw A-1 Facility. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. Delayed Draw Term A-1 Loans may be Base Rate Loans, SOFR Daily Floating Rate Loans or Term SOFR Loans, as further provided herein.

(b) The Delayed Draw A-2 Borrowing. Subject to the terms and conditions set forth herein, each Delayed Draw A-2 Lender severally agrees to make a single loan to the Company during the Delayed Draw A-2 Availability Period in an amount not to exceed such Delayed Draw A-2 Lender’s Applicable Percentage of the Delayed Draw A-2 Facility. The Delayed Draw A-2 Borrowing shall consist of Delayed Draw Term A-2 Loans made simultaneously by the Delayed Draw A-2 Lenders in accordance with their respective Applicable Percentage of the Delayed Draw A-2 Facility. Amounts borrowed under this Section 2.01(b) and repaid or prepaid may not be reborrowed. Delayed Draw Term A-2 Loans may be Base Rate Loans, SOFR Daily Floating Rate Loans or Term SOFR Loans, as further provided herein.

(c) The Revolving Credit Borrowings. Subject to the terms and conditions set forth herein, each Revolving Credit Lender severally agrees to make loans (each such loan, a “Revolving Credit Loan”) to the Borrowers from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, (ii) the Revolving Credit Exposure shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment and (iii) the Outstanding Amount of all Revolving Credit Loans made to the Designated Borrowers shall not exceed the Designated Borrower Sublimit. Within the limits of each Revolving Credit Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01(c), prepay under Section 2.05, and reborrow under this Section 2.01(c). Revolving Credit Loans may be Base Rate Loans, Term SOFR Loans or SOFR Daily Floating Rate Loans, as further provided herein.

2.02 Borrowings, Conversions and Continuations of Loans.

(a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Term SOFR Loans shall be made upon the Company’s irrevocable notice to the Administrative Agent, which may be given by: (A) telephone or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) two Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Loans or of any conversion of Term SOFR Loans to Base Rate Loans or SOFR Daily Floating Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans or of any conversion of Base Rate Loans to SOFR Daily Floating Rate Loans, any Borrowing of SOFR Daily Floating Rate Loans or of any conversion of SOFR Daily Floating Rate Loans to Base Rate Loans. Each Borrowing of, conversion to or continuation of Term SOFR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal thereof then outstanding). Each Borrowing of or conversion to SOFR Daily Floating Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal thereof then outstanding). Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal thereof then outstanding). Each Committed Loan Notice shall specify (i) whether the Company is requesting a Delayed Draw A-1 Borrowing, a Delayed Draw A-2 Borrowing, a Revolving Credit Borrowing, a conversion of Delayed Draw Term A-1 Loans, Delayed Draw Term A-2 Loans or Revolving Credit Loans from one Type to the other, or a continuation of Term SOFR Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Company fails to specify a Type of Loan in a Committed Loan Notice or if the Company fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans. If the Company requests a Borrowing of, conversion to, or continuation of Term SOFR Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.

(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage under the applicable Facility of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the Company, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.02(a). In the case of a Borrowing, each applicable Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Company or the other applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of such Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Company; provided, however, that if, on the date a Committed Loan Notice with respect to a Revolving Credit Borrowing is given by the Company, there are L/C Borrowings outstanding, then the proceeds of such Revolving Credit Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the applicable Borrower as provided above.

(c) Except as otherwise provided herein, a Term SOFR Loan may be continued or converted only on the last day of an Interest Period for such Term SOFR Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Term SOFR Loans or SOFR Daily Floating Rate Loans without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the outstanding Term SOFR Loans and/or SOFR Daily Floating Rate Loans be converted immediately to Base Rate Loans.

(d) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers and the Lenders in the absence of manifest error.

(e) After giving effect to all Delayed Draw A-1 Borrowings, all conversions of Delayed Draw Term A-1 Loans from one Type to the other, and all continuations of Delayed Draw Term A-1 Loans as the same Type, there shall not be more than three Interest Periods in effect in respect of the Delayed Draw A-1 Facility. After giving effect to all Delayed Draw A-2 Borrowings, all conversions of Delayed Draw Term A-2 Loans from one Type to the other, and all continuations of Delayed Draw Term A-2 Loans as the same Type, there shall not be more than three Interest Periods in effect in respect of the Delayed Draw A-2 Facility. After giving effect to all Revolving Credit Borrowings, all conversions of Revolving Credit Loans from one Type to the other, and all continuations of Revolving Credit Loans as the same Type, there shall not be more than ten Interest Periods in effect in respect of the Revolving Credit Facility.

(f) Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Company, the Administrative Agent, and such Lender.

(g) With respect to SOFR, SOFR Daily Floating Rate or Term SOFR, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes to the Borrower and the Lenders reasonably promptly after such amendment becomes effective.

(h) This Section 2.02 shall not apply to Swing Line Loans.

2.03 Letters of Credit.

(a) The Letter of Credit Commitment.

(i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Company or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Company or its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, (y) the Revolving Credit Exposure shall not exceed such Lender’s Revolving Credit Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

(ii) The L/C Issuer shall not issue any Letter of Credit, if:

(A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Lenders holding a majority of the Revolving Credit Commitments have approved such expiry date; or

(B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (x) all the Revolving Credit Lenders and the L/C Issuer have approved such expiry date or (y) such Letter of Credit is cash collateralized on terms and pursuant to arrangements satisfactory to the L/C Issuer.

(iii) The L/C Issuer shall not be under any obligation to issue any Letter of Credit if:

(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing the Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the L/C Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good faith deems material to it;

(B) the issuance of the Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;

(C) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the Letter of Credit is in an initial stated amount less than $100,000, in the case of a commercial Letter of Credit, or $500,000, in the case of a standby Letter of Credit;

(D) the Letter of Credit is to be denominated in a currency other than Dollars;

(E) any Revolving Credit Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Company or such Defaulting Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or

(F) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.

(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.

(v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.

(vi) The L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

(b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit.

(i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company delivered to the L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Company. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the L/C Issuer may require. Additionally, the Company shall furnish to the L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the L/C Issuer or the Administrative Agent may require.

(ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company and, if not, the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the L/C Issuer has received written notice from any Revolving Credit Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Credit Lender’s Applicable Percentage times the amount of such Letter of Credit.

(iii) If the Company so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, the Company shall not be required to make a specific request to the L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Revolving Credit Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that the L/C Issuer shall not permit any such extension if (A) the L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Revolving Credit Lender or the Company that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing the L/C Issuer not to permit such extension.

(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C Issuer will also deliver to the Company and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

(i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall notify the Company and the Administrative Agent thereof. Not later than 11:00 a.m. on the date of any payment by the L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), the Company shall reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing. If the Company fails to so reimburse the L/C Issuer by such time, the Administrative Agent shall promptly notify each Revolving Credit Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Revolving Credit Lender’s Applicable Percentage thereof. In such event, the Company shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(ii) Each Revolving Credit Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the L/C Issuer at the Administrative Agent’s Office in an amount equal to its Applicable Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Company in such amount. The Administrative Agent shall remit the funds so received to the L/C Issuer.

(iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Company shall be deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.

(iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Percentage of such amount shall be solely for the account of the L/C Issuer.

(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the L/C Issuer, the Company, any Subsidiary or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Company of a Committed Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Company to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein.

(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, the L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) shall be conclusive absent manifest error.

(d) Repayment of Participations.

(i) At any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Credit Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative Agent receives for the account of the L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Company or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent.

(ii) If any payment received by the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into by the L/C Issuer in its discretion), each Revolving Credit Lender shall pay to the Administrative Agent for the account of the L/C Issuer its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e) Obligations Absolute. The obligation of the Company to reimburse the L/C Issuer for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document;

(ii) the existence of any claim, counterclaim, setoff, defense or other right that the Company or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(iv) waiver by the L/C Issuer of any requirement that exists for the L/C Issuer’s protection and not the protection of the Company or any waiver by the L/C Issuer which does not in fact materially prejudice the Company;

(v) honor of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft;

(vi) any payment made by the L/C Issuer in respect of an otherwise complying item presented after the date specified as the expiration date of, or the date by which documents must be received under such Letter of Credit if presentation after such date is authorized by the UCC, the ISP or the UCP, as applicable;

(vii) any payment by the L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or

(viii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Company or any Subsidiary.

The Company shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Company’s instructions or other irregularity, the Company will immediately notify the L/C Issuer. The Company shall be conclusively deemed to have waived any such claim against the L/C Issuer and its correspondents unless such notice is given as aforesaid.

(f) Role of L/C Issuer. Each Lender and the Company agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Credit Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Company’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Company may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the Company, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Company which the Company proves were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

(g) Applicability of ISP and UCP. Unless otherwise expressly agreed by the L/C Issuer and the Company when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of the UCP shall apply to each commercial Letter of Credit. Notwithstanding the foregoing, the L/C Issuer shall not be responsible to the Company for, and the L/C Issuer’s rights and remedies against the Company shall not be impaired by, any action or inaction of the L/C Issuer required or permitted under any law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the Law or any order of a jurisdiction where the L/C Issuer or the beneficiary is located, the practice stated in the ISP or UCP, as applicable, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade - International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such law or practice.

(h) Letter of Credit Fees. The Company shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Percentage a Letter of Credit fee (the “Letter of Credit Fee”) (i) for each commercial Letter of Credit equal to 1/8 of 1% per annum times the daily amount available to be drawn under such Letter of Credit and (ii) for each standby Letter of Credit equal to the Applicable Rate times the daily amount available to be drawn under such Letter of Credit. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. Letter of Credit Fees shall be (i) due and payable on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each standby Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

(i) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer. The Company shall pay directly to the L/C Issuer for its own account a fronting fee (i) with respect to each commercial Letter of Credit, at the rate specified in the Fee Letter, computed on the amount of such Letter of Credit, and payable upon the issuance thereof, (ii) with respect to any amendment of a commercial Letter of Credit increasing the amount of such Letter of Credit, at a rate separately agreed between the Company and the L/C Issuer, computed on the amount of such increase, and payable upon the effectiveness of such amendment, and (iii) with respect to each standby Letter of Credit, at the rate per annum specified in the Fee Letter, computed on the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears. Such fronting fee shall be due and payable on the tenth Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. In addition, the Company shall pay directly to the L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

(j) Conflict with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control. Notwithstanding the terms of any Letter of Credit Application for a commercial Letter of credit, in no event may the Company extend the time for reimbursing any drawing under a commercial Letter of credit by obtaining a banker acceptance from the L/C Issuer.

(k) Letters of Credit Issued for Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, the Company shall be obligated to reimburse the L/C Issuer hereunder for any and all drawings under such Letter of Credit. The Company hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the Company, and that the Company’s business derives substantial benefits from the businesses of such Subsidiaries.

2.04 Swing Line Loans.

(a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to the Company from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such time, and (ii) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment, (y) the Company shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at a rate based on the Swing Line Rate. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Percentage times the amount of such Swing Line Loan.

(b) Borrowing and Repayment Procedures. On each Business Day that the Target Balance exceeds the Collected Balance in the Swing Line Account (such amount, the “Target Balance Shortfall Amount”), the Company shall be deemed to have requested a Swing Line Loan to be disbursed on such Business Day in an amount equal to the Target Balance Shortfall Amount. On each Business Day that the Collected Balance in the Swing Line Account exceeds the Target Balance (such amount, the “Target Balance Excess Amount”), the Swing Line Lender shall, without any further authorization from or prior notice to the Company, to the extent any Swing Line Loans are outstanding, apply the Target Balance Excess Amount to the payment of such outstanding Swing Line Loans up to the Outstanding Amount thereof. All such disbursements and applications shall be effectuated in accordance with Swing Line Lender’s procedures and rules which govern the maintenance and operation of the Swing Line Account (collectively, the “Swing Line Rules”).

(i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Company (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Revolving Credit Lender make a Base Rate Loan in an amount equal to such Lender’s Applicable Percentage of the amount of Swing Line Loans then outstanding, or a portion of the amount of Swing Line Loans then outstanding; provided that such portion is not less than a principal amount of $100,000 or a whole multiple of $100,000 in excess thereof. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Revolving Credit Facility and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Company with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Applicable Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent in immediately available funds for the account of the Swing Line Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Company in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

(ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with Section 2.04(c)(i), the request for Base Rate Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation.

(iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swing Line Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Loan included in the relevant Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.

(iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Company or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company to repay Swing Line Loans, together with interest as provided herein.

(d) Repayment of Participations.

(i) At any time after any Revolving Credit Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Revolving Credit Lender its Applicable Percentage thereof in the same funds as those received by the Swing Line Lender.

(ii) If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Revolving Credit Lender shall pay to the Swing Line Lender its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Rate. The Administrative Agent will make such demand upon the request of the Swing Line Lender. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e) Interest for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing the Company for interest on the Swing Line Loans. Until each Revolving Credit Lender funds its Base Rate Loan or risk participation pursuant to this Section 2.04 to refinance such Revolving Credit Lender’s Applicable Percentage of any Swing Line Loan, interest in respect of such Applicable Percentage shall be solely for the account of the Swing Line Lender.

(f) Direct Payments; Automatic Deductions. The Company shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender. The Company hereby authorizes the Swing Line Lender to deduct automatically from the Swing Line Account all payments of any interest in respect of the Swing Line Loans when due hereunder or under any other Loan Document. The Swing Line Lender agrees to provide written notice to the Company of any automatic deduction made pursuant to this Section 2.04(f) showing in reasonable detail the amounts of such deduction.

2.05 Mandatory Prepayment of Loans.

(a) Dispositions and Event of Loss. The Borrowers shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to 100% of the Net Proceeds received by any Loan Party or any Subsidiary from all Dispositions (other than Dispositions made pursuant to Sections 7.05(a) through (g)) and Events of Loss within 18 months of the date of such Disposition or Event of Loss; provided, however, that so long as no Default shall have occurred and be continuing, such Net Proceeds shall not be required to be so applied at the election of the Company (as notified by the Company to the Administrative Agent) to the extent such Loan Party or such Subsidiary reinvests all or any portion of such Net Proceeds in operating assets (but specifically excluding current assets as classified by GAAP) within 18 months after the receipt of such Net Proceeds; provided that, if such Net Proceeds shall have not been so reinvested, such Net Proceeds shall be immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligations.

(b) Application of Payments. Each prepayment of Loans pursuant to the foregoing provisions of Section 2.05(a) shall be applied, first, ratably to the principal repayment installments of the Delayed Draw Term A-1 Loan and Delayed Draw Term A-2 Loan on a pro-rata basis for all such principal repayment installments, including, without limitation, the final principal repayment installments on the Maturity Date and, second, to the Revolving Credit Facility in the manner set forth in Section 2.05(d). Subject to Section 2.18, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.

(c) Revolving Outstandings. If for any reason the Total Revolving Outstandings at any time exceed the Aggregate Revolving Commitments at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless, after the prepayment of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Outstandings exceed the Aggregate Revolving Commitments at such time.

(d) Application of Other Payments. Except as otherwise provided in Section 2.18, prepayments of the Revolving Credit Facility made pursuant to this Section 2.05, first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations.

(e) Debt Issuance. Immediately upon the receipt by any Loan Party or any Subsidiary of the Net Cash Proceeds of any issuance of Indebtedness under the Noteholder Documents, the Borrowers shall prepay the Delayed Draw Term A-2 Loans as hereinafter provided in an aggregate amount equal to 100% of such Net Cash Proceeds.

(f) Application of Payments. Each prepayment of the Delayed Draw Term A-2 Loans pursuant to the foregoing provisions of Section 2.05(e) shall be applied to the aggregate principal of the Delayed Draw Term A-2 Loans outstanding on such date. Subject to Section 2.18, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Delayed Draw A-2 Facility.

Within the parameters of the applications set forth above, prepayments pursuant to this Section 2.05 shall be applied first to Base Rate Loans, then to SOFR Daily Floating Rate Loans and then to Term SOFR Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05 shall be subject to Section 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.

2.06 Voluntary Prepayments.

(a) Each Borrower may, upon delivery of a Notice of Loan Prepayment from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Delayed Draw Term A-1 Loans, Delayed Draw Term A-2 Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans and (B) on the date of prepayment of Base Rate Loans or of SOFR Daily Floating Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (iii) any prepayment of Base Rate Loans or of SOFR Daily Floating Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each prepayment of the outstanding Delayed Draw Term A-1 Loans or the Delayed Draw Term A-2 Loans, as applicable, pursuant to this Section 2.06(a) shall be applied to the principal repayment installments thereof on a pro rata basis, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

(b) The Company may, subject to and in accordance with the Swing Line Rules, at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty.

2.07 Termination or Reduction of Commitments.

(a) Optional. The Company may, upon notice to the Administrative Agent, terminate the Delayed Draw A-1 Commitments, the Delayed Draw A-2 Commitments, Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Delayed Draw A-1 Commitments, the Delayed Draw A-2 Commitments, Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Company shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Letter of Credit Sublimit.

(b) Mandatory.

(i) The aggregate Delayed Draw A-1 Commitments shall be automatically and permanently reduced to zero on the earlier (i) the date of the Borrowing of the Delayed Draw Term A-1 Loan and (ii) the last day of the Delayed Draw A-1 Availability Period.

(ii) The aggregate Delayed Draw A-2 Commitments shall be automatically and permanently reduced to zero on the earlier (i) the date of the Borrowing of the Delayed Draw Term A-2 Loan and (ii) the last day of the Delayed Draw A-2 Availability Period.

(iii) If after giving effect to any reduction or termination of Revolving Credit Commitments under this Section 2.07, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the Revolving Credit Facility at such time, the Letter of Credit Sublimit or the Swing Line Sublimit, as the case may be, shall be automatically reduced by the amount of such excess.

(c) Application of Commitment Reductions; Payment of Fees. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit or the Revolving Credit Commitment under this Section 2.07. Upon any reduction of the Revolving Credit Commitments, the Revolving Credit Commitment of each Revolving Credit Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. All fees in respect of the Revolving Credit Facility accrued until the effective date of any termination of the Revolving Credit Facility shall be paid on the effective date of such termination.

2.08 Repayment of Loans.

(a) Delayed Draw Term A-1 Loans. The Company shall repay to the Delayed Draw A-1 Lenders the principal amount of all Delayed Draw Term A-1 Loans in equal quarterly payments in the amount of $5,000,000 commencing on the last Business Day of the first full quarter ending after the Delayed Draw Term A-1 Loans are borrowed and on the last Business Day of each March, June, September and December thereafter (which amounts shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Sections 2.05 and 2.06 and increased with respect to any increase to the Delayed Draw Term A-1 Loan pursuant to Section 2.16); provided, however, that the final principal repayment installment of the Delayed Draw Term A-1 Loan shall be repaid on the Maturity Date for the Delayed Draw A-1 Facility and in any event shall be in an amount equal to the aggregate principal amount of all Delayed Draw Term A-1 Loans outstanding on such date.

(b) Delayed Draw Term A-2 Loans. The Company shall repay to the Delayed Draw A-2 Lenders, on the Maturity Date for the Delayed Draw A-2 Facility, the aggregate principal amount of all Delayed Draw Term A-2 Loans outstanding on such date.

(c) Revolving Credit Loans. Each Borrower shall repay to the Revolving Credit Lenders, on the Maturity Date for the Revolving Credit Facility, the aggregate principal amount of all Revolving Credit Loans made to such Borrower outstanding on such date.

(d) Swing Line Loans. The Company shall repay each Swing Line Loan on the earlier to occur of (i) the date that is ten (10) Business Days after such Loan is made and (ii) on the Maturity Date for the Revolving Credit Facility.

2.09 Interest.

(a) Subject to the provisions of Section 2.09(b), (i) each Term SOFR Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to Term SOFR for such Interest Period plus the Applicable Rate; (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate; (iii) each SOFR Daily Floating Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the SOFR Daily Floating Rate plus the Applicable Rate; and (iv) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Swing Line Rate.

(b) (i) If any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(ii) If any amount (other than principal of any Loan) payable by any Borrower under any Loan Document is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required Lenders, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(iii) Upon the request of the Required Lenders, while any Event of Default exists (other than as set forth in clauses 2.09(b)(i) and (b)(ii) above), the Borrowers shall pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(iv) Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

2.10 Fees. In addition to certain fees described in Sections 2.03(i) and (j):

(a) Commitment Fee. The Company shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Percentage, a commitment fee equal to the Applicable Rate times the actual daily amount by which the Aggregate Revolving Commitments exceed the sum of (i) the Outstanding Amount of Revolving Credit Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.18. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Revolving Commitments for purposes of determining the commitment fee. The commitment fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

(b) A-1 Ticking Fee. The Company shall pay to the Administrative Agent for the account of each Delayed Draw A-1 Lender in accordance with its Applicable Percentage, a ticking fee equal to the Applicable Rate times the actual daily amount by which the Delayed Draw A-1 Commitments exceed the Outstanding Amount of Delayed Draw Term A-1 Loans, subject to adjustment as provided in Section 2.18. The ticking fee shall accrue at all times during the Delayed Draw A-1 Availability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Delayed Draw A-1 Availability Period. The ticking fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

(c) A-2 Ticking Fee. The Company shall pay to the Administrative Agent for the account of each Delayed Draw A-2 Lender in accordance with its Applicable Percentage, a ticking fee equal to the Applicable Rate times the actual daily amount by which the Delayed Draw A-2 Commitments exceed the Outstanding Amount of Delayed Draw Term A-2 Loans, subject to adjustment as provided in Section 2.18. The ticking fee shall accrue at all times during the Delayed Draw A-2 Availability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Delayed Draw A-2 Availability Period. The ticking fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

(d) Other Fees.

(i) The Company shall pay to the Arrangers and the Administrative Agent for their own respective accounts fees in the amounts and at the times specified in the Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

(ii) The Company shall pay to the Lenders such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

2.11 Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate.

(a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Term SOFR) and all computations of interest for Swing Line Loans shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.13(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate (other than the interest rate applicable to Swing Line Loans) or fee hereunder shall be conclusive and binding for all purposes, absent manifest error, and each determination by the Swing Line Lender of the interest rate applicable to Swing Line Loans shall be conclusive and binding for all purposes, absent manifest error.

(b) If, as a result of any restatement of or other adjustment to the financial statements of the Company and its Subsidiaries or for any other reason, the Company, or the Lenders determine that (i) the Consolidated Net Leverage Ratio as calculated by the Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio would have resulted in higher pricing for such period, the Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to a Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This clause (b) shall not limit the rights of the Administrative Agent, any Lender or the L/C Issuer, as the case may be, under any provision of this Agreement to payment of any Obligations hereunder at the Default Rate or under Article VIII. The Borrowers’ obligations under this clause (b) shall survive the termination of all Commitments and the repayment of all other Obligations hereunder.

2.12 Evidence of Debt.

(a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The Administrative Agent shall maintain the Register in accordance with Section 11.06(c). The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrowers and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the Register, the Register shall control in the absence of manifest error. Upon the request of any Lender to a Borrower made through the Administrative Agent, such Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note, which shall evidence such Lender’s Loans to such Borrower in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

(b) In addition to the accounts and records referred to in Section 2.12(a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

2.13 Payments Generally; Administrative Agent’s Clawback.

(a) General. All payments to be made by the Borrowers shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 1:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage in respect of the relevant Facility (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 1:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Subject to Section 2.08(a) and as otherwise specifically provided for in this Agreement, if any payment to be made by any Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

(b) (i) Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of Term SOFR Loans (or, in the case of any Borrowing of Base Rate Loans or of any Borrowing of SOFR Daily Floating Rate Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a Borrowing of Base Rate Loans or of a Borrowing of SOFR Daily Floating Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the applicable Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to such Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by such Borrower, the interest rate applicable to Base Rate Loans. If such Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to such Borrower the amount of such interest paid by such Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by such Borrower shall be without prejudice to any claim such Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

(ii) Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that such Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the L/C Issuer, as the case may be, the amount due.

With respect to any payment that the Administrative Agent makes for the account of the Lenders or the L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (1) the applicable Borrower has not in fact made such payment; (2) the Administrative Agent has made a payment in excess of the amount so paid by the applicable Borrower (whether or not then owed); or (3) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount so distributed to such Lender or the L/C Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this clause (b) shall be conclusive, absent manifest error.

(c) Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to such Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

(d) Obligations of Lenders Several. The obligations of the Lenders hereunder to make Delayed Draw Term A-1 Loans, Delayed Draw Term A-2 Loans and Revolving Credit Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 11.04(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any payment under Section 11.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 11.04(c).

(e) Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

(f) Insufficient Funds. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, L/C Borrowings, interest and fees then due hereunder, such funds shall be applied (i) first, toward payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, toward payment of principal and L/C Borrowings then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and L/C Borrowings then due to such parties.

2.14 Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of (a) Obligations due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender at such time to (ii) the aggregate amount of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing (but not due and payable) to such Lender at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such time, then, in each case under clauses (a) and (b) above, the Lender receiving such greater proportion shall (A) notify the Administrative Agent of such fact, and (B) purchase (for cash at face value) participations in the Loans and subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of Obligations then due and payable to the Lenders or owing (but not due and payable) to the Lenders, as the case may be, provided that:

(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(ii) the provisions of this Section shall not be construed to apply to (x) any payment made by or on behalf of a Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) the application of Cash Collateral provided for in Section 2.17, or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant, other than an assignment to the Company or any Subsidiary thereof (as to which the provisions of this Section shall apply).

Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.

2.15 Designated Borrowers.

(a) As of the Closing Date there are no Designated Borrowers.

(b) The Company may at any time, upon not less than 15 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), designate any additional Subsidiary that is organized under the laws of any political subdivision of the United States (an “Applicant Borrower”) as a Designated Borrower to receive Revolving Credit Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit F (a “Designated Borrower Request and Assumption Agreement”). The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein the Administrative Agent and the Revolving Credit Lenders shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent or the Required Lenders in their reasonable discretion, and Notes signed by such new Borrowers to the extent any Lenders so require. If the Administrative Agent and the Required Lenders agree that an Applicant Borrower shall be entitled to receive Revolving Credit Loans hereunder, then promptly following receipt of (x) all documentation and other information required by bank regulatory authorities under the applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, (y) if such Applicant Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, to the extent requested by a Lender, a Beneficial Ownership Certification in relation to such Applicant Borrower and (z) all such requested resolutions, incumbency certificates, opinions of counsel and other documents or information, the Administrative Agent shall send a notice in substantially the form of Exhibit G (a “Designated Borrower Notice”) to the Company and the Revolving Credit Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof, whereupon each of the Revolving Credit Lenders agrees to permit such Designated Borrower to receive Revolving Credit Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Committed Loan Notice or Letter of Credit Application may be submitted by or on behalf of such Designated Borrower until the date five Business Days after such effective date.

(c) The Obligations of the Company and each Designated Borrower shall be joint and several in nature regardless of which such Person actually receives Credit Extensions hereunder or the amount of such Credit Extensions received or the manner in which the Administrative Agent or any Lender accounts for such Credit Extensions on its books and records. Each of the obligations of the Company and each Designated Borrower with respect to Credit Extensions made to it, and each such Borrower’s obligations arising as a result of the joint and several liability of such Borrower hereunder, with respect to Credit Extensions made to and other Obligations owing by the Company and the other Designated Borrowers hereunder, shall be separate and distinct obligations, but all such obligations shall be primary obligations of each such Borrower. The provisions of Section 10.01 and 10.03 are incorporated herein by reference and shall apply to the obligations of the Company and the Designated Borrowers under this Section 2.15(c) mutatis mutandis. Without limiting the foregoing, for purposes of Article X, the term “Guarantor” shall mean and include the Company with respect to the Obligations of each Designated Borrower.

(d) Each Subsidiary that is or becomes a “Designated Borrower” pursuant to this Section 2.15 hereby irrevocably appoints the Company as its agent for all purposes relevant to this Agreement and each of the other Loan Documents, including (i) the giving and receipt of notices, (ii) the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto, and (iii) the receipt of the proceeds of any Revolving Credit Loans made by the Revolving Credit Lenders to any such Designated Borrower hereunder. Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or taken only by the Company, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms of this Agreement shall be deemed to have been delivered to each Designated Borrower.

(e) The Company may from time to time, upon not less than 15 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate a Designated Borrower’s status as such; provided that there are no outstanding Revolving Credit Loans payable by such Designated Borrower, or other amounts payable by such Designated Borrower on account of any Revolving Credit Loans made to it, as of the effective date of such termination. The Administrative Agent will promptly notify the Revolving Credit Lenders of any such termination of a Designated Borrower’s status.

2.16 Incremental Facility Loans.

Subject to the terms and conditions set forth herein, the Company shall have the right, from time to time and upon at least ten Business Days’ prior written notice to the Administrative Agent (an “Incremental Request”), to request to incur additional term loans under a then existing tranche and/or add one or more additional tranches of term loans (“Other Term Loans” and, together with any additional term loans under a then existing tranche incurred pursuant to this Section 2.16, the “Incremental Term Loans”; and any credit facility for providing for any Incremental Term Loans being referred to as an “Incremental Term Facility”) and/or increase the Aggregate Revolving Commitments (the “Incremental Revolving Commitments”; and revolving loans made thereunder the “Incremental Revolving Credit Loans”); the Incremental Revolving Credit Loans, together with the Incremental Term Loans are referred to herein as the “Incremental Facility Loans”) subject, however, in any such case, to satisfaction of the following conditions precedent:

(a) the aggregate amount of all Incremental Revolving Commitments and Incremental Term Loans effected pursuant to this Section 2.16 shall not exceed the then applicable Incremental Amount;

(b) on the date on which any Incremental Facility Amendment is to become effective, both immediately prior to and immediately after giving effect to the incurrence of such Incremental Facility Loans (assuming that the full amount of the Incremental Facility Loans shall have been funded on such date) and any related transactions, no Default or Event of Default shall have occurred and be continuing;

(c) after giving effect to the incurrence of such Incremental Facility Loans (assuming the full amount of the Incremental Facility Loans have been funded) and any related transactions, the Loan Parties shall be in pro forma compliance with the financial covenants set forth in Section 7.12, with each financial covenant recomputed as at the last day of the most recently ended fiscal quarter of the Company for which financial statements were required to be delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such incurrence of such Incremental Facility Loans and any related transactions had occurred as of the first day of the four fiscal quarter period preceding the date of such financial statements;

(d) the representations and warranties made by the Loan Parties in any Loan Document shall (i) with respect to representations and warranties that contain a materiality qualification, be true and correct on and as of such date and (ii) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this clause (d), the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 and the representations and warranties contained in Section 5.13(a) shall be deemed to refer to Schedule 5.13 as supplemented by each of the reports furnished pursuant to Section 6.02(g);

(e) such Incremental Facility Loans shall be in a minimum amount of $10,000,000 and in integral multiples of $5,000,000 in excess thereof (or such lesser amounts as agreed by the Administrative Agent);

(f) any Incremental Revolving Commitments shall be made on the same terms and provisions (other than upfront fees) as apply to the existing Revolving Credit Commitments, including with respect to maturity date, interest rate and prepayment provisions, and shall not constitute a credit facility separate and apart from the existing Revolving Credit Facility;

(g) any Incremental Term Loans that constitute additional term loans under a then existing tranche of term loans shall be made on the same terms and provisions (other than upfront fees) as apply to such outstanding term loans, including with respect to maturity date, interest rate and prepayment provisions, and shall not constitute a credit facility separate and apart from such term loans; provided that in the case of an Incremental Term Loan that is an additional advance of any existing tranche of term loans that is subject to a prepayment premium, the expiration date of such prepayment premium as to the full principal amount of such term loan may be extended to a date agreed by the Company and the Lenders providing such Incremental Term Loan;

(h) in the case of any Other Term Loan that the Administrative Agent has determined is a term loan A (an “Incremental Tranche A Term Loan”), such Other Term Loan shall: (A) rank pari passu in right of payment priority with the existing Delayed Draw Term A-1 Loans and Delayed Draw Term A-2 Loans, (B) share ratably in rights in the Guaranty and in a manner consistent with the terms of the Loan Documents, (C) have a maturity date that is not earlier than the later of (1) the Maturity Date with respect to the Revolving Credit Facility and (2) the final maturity of any other Incremental Tranche A Term Loan, (D) have a Weighted Average Life to Maturity that is not shorter than the then-remaining Weighted Average Life to Maturity of any other Incremental Tranche A Term Loan (it being understood that, subject to the foregoing, the amortization schedule applicable to such Other Term Loan shall be determined by the Company and the Lenders of such Other Term Loan), (E) share ratably in any mandatory prepayments of the Delayed Draw Term A-1 Loan, the Delayed Draw Term A-2 Loan and any Incremental Term Facilities pursuant to Section 2.05 (or otherwise provide for more favorable (from the perspective of the Borrowers) prepayment treatment than the then outstanding Delayed Draw Term A-1 Loan, Delayed Draw Term A-2 Loan and Incremental Term Facilities) and (F) otherwise be on terms reasonably acceptable to the Administrative Agent, provided that, such terms and documentation relating to such Other Term Loans shall be on terms not materially more onerous, taken as a whole, to the Borrowers than the existing Delayed Draw Term A-1 Loan and the existing Delayed Draw Term A-2 Loan (except to the extent permitted above with respect to the maturity date, amortization and interest rate and other than terms which are applicable only after the then-latest Maturity Date of the Loans);

(i) in the case of any Other Term Loan that the Administrative Agent has determined is a term loan B (an “Incremental Tranche B Term Loan”), such Other Term Loan shall: (A) rank pari passu in right of payment priority with the existing Delayed Draw Term A-1 Loans and Delayed Draw Term A-2 Loans, (B) share ratably in rights in the Guaranty and in a manner consistent with the terms of the Loan Documents, (C) have a maturity date that is not earlier than the later of (1) the Latest Maturity Date and (2) the final maturity of any other Incremental Tranche B Term Loan, (D) have a Weighted Average Life to Maturity that is not shorter than the then-remaining Weighted Average Life to Maturity of any other Incremental Tranche B Term Loan (it being understood that, subject to the foregoing, the amortization schedule applicable to such Other Term Loan shall be determined by the Company and the Lenders of such Other Term Loan), (E) if the All-In Yield on such Other Term Loan exceeds the All-In Yield on any Incremental Tranche B Term Loan by more than 50 basis points (0.50%) per annum, then the Applicable Rate or fees payable by the Borrowers with respect to such Incremental Tranche B Term Loan shall on the effective date of such Other Term Loan be increased to the extent necessary to cause the All-In Yield on such Incremental Tranche B Term Loan to be 50 basis points (0.50%) less than the All-In Yield on such Other Term Loan (such increase to be allocated as reasonably determined by the Administrative Agent in consultation with the Company), (F) share ratably in any mandatory prepayments of any other Incremental Term Facilities pursuant to Section 2.05 (or otherwise provide for more favorable (from the perspective of the Borrowers) prepayment treatment than the then outstanding Incremental Term Facilities) and (G) otherwise be on terms reasonably acceptable to the Administrative Agent;

(j) the Administrative Agent shall have received additional commitments in a corresponding amount of such requested Incremental Facility Loans from either existing Lenders and/or one or more other institutions that qualify as Eligible Assignees (it being understood and agreed that no existing Lender shall be required to provide an additional commitment); and

(k) the Administrative Agent shall have received customary closing certificates and legal opinions and all other documents (including resolutions of the board of directors of the Loan Parties) it may reasonably request relating to the corporate or other necessary authority for such Incremental Facility Loans and the validity of such Incremental Facility Loans, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative Agent.

Each Incremental Term Facility and any Incremental Revolving Commitments shall be evidenced by an amendment (an “Incremental Facility Amendment”) to this Agreement, giving effect to the modifications permitted by this Section 2.16 (and subject to the limitations set forth in the immediately preceding paragraph), executed by the Loan Parties, the Administrative Agent and each Lender providing a portion of the Incremental Term Facility and/or Incremental Revolving Commitments, as applicable; which such amendment, when so executed, shall amend this Agreement as provided therein. Each Incremental Facility Amendment shall also require such amendments to the Loan Documents, and such other new Loan Documents, as the Administrative Agent reasonably deems necessary or appropriate to effect the modifications and credit extensions permitted by this Section 2.16. Neither any Incremental Facility Amendment, nor any such amendments to the other Loan Documents or such other new Loan Documents, shall be required to be executed or approved by any Lender, other than the Lenders providing such Incremental Term Loans and/or Incremental Revolving Commitments, as applicable, and the Administrative Agent, in order to be effective. The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth above and such other conditions as requested by the Lenders under the Incremental Term Facility and/or Incremental Revolving Commitments, as applicable, established in connection therewith.

2.17 Cash Collateral.

(a) Certain Credit Support Events. If (i) the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, (ii) as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) the Company shall be required to provide Cash Collateral pursuant to Section 8.02(c), or (iv) there shall exist a Defaulting Lender, the Company shall immediately (in the case of clause (iii) above) or within one Business Day (in all other cases) following any request by the Administrative Agent or the L/C Issuer, provide Cash Collateral in an amount not less than the applicable Minimum Collateral Amount (determined in the case of Cash Collateral provided pursuant to clause (iv) above, after giving effect to Section 2.18(a)(iv) and any Cash Collateral provided by the Defaulting Lender).If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Company will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (x) such aggregate Outstanding Amount over (y) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse the L/C Issuer.

(b) Grant of Security Interest. The Company, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuer and the Lenders, and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.17(c). If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent or the L/C Issuer as herein provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Company will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (determined in the case of Cash Collateral provided pursuant to Section 2.18(a)(v), after giving effect to Section 2.18(a)(v) and any Cash Collateral provided by the Defaulting Lender). All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America. The Company shall pay on demand therefor from time to time all customary account opening, activity and other administrative fees and charges in connection with the maintenance and disbursement of Cash Collateral.

(c) Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.17 or Sections 2.03, 2.04, 2.05, 2.18 or 8.02 in respect of Letters of Credit shall be held and applied to the satisfaction of the specific L/C Obligations, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein.

(d) Release. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 11.06(b)(vi))) or (ii) the determination by the Administrative Agent and the L/C Issuer that there exists excess Cash Collateral; provided, however, (x) any such release shall be without prejudice to, and any disbursement or other transfer of Cash Collateral shall be and remain subject to, any other Lien conferred under the Loan Documents and the other applicable provisions of the Loan Documents, and (y) the Person providing Cash Collateral and the L/C Issuer may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

2.18 Defaulting Lenders.

(a) Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:

(i) Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 11.01 and the definition of “Required Lenders”.

(ii) Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 11.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the L/C Issuer or Swing Line Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.17; fourth, as the Company may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Company, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.17; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer or Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Company as a result of any judgment of a court of competent jurisdiction obtained by the Company against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.18(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.18(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(iii) Certain Fees.

(A) No Defaulting Lender shall be entitled to receive any fee payable under Section 2.10(a) for any period during which that Lender is a Defaulting Lender (and the Company shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).

(B) Each Defaulting Lender shall be entitled to receive Letter of Credit Fees for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Applicable Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.17.

(C) With respect to any fee payable under Section 2.10(a) or any Letter of Credit Fee not required to be paid to any Defaulting Lender pursuant to clause (A) or (B) above, the Company shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in L/C Obligations or Swing Line Loans that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (y) pay to the L/C Issuer and Swing Line Lender, as applicable, the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such L/C Issuer’s or Swing Line Lender’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee.

(iv) Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that such reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Commitment. Subject to Section 11.18, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

(v) Cash Collateral; Repayment of Swing Line Loans. If the reallocation described in clause (a)(iv) above cannot, or can only partially, be effected, the Company shall, without prejudice to any right or remedy available to it hereunder or under applicable Law, (x) first, prepay Swing Line Loans in an amount equal to the Swing Line Lenders’ Fronting Exposure and (y) second, Cash Collateralize the L/C Issuers’ Fronting Exposure in accordance with the procedures set forth in Section 2.17.

(b) Defaulting Lender Cure. If the Company, the Administrative Agent, Swing Line Lender and the L/C Issuer agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Credit Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.18(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

(c) New Swing Line Loans/Letters of Credit. So long as any Revolving Credit Lender is a Defaulting Lender, (i) the Swing Line Lender shall not be required to fund any Swing Line Loans unless it is satisfied that it will have no Fronting Exposure after giving effect to such Swing Line Loan and (ii) the L/C Issuer shall not be required to issue, extend, increase, reinstate or renew any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto.

Article III
TAXES, YIELD PROTECTION AND ILLEGALITY

3.01 Taxes.

(a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Party hereunder or under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good faith discretion of an applicable Withholding Agent) require the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Laws, and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(b) Payment of Other Taxes by the Loan Parties. Without limiting the provisions of subsection (a) above, the Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(c) Tax Indemnifications. (i) Each of the Loan Parties shall, and does hereby, jointly and severally indemnify each Recipient, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to a Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error.

(ii) Each Lender and the L/C Issuer shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or the L/C Issuer (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (y) the Administrative Agent against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent against any Excluded Taxes attributable to such Lender or the L/C Issuer, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender and the L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or the L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii).

(d) Evidence of Payments. As soon as practicable after any payment of Taxes by a Loan Party to a Governmental Authority as provided in this Section 3.01, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Laws to report such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e) Status of Lenders; Tax Documentation. (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Company and the Administrative Agent, at the time or times reasonably requested by the Company or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Company or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Company or the Administrative Agent as will enable the Company or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 3.01(e)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii) Without limiting the generality of the foregoing, in the event that the applicable Borrower is a U.S. Person,

(A) any Lender that is a U.S. Person shall deliver to the Company and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Company or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Company and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Company or the Administrative Agent), whichever of the following is applicable:

(I) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN-E (or W-8BEN, as applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN-E (or W-8BEN, as applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(II) executed copies of IRS Form W-8ECI;

(III) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit H-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the applicable Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN-E (or W-8BEN, as applicable); or

(IV) to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN-E (or W-8BEN, as applicable), a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-2 or Exhibit H-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-4 on behalf of each such direct and indirect partner;

(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Company and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Company or the Administrative Agent), executed copies (or originals, as required) of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Company or the Administrative Agent to determine the withholding or deduction required to be made; and

(D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Company and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Company or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Company or the Administrative Agent as may be necessary for the Company and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(iii) Each Lender agrees that if any form or certification it previously delivered pursuant to this Section 3.01 expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Company and the Administrative Agent in writing of its legal inability to do so.

(f) Treatment of Certain Refunds. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender or the L/C Issuer, or have any obligation to pay to any Lender or the L/C Issuer, any refund of Taxes withheld or deducted from funds paid for the account of such Lender or the L/C Issuer, as the case may be. If any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified by any Loan Party or with respect to which any Loan Party has paid additional amounts pursuant to this Section 3.01, it shall pay to the Loan Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by a Loan Party under this Section 3.01 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by such Recipient, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Loan Party, upon the request of the Recipient, agrees to repay the amount paid over to the Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Recipient in the event the Recipient is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this subsection, in no event will the applicable Recipient be required to pay any amount to the Loan Party pursuant to this subsection the payment of which would place the Recipient in a less favorable net after-Tax position than such Recipient would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This subsection shall not be construed to require any Recipient to make available its tax returns (or any other information relating to its taxes that it deems confidential) to any Loan Party or any other Person.

(g) Survival. Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender or the L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.

3.02 Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund or charge interest with respect to any Credit Extension, or to determine or charge interest rates based upon SOFR or Term SOFR, then, upon notice thereof by such Lender to the Company through the Administrative Agent, (i) any obligation of such Lender to make or continue Term SOFR Loans or SOFR Daily Floating Rate Loans or to convert Base Rate Loans to Term SOFR Loans or SOFR Daily Floating Rate Loans shall be suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Term SOFR component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Term SOFR component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Company that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (A) the applicable Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Term SOFR Loans and SOFR Daily Floating Rate Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of the Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Term SOFR component of the Base Rate), immediately in the case of SOFR Daily Floating Rate Loans and, with respect to Term SOFR Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Term SOFR Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Term SOFR Loans and (B) if such notice asserts the illegality of such Lender determining or charging interest rates based upon SOFR, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Term SOFR component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon SOFR. Upon any such prepayment or conversion, the applicable Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.05.

3.03 Inability to Determine Rates.

(a) Inability to Determine Rate. If in connection with any request for a Term SOFR Loan or SOFR Daily Floating Rate Loan or a conversion of Base Rate Loans to Term SOFR Loans or SOFR Daily Floating Rate Loans or a continuation of any of such Loans, as applicable, (i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (A) no Successor Rate has been determined in accordance with Section 3.03(b), and the circumstances under clause (i) of Section 3.03(b) or the Scheduled Unavailability Date has occurred, or (B) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or SOFR Daily Floating Rate Loan, as applicable or in connection with an existing or proposed Base Rate Loan, or (ii) the Administrative Agent or the Required Lenders determine that for any reason that Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or SOFR Daily Floating Rate Loan, as applicable does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Company and each Lender.

Thereafter, (x) the obligation of the Lenders to make or maintain Term SOFR Loans or SOFR Daily Floating Rate Loans, as applicable, or to convert Base Rate Loans to Term SOFR Loans or SOFR Daily Floating Rate Loans, shall be suspended (to the extent of the affected Term SOFR Loans, SOFR Daily Floating Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the Base Rate, the utilization of the Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in clause (ii) of Section 3.03(a), until the Administrative Agent upon instruction of the Required Lenders) revokes such notice.

Upon receipt of such notice, (x) the Borrowers may revoke any pending request for a Borrowing of, or conversion to, or continuation of Term SOFR Loans or SOFR Daily Floating Rate Loans (to the extent of the affected Term SOFR Loans, SOFR Daily Floating Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein and (y) any outstanding Term SOFR Loans and SOFR Daily Floating Rate Loans shall be deemed to have been converted to Base Rate Loans immediately or, in the case of Term SOFR Loans, at the end of their respective applicable Interest Period.

(b) Replacement of Term SOFR, SOFR Daily Floating Rate or Successor Rate. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Company or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Company) that the Company or Required Lenders (as applicable) have determined, that:

(i) adequate and reasonable means do not exist for ascertaining one month and three month interest periods of Term SOFR (or, in the case of SOFR Daily Floating Rate Loans, the one month interest period of Term SOFR), including, without limitation, because the Term SOFR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or

(ii) CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after which the one month and three month interest periods of Term SOFR (or, in the case of the SOFR Daily Floating Rate, the one month interest period of Term SOFR) or the Term SOFR Screen Rate shall or will no longer be made available, or permitted to be used for determining the interest rate of Dollar denominated syndicated loans, or shall or will otherwise cease, provided, that, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent, that will continue to provide such interest periods of Term SOFR (or, in the case of the SOFR Daily Floating Rate, the one month interest period of Term SOFR) after such specific date (the latest date on which the one month and three month interest periods of Term SOFR (or, in the case of the SOFR Daily Floating Rate, the one month interest period of Term SOFR) or the Term SOFR Screen Rate are no longer available permanently or indefinitely, the “Scheduled Unavailability Date”);

then, on a date and time determined by the Administrative Agent (any such date, the “Term SOFR Replacement Date”), which date shall be, in the case of Term SOFR Loans, at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with respect to clause (y) above, no later than the Scheduled Unavailability Date, Term SOFR and the SOFR Daily Floating Rate will be replaced hereunder and under any Loan Document with Daily Simple SOFR plus the SOFR Adjustment for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document (the “Successor Rate).

If the Successor Rate is Daily Simple SOFR plus the SOFR Adjustment, all interest payments will be payable on a monthly basis.

Notwithstanding anything to the contrary herein, (A) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date, or (B) if the events or circumstances of the type described in Section 3.03(b)(i) or 3.03(b)(ii) have occurred with respect to the Successor Rate then in effect, then in each case, the Administrative Agent and the Company may amend this Agreement and the other Loan Documents solely for the purpose of replacing Term SOFR, the SOFR Daily Floating Rate or any then current Successor Rate in accordance with this Section 3.03(b) at the end of any Interest Period, relevant interest payment date or payment period (or, in the case of a daily floating interest rate, upon the effectiveness of such amendment) for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then existing convention for similar Dollar denominated credit facilities syndicated and agented in the United States for such alternative benchmark. and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar Dollar denominated credit facilities syndicated and agented in the United States for such benchmark. For the avoidance of doubt, any such proposed rate and adjustments, shall constitute a “Successor Rate”. Any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Company unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders object to such amendment.

The Administrative Agent will promptly (in one or more notices) notify the Company and each Lender of the implementation of any Successor Rate.

Any Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent.

Notwithstanding anything else herein, if at any time any Successor Rate as so determined would otherwise be less than zero, the Successor Rate will be deemed to be zero for the purposes of this Agreement and the other Loan Documents.

In connection with the implementation of a Successor Rate, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes to the Company and the Lenders reasonably promptly after such amendment becomes effective.

For purposes of this Section 3.03, those Lenders that either have not made, or do not have an obligation under this Agreement to make, the relevant Loans shall be excluded from any determination of Required Lenders.

3.04 Increased Costs.

(a) Increased Costs Generally. If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or the L/C Issuer;

(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(iii) impose on any Lender or the L/C Issuer any other condition, cost or expense affecting this Agreement or Term SOFR Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Loan, or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender or the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or the L/C Issuer, the Company will pay (or cause the applicable Designated Borrower to pay) to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

(b) Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swing Line Loans held by, such Lender, or the Letters of Credit issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time the Company will pay (or cause the applicable Designated Borrower to pay) to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.

(c) Certificates for Reimbursement. A certificate of a Lender or the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Company shall be conclusive absent manifest error. The Company shall pay (or cause the applicable Designated Borrower to pay) such Lender or the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

(d) Delay in Requests. Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lender’s or the L/C Issuer’s right to demand such compensation; provided that no Borrower shall be required to compensate a Lender or the L/C Issuer pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or the L/C Issuer, as the case may be, notifies the Company of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

3.05 Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Company shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

(a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);

(b) any failure by any Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Company or the applicable Designated Borrower; or

(c) any assignment of a Term SOFR Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Company pursuant to Section 11.13;

including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. The Company shall also pay (or cause the applicable Designated Borrower to pay) any customary administrative fees charged by such Lender in connection with the foregoing.

3.06 Mitigation Obligations; Replacement of Lenders.

(a) Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or any Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender, the L/C Issuer, or any Governmental Authority for the account of any Lender or the L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then at the request of the Company such Lender or the L/C Issuer shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the L/C Issuer, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender or the L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the L/C Issuer, as the case may be. The Company hereby agrees to pay (or to cause the applicable Designated Borrower to pay) all reasonable costs and expenses incurred by any Lender or the L/C Issuer in connection with any such designation or assignment.

(b) Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if any Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 3.06(a), the Company may replace such Lender in accordance with Section 11.13.

3.07 Survival. All of the Borrowers’ obligations under this Article III shall survive termination of the Aggregate Revolving Commitments, Delayed Draw A-1 Commitments, Delayed Draw A-2 Commitments, resignation of the Administrative Agent and the Facility Termination Date.

Article IV
CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

4.01 Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to substantially simultaneous satisfaction of the following conditions precedent:

(a) Loan Documents. The Administrative Agent shall have received counterparts of this Agreement and the other Loan Documents, each properly executed by a Responsible Officer of the signing Loan Party and, in the case of this Agreement, by each Lender.

(b) Organization Documents, Resolutions, Etc. The Administrative Agent shall have received a certificate of a Responsible Officer of each Loan Party, dated the Closing Date, certifying as to the Organization Documents of such Loan Party (which, to the extent filed with a Governmental Authority, shall be certified as of a recent date acceptable to the Administrative Agent by such Governmental Authority), the resolutions of the governing body of such Loan Party and of the incumbency (including specimen signatures) of the Responsible Officers of such Loan Party. The Administrative Agent shall also have received such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its state of organization or formation.

(c) Opinions of Counsel. The Administrative Agent shall have received an opinion or opinions (including, if requested by the Administrative Agent, local counsel opinions) of counsel for the Loan Parties, dated the Closing Date and addressed to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent.

(d) Closing Certificate. The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Company (i) certifying that the conditions specified in Sections 4.02(a) and 4.02(b) have been satisfied and (ii) either (A) attaching copies of all consents, licenses and approvals (other than those required pursuant to Section 4.01(b)) required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required.

(e) Existing Credit Agreement. All of the existing Indebtedness under the Existing Credit Agreement shall be repaid in full, all commitments thereunder shall be terminated and all security interests related thereto shall be terminated, in each case, on or prior to the Closing Date.

(f) Existing Noteholder Documents. All of the existing Indebtedness under the Existing Noteholder Documents shall be repaid in full, all commitments thereunder shall be terminated and all security interests related thereto shall be terminated, in each case, substantially simultaneously with the closing of this Agreement.

(g) KYC Information; Beneficial Ownership. Upon the reasonable request of any Lender, the Company shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, and any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party.

(h) Payment of Fees. Any fees required to be paid on or before the Closing Date shall have been paid.

(i) Attorney Costs. Unless waived by the Administrative Agent, the Company shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Company and the Administrative Agent).

Without limiting the generality of the provisions of Section 9.03(c), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

4.02 Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Term SOFR Loans) is subject to the following conditions precedent:

(a) The representations and warranties of the Company and each other Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall (i) with respect to representations and warranties that contain a materiality qualification, be true and correct on and as of the date of such Credit Extension and (ii) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.02, (A) the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 and (B) the representations and warranties contained in subsection (a) of Section 5.13 shall be deemed to refer to Schedule 5.13 as supplemented by each of the reports furnished pursuant to clause (g) of Section 6.02.

(b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof.

(c) The Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof.

(d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.15 to the designation of such Borrower as a Designated Borrower shall have been met to the satisfaction of the Administrative Agent.

(e) If the Request for Credit Extension is the request for the initial Borrowing of the Delayed Draw Term A-1 Loan, the Company shall have delivered a Compliance Certificate demonstrating that after giving effect to such Borrowing, the Company will be in pro forma compliance with the financial covenants set forth in Section 7.12, with each financial covenant recomputed as at the last day of the most recently ended fiscal quarter of the Company, as though such Indebtedness had been incurred as of the first day of the four fiscal quarter period preceding the date of such financial statements.

(f) If the Request for Credit Extension is the request for the initial Borrowing of the Delayed Draw Term A-2 Loan, the Company shall have delivered a Compliance Certificate demonstrating that after giving effect to such Borrowing, the Company will be in pro forma compliance with the financial covenants set forth in Section 7.12, with each financial covenant recomputed as at the last day of the most recently ended fiscal quarter of the Company, as though such Indebtedness had been incurred as of the first day of the four fiscal quarter period preceding the date of such financial statements. Notwithstanding the foregoing, a Compliance Certificate shall not be required to be delivered if the initial Borrowing of the Delayed Draw Term A-2 Loan occurs on the Closing Date.

Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Term SOFR Loans) submitted by the Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Article V
REPRESENTATIONS AND WARRANTIES

The Company and each other Loan Party represents and warrants to the Administrative Agent and the Lenders that:

5.01 Existence, Qualification and Power. Each Loan Party (a) is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

5.02 Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law.

5.03 Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document. To the knowledge of the Company after due and diligent investigation, no event has occurred which would allow the revocation or termination of any such consent, approval, permit or other authorization.

5.04 Binding Effect. This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms.

5.05 Financial Statements; No Material Adverse Effect.

(a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.

(b) The unaudited consolidated and consolidating balance sheets of the Company and its Subsidiaries dated March 31, 2024, and the related consolidated and consolidating statements of income or operations, and consolidated statement of cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.

(c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

5.06 Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Company after due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against the Company or any of its Subsidiaries or against any of their properties or revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby, or (b) either individually or in the aggregate, if determined adversely, could reasonably be expected to have a Material Adverse Effect.

5.07 No Default. Neither any Loan Party nor any Subsidiary thereof is in default under or with respect to any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.

5.08 Ownership of Property; Liens. Each of the Company and each Material Subsidiary has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The property of the Company and the Material Subsidiaries is subject to no Liens, other than Liens permitted by Section 7.01.

5.09 Environmental Compliance.

(a) The Loan Parties and their respective Subsidiaries conduct in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as a result thereof the Company has reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b) To the knowledge of the Company: (i) except as otherwise set forth on Schedule 5.09, none of the properties currently or formerly owned or operated by any Loan Party or any of its Subsidiaries is listed or formally proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or any of its Subsidiaries which could reasonably be expected to result in liability of any Loan Party or any Subsidiary that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (iii) there is no asbestos or asbestos-containing material on, at or in any property currently or formerly owned or operated by any Loan Party or any of its Subsidiaries which could reasonably be expected to result in liability of any Loan Party or any Subsidiary that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iv) no Hazardous Materials have been Released on, at, under or from any property currently or formerly owned or operated by any Loan Party or any of its Subsidiaries in a manner, form or amount which could reasonably be expected to result in liability of any Loan Party or any Subsidiary that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(c) To the knowledge of the Company: (i) except as otherwise set forth on Schedule 5.09, neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Release of Hazardous Materials at, on, under, or from any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law; and (ii) no Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or any of its Subsidiaries have been disposed of in a manner which could reasonably be expected to result in liability of any Loan Party or any Subsidiary that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(d) The Loan Parties and their respective Subsidiaries: (i) are, and within the period of all applicable statutes of limitation have been, in compliance with all applicable Environmental Laws, except in such instances in which the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; (ii) hold all Environmental Permits (each of which is in full force and effect) required for any of their current or intended operations or for any property owned, leased, or otherwise operated by any of them; (iii) are, and within the period of all applicable statutes of limitation have been, in compliance with all of their Environmental Permits, except in such instances in which the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; and (iv) to the extent within the control of the Loan Parties and their respective Subsidiaries, (A) each of their Environmental Permits will be timely renewed and, except in such instances in which the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, complied with, (B) each additional Environmental Permit that may be required of any of them will be timely obtained and, except in such instances in which the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, complied with, and (C) compliance with any Environmental Law that is or is expected to become applicable to any of them will be timely attained and, except in such instances in which the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, maintained.

5.10 Insurance. Except to the extent permitted by Section 6.07, the properties of the Company and its Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates of the Company, in such amounts, with such deductibles or franchise clauses or self-insurance retentions, and covering such risks, as are customarily carried by companies engaged in similar businesses and owning similar properties in the United States.

5.11 Taxes. The Company and its Subsidiaries have filed all Federal, state and other material tax returns and reports required to be filed, and have paid all Federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP. There is no proposed tax assessment against the Company or any Subsidiary that would, if made, have a Material Adverse Effect. Neither any Loan Party nor any Subsidiary thereof is party to any tax sharing agreement.

5.12 ERISA Compliance. Other than with respect to clause (d) below, except for matters that would not reasonably be expected to result in a Material Adverse Effect:

(a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Code has received a favorable determination letter from the IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Code and the trust related thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter has been applied for and is currently pending IRS review. To the best knowledge of the Company, nothing has occurred that would prevent or cause the loss of such tax-qualified status.

(b) There are no pending or, to the best knowledge of the Company, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan. There has been no non-exempt prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan.

(c) (i) No ERISA Event has occurred, and neither the Company nor any ERISA Affiliate is aware of any fact, event or circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan or Multiemployer Plan; (ii) as of the most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is 60% or higher and neither the Company nor any ERISA Affiliate knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage for any such plan to drop below 60% as of the most recent valuation date; (iii) neither the Company nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid; (iv) neither the Company nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA; and (v) no Pension Plan has been terminated by the plan administrator thereof or by the PBGC, and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan.

(d) Neither the Company or any ERISA Affiliate maintains or contributes to, or has any unsatisfied obligation to contribute to or liability under, any active or terminated Pension Plan other than: (A) on the Closing Date, the Pension Plans listed on Schedule 5.12 hereto; and (B) after the Closing Date, Pension Plans not otherwise prohibited by this Agreement.

(e) With respect to each scheme or arrangement mandated by a sovereign government other than the United States (a “Foreign Government Scheme or Arrangement”) and with respect to each employee benefit plan maintained or contributed to by any Loan Party or any Subsidiary of any Loan Party that is not subject to United States law (a “Foreign Plan”):

(i) any employer and employee contributions required by law or by the terms of any Foreign Government Scheme or Arrangement or any Foreign Plan have been made, or, if applicable, accrued, in accordance with applicable accounting principles (e.g., International Financial Reporting Standards) and minimum funding standards;

(ii) the fair market value of the assets of each Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance or the book reserve established for any Foreign Plan, together with any accrued contributions, is sufficient to meet the legal minimum funding standards applicable to each such plan, as of the date hereof, with respect to all current and former participants in such Foreign Plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to and obligations under such Foreign Plan in accordance with applicable accounting principles (e.g., International Financial Reporting Standards); and

(iii) each Foreign Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities.

(f) Each Borrower represents and warrants as of the Closing Date that the Borrower is not and will not be using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments

5.13 Subsidiaries.

(a) Part (a) of Schedule 5.13 identifies each Restricted Subsidiary of the Company that constitutes a Material Subsidiary.

(b) The Company has no equity investments in any corporation or entity other than Subsidiaries, equity investments held in the form of short-term marketable securities and those corporations and other entities specifically disclosed in Part (b) of Schedule 5.13.

(c) No Unrestricted Subsidiary holds, directly or indirectly, any Capital Stock of any Material Subsidiary or any Loan Party. Part (c) of Schedule 5.13 includes a list of all Unrestricted Subsidiaries as of the Closing Date.

5.14 Margin Regulations; Investment Company Act.

(a) No Borrower is engaged or will engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock. Following the application of the proceeds of each Borrowing or drawing under each Letter of Credit, not more than 25% of the value of the assets (either of any Borrower only or of any Borrower and its respective Subsidiaries on a consolidated basis) subject to the provisions of Section 7.01 or Section 7.05 or subject to any restriction contained in any agreement or instrument between such Borrower and any Lender or any Affiliate of any Lender relating to Indebtedness and within the scope of Section 8.01(e) will be margin stock.

(b) None of the Company, any Person Controlling the Company, or any Subsidiary is or is required to be registered as an “investment company” under the Investment Company Act of 1940.

5.15 Disclosure. The Company has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No report, financial statement, certificate or other written information (other than projected or pro forma financial information) furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case, as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein (taken as a whole), in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Company represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

5.16 Compliance with Laws. Each Loan Party and each Subsidiary thereof is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

5.17 Taxpayer Identification Numbers. The true and correct U.S. taxpayer identification number of the Company and each Designated Borrower that is a party hereto on the Closing Date is set forth on Schedule 11.02.

5.18 Intellectual Property; Licenses, Etc. The Company and its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person. To the best knowledge of the Company, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Company or any Subsidiary infringes upon any rights held by any other Person. Except as specifically disclosed in Schedule 5.18, no claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the Company, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

5.19 Solvency. Each Loan Party is, individually and together with its Subsidiaries on a consolidated basis, Solvent.

5.20 OFAC. Neither (a) the Company, nor any of its Subsidiaries, nor, to the knowledge of the Company and its Subsidiaries, any director, officer or employee thereof, or (b) to the knowledge of the Company, any agent of the Company or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is an individual or entity that is, or is owned or controlled by any individual or entity that is (i) currently the subject or target of any Sanctions, (ii) included on OFAC’s List of Specially Designated nationals, HMT’s Consolidated List of Financial Sanctions Targets and the Investment Ban List, or any similar list enforced by any other relevant sanctions authority or (iii) located, organized or resident in a Designated Jurisdiction. The Company and its Subsidiaries have conducted their businesses in compliance with all applicable Sanctions and have instituted and maintained policies and procedures designed to promote and achieve compliance with such Sanctions.

5.21 Anti-Corruption Laws. The Company and its Subsidiaries have conducted their businesses in compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other similar anti-corruption legislation in other jurisdictions and have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.

5.22 Affected Financial Institutions. No Loan Party is an Affected Financial Institution.

5.23 Covered Entities. No Loan Party is a Covered Entity.

5.24 Beneficial Ownership Certification. The information included in the Beneficial Ownership Certification, if applicable, is true and correct in all respects.

Article VI
AFFIRMATIVE COVENANTS

Until the Facility Termination Date, the Company shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02, 6.03 and 6.11) cause each Material Subsidiary to:

6.01 Financial Statements. Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders:

(a) as soon as available, but in any event within 105 days after the end of each fiscal year of the Company, a consolidated and consolidating balance sheets of the Company and its Subsidiaries as at the end of such fiscal year, and the related consolidated and consolidating statements of income or operations, and consolidated statements of shareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Required Lenders, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit, and such consolidating statements to be certified by the chief executive officer, chief financial officer, treasurer or controller of the Company to the effect that such statements are fairly stated in all material respects when considered in relation to the consolidated financial statements of the Company and its Subsidiaries; and

(b) as soon as available, but in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Company, a consolidated and consolidating balance sheets of the Company and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated and consolidating statements of income or operations, and consolidated statement of cash flows for such fiscal quarter and for the portion of the Company’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, such consolidated statements to be certified by the chief executive officer, chief financial officer, treasurer or controller of the Company as fairly presenting the financial condition, results of operations, shareholders’ equity and cash flows of the Company and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes and such consolidating statements to be certified by the chief executive officer, chief financial officer, treasurer or controller of the Company to the effect that such statements are fairly stated in all material respects when considered in relation to the consolidated financial statements of the Company and its Subsidiaries.

(c) If the Company designates any of its Subsidiaries as an Unrestricted Subsidiary, the Borrower shall deliver concurrently with the delivery of any financial statements pursuant to Section 6.01(a) or 6.01(b), the related unaudited consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statements.

As to any information contained in materials furnished pursuant to Section 6.02(d), the Company shall not be separately required to furnish such information under clause (a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Company to furnish the information and materials described in clauses (a) and (b) above at the times specified therein.

6.02 Certificates; Other Information. Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders:

(a) concurrently with the delivery of the financial statements referred to in Section 6.01(a), a certificate of its independent certified public accountants certifying such financial statements;

(b) concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the Company together with (i) calculations of the components of each the financial covenants set forth in Section 7.12 as of the date of such financial statements and (ii) a calculation of the Priority Debt covenant set forth in Section 7.03(h) as of the date of such financial statements;

(c) as soon as available, but in any event within ninety (90) days after the end of each fiscal year of the Company, an annual business plan and budget, including forecasts prepared by management, in form satisfactory to the Administrative Agent, of consolidated balance sheets and statements of income or operations and cash flows of the Company and its Subsidiaries on a quarterly basis for the immediately following fiscal year;

(d) promptly after any request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Company by independent accountants in connection with the accounts or books of the Company or any Subsidiary, or any audit of any of them;

(e) promptly after any request by the Administrative Agent or any Lender, copies of any annual, regular, periodic and special report or registration statement which the Company may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto;

(f) promptly after the furnishing thereof, if requested by the Administrative Agent or any Lender, copies of any statement or report furnished to any holder of debt securities of any Loan Party or any Subsidiary thereof pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Lenders pursuant to Section 6.01 or any other clause of this Section 6.02;

(g) concurrently with making any Permitted Acquisition, a report supplementing Schedule 5.13, identifying each Subsidiary acquired in such Permitted Acquisition that satisfies the criteria set forth in Section 5.13(a), and concurrently with the delivery of the financial statements referred to in Section 6.01(a), a report supplementing Schedule 5.13, identifying each Subsidiary formed or organized or acquired or Disposed of during the fiscal year covered by such financial statements that satisfies the criteria set forth in Section 5.13(a) and, in each case, a description of such other changes in the information included in Schedule 5.13 as may be necessary for such Schedule to be accurate and complete;

(h) promptly following any request therefor, information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act;

(i) to the extent any Loan Party qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, an updated Beneficial Ownership Certification promptly following any change in the information provided in the Beneficial Ownership Certification delivered to any Lender in relation to such Loan Party that would result in a change to the list of beneficial owners identified in such certification; and

(j) promptly, such additional information regarding the business, financial or corporate affairs of the Company or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request.

Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(f) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 11.02; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Company shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Each Borrower hereby acknowledges that (a) the Administrative Agent and/or any Affiliate thereof may, but shall not be obligated to, make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of such Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar, or a substantially similar electronic transmission system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers or their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Borrower hereby agrees that so long as such Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, any Affiliate thereof, the Arrangers, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrowers or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent, any Affiliate thereof and any Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, no Borrower shall be under any obligation to mark any Borrower Materials “PUBLIC.”

6.03 Notices. Promptly notify the Administrative Agent and each Lender:

(a) of the occurrence of any Default or Event of Default;

(b) of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including (i) breach or non-performance of, or any default under, a Contractual Obligation of the Company or any Subsidiary; (ii) any dispute, litigation, investigation, proceeding or suspension between the Company or any Subsidiary and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Company or any Subsidiary, including pursuant to any applicable Environmental Laws;

(c) of any litigation, investigation or proceeding affecting any Loan Party in which the amount involved (in excess of insurance coverage) exceeds the Threshold Amount, or in which injunctive relief or similar relief is sought, which relief, if granted, could be reasonably expected to have a Material Adverse Effect;

(d) of the occurrence of any ERISA Event;

(e) the creation, acquisition or existence of any new Material Subsidiary; and

(f) of any material change in accounting policies or financial reporting practices by the Company or any Subsidiary, including any determination by the Company referred to in Section 2.11(b).

Each notice pursuant to this Section 6.03 shall be accompanied by a statement of a Responsible Officer of the Company setting forth details of the occurrence referred to therein and stating what action the Company has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.

6.04 Payment of Obligations. Pay and discharge as the same shall become due and payable, all its obligations and liabilities, including (a) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Material Subsidiary; (b) all lawful claims for more than the Threshold Amount which, if unpaid, would by law become a Lien upon its property (except to the extent such Lien is permitted by Sections 7.01(b), 7.01(c) or 7.01(d)); and (c) all Indebtedness having an aggregate principal amount of more than the Threshold Amount, as and when due and payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such Indebtedness.

6.05 Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Sections 7.04 or 7.05; (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

6.06 Maintenance of Properties. (a) Maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) use the standard of care typical in the industry in the operation and maintenance of its facilities.

6.07 Maintenance of Insurance. Maintain or cause to be maintained with financially sound and reputable insurance companies not Affiliates of the Company, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons; including workers’ compensation insurance, general liability insurance and insurance against loss of or damage to property (but excluding breach of warranty and loss of earnings insurances).

6.08 Compliance with Laws. Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

6.09 Books and Records. (a) Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of the Company or such Subsidiary, as the case may be; and (b) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Company or such Subsidiary, as the case may be.

6.10 Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the expense of the Company and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Company; provided, however, that when an Event of Default exists the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Company at any time during normal business hours and without advance notice.

6.11 Ownership of Guarantors. Own directly or indirectly, 100% of the issued and outstanding shares of the equity securities of each Guarantor entitled to vote for members of the board of directors of such Guarantor; provided that the Company shall not be in breach of this covenant on account of (a) any merger or consolidation permitted by the terms of Section 7.04(a) or (b) the issuance of stock to employees of the Company or such Guarantor pursuant to an employee stock option plan in an aggregate amount not to exceed at any time 5% of the issued and outstanding shares of the equity securities of such Guarantor entitled to vote for members of the board of directors of such Guarantor.

6.12 Material Subsidiaries.

(a) New Subsidiaries. Within forty-five (45) days after the creation or acquisition of any new Material Subsidiary (other than any CFC or a Subsidiary that is held directly or indirectly by a CFC) by any Loan Party or in connection with a designation of a new Material Subsidiary as required by the definition of “Material Subsidiary” (each, a “New Material Subsidiary”), the Company will cause such New Material Subsidiary to deliver to the Administrative Agent (i) duly executed joinder agreements in substantially the form of Exhibit E (an “Additional Guarantor Joinder Agreement”) and (ii) such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information regarding such New Material Subsidiary, in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent or the Required Lenders in their reasonable discretion.

(b) Tropical Shipping. Notwithstanding anything in this Agreement to the contrary, the Lenders agree that neither Tropical Shipping or Seven Seas Insurance Company, Inc., a Florida corporation, or any of their respective direct or indirect Subsidiaries, whether now or hereafter existing, are, or shall be required to become, a Guarantor.

(c) Unrestricted Subsidiaries. Notwithstanding anything in this Agreement to the contrary, the Lenders agree that the Company may, at any time after the Closing Date, designate Subsidiaries, as Unrestricted Subsidiaries, subject to the requirements set forth in the definition of “Unrestricted Subsidiary” in Section 1.01 (it being understood that any Subsidiary that is designated as an Unrestricted Subsidiaries, and each of its Subsidiaries, shall be released as a Guarantor upon such designation under this Agreement, the applicable Noteholder Documents, the documentation governing any Incremental Equivalent Debt, the documentation governing any other Indebtedness with an outstanding principal amount in excess of the Threshold Amount and any permitted refinancing of any of the foregoing).

6.13 Compliance with Environmental Laws. Comply, and cause all lessees and other Persons operating or occupying its properties to comply, in all material respects, with all applicable Environmental Laws and Environmental Permits; obtain and renew all Environmental Permits necessary for its operations and properties; and conduct any investigation, study, sampling and testing, and undertake any cleanup, response or other corrective action necessary to address all Hazardous Materials at, on, under or emanating from any of properties owned, leased or operated by it in accordance with the requirements of all Environmental Laws; provided, however, that neither the Company nor any of its Subsidiaries shall be required to undertake any such cleanup, removal, remedial or other action to the extent that its obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances in accordance with GAAP.

6.14 Preparation of Environmental Reports. At the request of the Required Lenders from time to time, provide to the Lenders within 60 days after such request, at the expense of the Company, an environmental site assessment report for any properties owned, leased or operated by it described in such request, prepared by an environmental consulting firm acceptable to the Administrative Agent, indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance, response or other corrective action to address any Hazardous Materials on such properties; without limiting the generality of the foregoing, if the Administrative Agent determines at any time that a material risk exists that any such report will not be provided within the time referred to above, the Administrative Agent may retain an environmental consulting firm to prepare such report at the expense of the Company, and the Company hereby grants and agrees to cause any Subsidiary that owns or leases any property described in such request to grant at the time of such request to the Administrative Agent, the Lenders, such firm and any agents or representatives thereof an irrevocable non-exclusive license, subject to the rights of tenants or necessary consent of landlords, to enter onto their respective properties to undertake such an assessment.

6.15 Use of Proceeds. (a) With respect to Revolving Credit Borrowings, Swing Line Borrowings and/or L/C Credit Extensions, use the proceeds (i) to make Permitted Acquisitions, (ii) to refinance existing Indebtedness, including indebtedness under that certain Existing Credit Agreement and (iii) for working capital and other general corporate purposes (including, for avoidance of doubt, to pay fees, costs and expenses in connection with the refinancing contemplated by clause (ii) of this Section 6.15) not in contravention of any Law or of any Loan Document, (b) with respect to the Delayed Draw A-1 Borrowing, use the proceeds to make Permitted Acquisitions or to repay the Delayed Draw Term A-2 Loan, and (c) with respect to the Delayed Draw A-2 Borrowing, use the proceeds to repay the Indebtedness outstanding under the Existing Noteholder Documents.

6.16 Further Assurances. Promptly upon request by the Administrative Agent or the Required Lenders through the Administrative Agent, correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof.

6.17 Anti-Corruption Laws. Conduct its businesses in compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other similar anti-corruption legislation in other jurisdictions, and maintain policies and procedures designed to promote and achieve compliance with such laws.

Article VII
NEGATIVE COVENANTS

Until the Facility Termination Date, the Company shall not, nor shall it permit any Material Subsidiary to, directly or indirectly through a Material Subsidiary:

7.01 Liens. Create, incur, assume or suffer to exist, any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:

(a) Liens pursuant to any Loan Document, if any;

(b) Liens existing on the Closing Date and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.03(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b);

(c) Liens for Taxes which (i) are not yet due, or (ii) are being contested in good faith; provided that adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

(d) carriers’, warehousemen’s, landlord’s, mechanics’, materialmen’s, repairmen’s, necessaries supplier’s or other like Liens arising in the ordinary course of business which (i) are not overdue for a period of more than 30 days, or (ii) are being contested in good faith; provided that adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

(e) Liens for damages arising out of tort, out of charters and maritime service contracts entered into in the ordinary course of business, for wages of a stevedore when employed by the Company or any Subsidiary, for crew wages, for general average, and for salvage (including contract salvage) which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings, if adequate reserves with respect thereto are maintained on the books of the applicable Person;

(f) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;

(g) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

(h) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;

(i) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h); and

(j) Liens securing Priority Debt permitted by Section 7.03(h).

Notwithstanding the foregoing, no Liens shall be permitted to secure the obligations under any Noteholder Document unless the Obligations are secured on a pari passu basis.

7.02 Investments. Make any Investments, except:

(a) Permitted Acquisitions; and

(b) Investments (other than Permitted Acquisitions) by the Company or any Material Subsidiary; provided that (i) no Default or Event of Default shall then exist or would exist after giving effect to such Investment and (ii) after giving effect to such Investment, the Company will be in pro forma compliance with all of the terms and provisions of the financial covenants set forth in Section 7.12, with each financial covenant recomputed as at the last day of the most recently ended fiscal quarter of the Company for which financial statements were required to be delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such Investment had been made as of the first day of the four fiscal quarter period preceding the date of such financial statements; provided, further, that the aggregate amount of Investments outstanding at any time in Unrestricted Subsidiaries pursuant to this clause (b) shall not exceed 30% of Consolidated Total Assets (determined as of the most recently ended fiscal year of the Company for which financial statements were required to be delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a)).

7.03 Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except:

(a) Indebtedness under the Loan Documents;

(b) Indebtedness outstanding on the Closing Date and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and the direct or any contingent obligor with respect thereto is not changed, as a result of or in connection with such refinancing, refunding, renewal or extension;

(d) Guarantees with respect to Indebtedness permitted by this Section 7.03;

(e) Guarantees of the Company or any Restricted Subsidiary in respect of trade accounts payable of the Company or any Subsidiary incurred in the ordinary course of business;

(f) obligations (contingent or otherwise) of the Company or any Restricted Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party;

(g) intercompany Indebtedness permitted under Section 7.02;

(h) Priority Debt in an aggregate principal amount not to exceed 17.5% of Consolidated Tangible Assets of the Company and its Restricted Subsidiaries determined as of the most recently ended fiscal quarter of the Company for which financial statements were required to be delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b); provided, that, the aggregate principal amount of Priority Debt that is not Title XI Debt shall not, at any time, exceed 10% of Consolidated Tangible Assets of the Company and its Restricted Subsidiaries determined as of the most recently ended fiscal quarter of the Company for which financial statements were required to be delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b); and

(i) unsecured Indebtedness of the Loan Parties so long as after giving effect to such incurrence of Indebtedness, the Company will be in pro forma compliance with all of the terms and provisions of the financial covenants set forth in Section 7.12, with each financial covenant recomputed as at the last day of the most recently ended fiscal quarter of the Company for which financial statements were required to be delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such Indebtedness had been incurred as of the first day of the four fiscal quarter period preceding the date of such financial statements.

7.04 Fundamental Changes. Merge, consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default or Event of Default exists or would result therefrom:

(a) any Subsidiary may merge with the Company or any Guarantor organized in the United States, provided that the Company or such Guarantor shall be the continuing or surviving Person;

(b) any Subsidiary that is not a Material Subsidiary may merge with any other Subsidiary, provided that if the other Subsidiary is a Material Subsidiary, then such other Subsidiary shall be the continuing or surviving Person;

(c) the Company or any Subsidiary may merge with any Person as part of a Permitted Acquisition, provided that the Company or such Subsidiary shall be the continuing or surviving Person;

(d) any Subsidiary may sell or Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or any Guarantor; and

(e) the Company or any Subsidiary may sell or Dispose of its assets to the extent such Disposition is permitted by Section 7.05.

7.05 Dispositions. Make (in one transaction or a series of transactions) any Disposition or enter into any agreement to make any Disposition, except:

(a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;

(b) Dispositions of inventory and other property in the ordinary course of business;

(c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of property of the types used in the present lines of business of the Company and its Subsidiaries or (ii) the proceeds of such Disposition are applied to the purchase price of such property within 180 days of such Disposition;

(d) Dispositions of property by (i) any Subsidiary to a Loan Party and (ii) any Subsidiary that is not a Loan Party to any other Subsidiary that is not a Loan Party;

(e) Dispositions permitted by Section 7.07;

(f) Dispositions permitted by Sections 7.02 or 7.04;

(g) Licenses of IP Rights in the ordinary course of business;

(h) Dispositions of notes, receivables and any interests therein or rights or claims associated therewith, (i) by the Company in any Capital Construction Fund maintained by (A) the Company or (B) the Company and one or more of its Subsidiaries or (ii) by any Subsidiary in any Capital Construction Fund maintained by (A) such Subsidiary, (B) the Company and such Subsidiary or (C) the Company, such Subsidiary and one or more other Subsidiaries, provided that, at the time of such Disposition, the aggregate balance in all such Capital Construction Funds shall not exceed by more than $50,000,000 the total amount of qualified withdrawals (as defined in Chapter 535 of Title 46 of the United States Code and implementing regulations) that the Company or its Subsidiaries, as appropriate, would be entitled to make as of that date, including reimbursements of general funds as permitted by applicable regulations; and

(i) Dispositions of property by the Company and the Material Subsidiaries not otherwise permitted in this Section 7.05, for cash or cash equivalents; provided, that (i) no Default or Event of Default shall be exist or result therefrom, (ii) after giving effect to the Disposition, the Company shall be in pro forma compliance with the financial covenants set forth in Section 7.12, with each financial covenant recomputed as at the last day of the most recently ended fiscal quarter of the Company for which financial statements were required to be delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such Disposition had occurred as of the first day of the four fiscal quarter period preceding the date of such financial statements, and (iii) the aggregate fair market value of all such property Disposed of (A) during any fiscal year of Company shall not exceed 10% of Consolidated Total Assets (determined as of the most recently ended fiscal year of the Company for which financial statements were required to be delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a)) and (B) after the Closing Date shall not exceed 30% of Consolidated Total Assets (determined as of the most recently ended fiscal year of the Company for which financial statements were required to be delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a)); provided, further, that if all or any portion of the Net Proceeds of a Disposition are reinvested in assets useful to the business (excluding current assets as classified by GAAP) within 18 months of such Disposition, the reinvested portion of such proceeds shall not constitute utilization of the baskets set forth in the foregoing clause (iii);

provided, that any Disposition pursuant to clauses (a) through (i) shall be for fair market value of the property Disposed.

7.06 Lease Obligations. Create or suffer to exist any obligations for the payment of rent for any property under lease or agreement to lease, except:

(a) operating leases (other than those constituting Synthetic Lease Obligations) and vessel charters entered into or assumed by the Company or any Subsidiary in the ordinary course of business, provided that, with respect to operating leases entered into after the Closing Date, no Default or Event of Default would result from the Company or such Subsidiary entering into or assuming such lease;

(b) leases in connection with any sale-leaseback arrangement permitted hereby;

(d) leases not otherwise described in subsections (a) through (c) above, provided that the aggregate amount of the obligations of the Company and the Material Subsidiaries thereunder shall not exceed $25,000,000 at any one time outstanding.

7.07 Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that:

(a) each Subsidiary may make Restricted Payments to the Company and to wholly-owned Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Subsidiary, to the Company and any Subsidiary and to each other owner of Capital Stock of such Subsidiary on a pro rata basis based on their relative ownership interests);

(b) the Company and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person;

(c) the Company and each Subsidiary may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interests; and

(d) the Company may from time to time (i) declare and make Restricted Payments, (ii) make cash payments in respect of the Shareholder Subordinated Debt, and (iii) redeem Equity Interests of the Company from shareholders (collectively, “Distributions” and individually, a “Distribution”); provided that (A) no Default or Event of Default shall then exist or would exist after giving effect to such Distribution and (B) after giving effect to such Distribution, (x) the Company will be in pro forma compliance with the financial covenants set forth in Section 7.12 and (ii) the Consolidated Net Leverage Ratio shall be at least 0.25x less than the then permitted Consolidated Net Leverage Ratio set forth in Section 7.12(a), in each case, with each financial covenant recomputed as at the last day of the most recently ended fiscal quarter of the Company for which financial statements were required to be delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such Distribution had been consummated as of the first day of the four fiscal quarter period preceding the date of such financial statements; provided further that (A) if any Distribution (other than redemptions of Equity Interests of the Company) would result in all Distributions (other than redemptions of Equity Interests of the Company) being made in any 12 month period exceeding two (2) percent of the Company’s Consolidated Stockholder’s Equity presented in the most recent annual financial statements delivered in accordance with Section 6.01(a), excluding minority interests and rounded up to the nearest $100,000, the Company shall have delivered to the Administrative Agent, a certificate of a Responsible Officer of the Company certifying as to the compliance with the conditions set forth above not less than five Business Days prior to the making of any such Distribution, and (B) if any redemption of any Equity Interest of the Company from shareholders would result in all such redemptions being made in any 12 month period exceeding $5,000,000 in the aggregate, the Company shall have delivered to the Administrative Agent a certificate of a Responsible Officer of the Company certifying as to the compliance with the conditions set forth above not less than five Business Days prior to the consummation of such redemption.

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7.08 Change in Nature of Business; Suspension of Business. Engage in any line of business which is substantially different from or unrelated to the lines of business engaged in by the Company and its Subsidiaries on the Closing Date, except for lines of business that, as of any date of determination, accounted for or constituted 20% or less of the Consolidated Total Assets, nor discontinue or voluntarily suspend any material portion of lines of business engaged in by the Company and its Restricted Subsidiaries on the Closing Date, except to the extent such discontinuation or suspension results from a Disposition permitted by Section 7.05 or is caused by the condemnation or other taking for public use of, the property of the Company or its Subsidiaries. For the avoidance of doubt, each of the parties hereto acknowledge and agree that, as of the Closing Date, the Company and its Subsidiaries were engaged in, among other businesses, freight transportation businesses conducted in any mode of transport and fuel distribution businesses.

7.09 Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Company (other than a Loan Party), other than:

(a) arm’s-length transactions or transactions with Affiliates that are otherwise expressly permitted to be other than arm’s-length hereunder;

(b) operating leases (including bareboat and demise charters) of property and time charters of vessels (i) among any of the Loan Parties or (ii) among any of the Company or its Subsidiaries that are permitted by Section 7.05, provided, in each case, that the lease or charter rates under any such lease or charter shall be calculated at book value or at rates calculated based on property valuation of book value or the greater of the equipment or vessel leased or chartered;

(c) deposits of property to and withdrawals of property from any Capital Construction Fund maintained by the Company or the Company and one or more of its Subsidiaries;

(d) transactions in connection with cash management facilities among the Company and its Subsidiaries;

(e) payment of insurance premiums in respect of life insurance and/or split-dollar life insurance policies on shareholders or key employees of the Company and spouses thereof, provided the aggregate amount thereof shall not exceed $5,000,000 in any fiscal year of the Company;

(f) advances to (i) officers, directors and employees of the Company and its Subsidiaries, provided the aggregate amount of advances made pursuant to this clause (i) shall not exceed $1,000,000 at any time outstanding and (ii) shareholders of the Company not to exceed $5,000,000 at any time outstanding and secured by capital stock of the Company held by such shareholders;

(g) the making of any Restricted Payment permitted by Section 7.07; and

(h) the making of any Investment in the Company, any Guarantor or any wholly-owned Subsidiary permitted by Section 7.02.

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7.10 Burdensome Agreements. Enter into any Contractual Obligation that limits the ability (a) of any Material Subsidiary to make Restricted Payments to the Company or to otherwise transfer property to the Company or (b) of the Company or any Material Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person, other than:

(a) the Noteholder Documents;

(b) documents and instruments entered into in respect of any Capital Construction Fund permitted by Section 7.05(h);

(c) documents and instruments entered into in respect of capital leases, synthetic leases and purchase money obligations for fixed or capital assets, provided that the restrictions on the creation or existence of Liens applies only to the property securing the Indebtedness documented or evidenced by such documents and instruments; and

(d) any documentation governing Incremental Equivalent Debt permitted pursuant to Section 7.03(b), so long as such encumbrances or restrictions are not, taken as a whole, more restrictive to the Borrowers and their Restricted Subsidiaries in any material respect than those in this Agreement.

7.11 Use of Proceeds. Use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose.

7.12 Financial Covenants.

(a) Consolidated Net Leverage Ratio. Permit the Consolidated Net Leverage Ratio to exceed, as of the last day of any fiscal quarter, 3.50:1.0; provided, that if the Company or any other Loan Party makes an Acquisition (or series of related Acquisitions) for consideration (including assumed liabilities, earnout payments and any other deferred payment) in excess of $50,000,000 (a “Material Acquisition”), at the Borrower’s election (which shall be made by notifying the Administrative Agent of such election prior to the consummation of such Material Acquisition), the maximum Consolidated Net Leverage Ratio required to be maintained pursuant to this Section 7.12(a) shall increase by 0.50 for each of the four fiscal quarters ending immediately following such Material Acquisition, including the fiscal quarter in which such Material Acquisition was consummated (or, in the case of series of related Acquisitions, the fiscal quarter in which the last Acquisition was consummated) (the “Adjustment Period”); provided, further, that (i) for at least four complete consecutive fiscal quarters immediately following each Adjustment Period, the Consolidated Net Leverage Ratio as of the end of such fiscal quarter shall not be greater than 3.50:1.00 for such quarters prior to giving effect to another Adjustment Period pursuant to the immediately preceding proviso, (ii) there shall be no more than two (2) Adjustment Periods during the term of this Agreement, (iii) not more than one Adjustment Period shall be in effect at any time, and (iv) the Adjustment Period shall only apply with respect to the calculation of the Consolidated Net Leverage Ratio for purposes of determining compliance with this Section 7.12(a) (and for the avoidance of doubt, any action hereunder in connection with the applicable Material Acquisition for which pro forma compliance with this Section 7.12(a) is required).

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(b) Fixed Charge Coverage Ratio. Permit the Consolidated Fixed Charge Coverage Ratio to be less than 1.50:1.0.

(c) Pro Forma Calculations. For purposes of calculating the financial covenants set forth in subsections (a) and (b) above (including for purposes of determining the Applicable Rate), any Disposition, Acquisition or Restricted Payment shall be deemed to have occurred as of the first day of the most recent four fiscal quarter period preceding the date of such transaction for which the Company was required to deliver financial statements pursuant to Sections 6.01(a) or 6.01(b). In connection with the foregoing, (i) with respect to any Disposition, (A) income statement and cash flow statement items (whether positive or negative) attributable to the property disposed of shall be excluded to the extent relating to any period occurring prior to the date of such transaction and (B) Indebtedness which is retired shall be excluded and deemed to have been retired as of the first day of the applicable period and (ii) with respect to any Acquisition, (A) income statement items attributable to the Person or property acquired shall be included to the extent relating to any period applicable in such calculations to the extent (1) such items are not otherwise included in such income statement items for the Company and the Restricted Subsidiaries in accordance with GAAP or in accordance with any defined terms set forth in Section 1.01 and (2) such items are supported by financial statements or other information reasonably satisfactory to the Administrative Agent (it being understood that the Administrative Agent’s reasonable satisfaction shall apply only to the inclusion of the income statement items attributable to the Person or property acquired, including applicable adjustments and synergies, and not to the Acquisition itself, for which no prior consent by the Lenders is required if such Acquisition constitutes a Permitted Acquisition) and (B) any Indebtedness incurred or assumed by the Company or any Restricted Subsidiary (including the Person or property acquired) in connection with such transaction and any Indebtedness of the Person or property acquired which is not retired in connection with such transaction (1) shall be deemed to have been incurred as of the first day of the applicable period and (2) if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination.

7.13 Sanctions. Directly or indirectly, use the proceeds of any Credit Extension, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other individual or entity, to fund any activities of or business with any individual or entity, or in any Designated Jurisdiction, that, at the time of such funding, is the subject of Sanctions, or in any other manner that will result in a violation by any individual or entity (including any individual or entity participating in the transaction, whether as Lender, Arranger, Administrative Agent, L/C Issuer, Swing Line Lender, or otherwise) of Sanctions.

7.14 Anti-Corruption Laws. Directly or indirectly use the proceeds of any Credit Extension for any purpose which would breach the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other similar anti-corruption legislation in other jurisdictions.

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Article VIII
EVENTS OF DEFAULT AND REMEDIES

8.01 Events of Default. Any of the following shall constitute an event of default (each an “Event of Default”):

(a) Non-Payment. Any Borrower or any other Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan or any L/C Obligation or deposit any funds as Cash Collateral in respect of L/C Obligations, or (ii) within three days after the same becomes due, any interest on any Loan or on any L/C Obligation, or any fee due hereunder, or (iii) within five days after the same becomes due, any other amount payable hereunder or under any other Loan Document; or

(b) Specific Covenants. The Company fails to perform or observe any term, covenant or agreement contained in any of Section 6.03(a), 6.05, 6.07 or 6.12, Article VII or Article X; or

(c) Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in subsection (a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for 30 days; or

(d) Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Company or any other Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect or misleading when made or deemed made; or

(e) Cross-Default. (i) The Company or any Restricted Subsidiary (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than $25,000,000, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Company or any Restricted Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which the Company or any Restricted Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Company or such Restricted Subsidiary as a result thereof is greater than $25,000,000; or

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(f) Insolvency Proceedings, Etc. The Company or any Restricted Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for 60 calendar days, or an order for relief is entered in any such proceeding; or

(g) Inability to Pay Debts; Attachment. (i) The Company or any Restricted Subsidiary becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within 30 days after its issue or levy; or

(h) Judgments. There is entered against the Company or any Restricted Subsidiary (i) one or more final judgments or orders for the payment of money in an aggregate amount (as to all such judgments or orders) exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage), or (ii) any one or more non-monetary final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in each case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of 30 consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or

(i) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of the Company to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount that has resulted in or could reasonably be expected to result in a Material Adverse Effect, or (ii) the Company or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or

(j) Change of Control. There occurs any Change of Control without the prior written consent of the Required Lenders; or

(k) Invalidity of Loan Documents. Any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations arising under the Loan Documents, ceases to be in full force and effect; or any Loan Party or any other Person contests in any manner the validity or enforceability of any provision of any Loan Document; or any Loan Party denies that it has any or further liability or obligation under any provision of any Loan Document, or purports to revoke, terminate or rescind any Loan Document, or it becomes unlawful for a Loan Party to perform any of its obligations under the Loan Documents.

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8.02 Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:

(a) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated;

(b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrowers;

(c) require that the Company Cash Collateralize the L/C Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto); and

(d) exercise on behalf of itself, the Lenders and the L/C Issuer all rights and remedies available to it, the Lenders and the L/C Issuer under the Loan Documents or applicable Law or equity;

provided, however, that upon the occurrence of an event described in Section 8.01(f), the Commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Company to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

8.03 Application of Funds.

(a) Priority of Distributions. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Guaranteed Obligations shall, subject to the provisions of Sections 2.17 and 2.18, be applied by the Administrative Agent in the following order:

First, to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such;

Second, to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer (including fees and time charges for attorneys who may be employees of any Lender or the L/C Issuer) arising under the Loan Documents and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them;

Third, to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, L/C Borrowings and other Guaranteed Obligations arising under the Loan Documents, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them;

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Fourth, to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, L/C Borrowings and Guaranteed Obligations then owing under Guaranteed Hedge Agreements and Guaranteed Cash Management Agreements and to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrowers pursuant to Sections 2.03 and 2.17, in each case ratably among the Administrative Agent, the Lenders, the L/C Issuers, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this Fourth clause held by them; and

Last, the balance, if any, after all of the Guaranteed Obligations have been indefeasibly paid in full, to the Company or as otherwise required by Law.

(b) Subject to Sections 2.03(c) and 2.17, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Guaranteed Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Guaranteed Obligations otherwise set forth above in this Section 8.03.

(c) Reliance by Administrative Agent. Notwithstanding the foregoing, Guaranteed Obligations arising under Guaranteed Cash Management Agreements and Guaranteed Hedge Agreements shall be excluded from the application described above if the Administrative Agent has not received a Guaranteed Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article IX for itself and its Affiliates as if a “Lender” party hereto.

Article IX
ADMINISTRATIVE AGENT

9.01 Appointment and Authority. Each of the Lenders and the L/C Issuer hereby irrevocably appoints, designates and authorizes Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article IX are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuer, and neither any Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

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9.02 Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of banking, trust, financial, advisory, underwriting or other business with any Loan Party or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders or to provide notice to or consent of the Lenders with respect thereto.

9.03 Exculpatory Provisions.

(a) The Administrative Agent or its Related Parties shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent and its Related Parties:

(i) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(ii) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and

(iii) shall not have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, to any Lender or the L/C Issuer any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their Affiliates that is communicated to, or in the possession of, the Administrative Agent, any Arranger or any of their Related Parties in any capacity, except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent herein.

(b) Neither the Administrative Agent nor any of its Related Parties shall be liable for any action taken or not taken by the Administrative Agent under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby or thereby (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary), or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 11.01 and 8.02) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by a Borrower, a Lender or the L/C Issuer.

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(c) Neither the Administrative Agent nor any of its Related Parties have any duty or obligation to any Lender or participant or any other Person to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

9.04 Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall be fully protected in relying and shall not incur any liability for relying upon, any notice, request, certificate, communication, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall be fully protected in relying and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or the L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or the L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Loan Parties), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objections.

9.05 Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article IX shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the Facilities as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.

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9.06 Resignation of Administrative Agent.

(a) The Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuer and the Company. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Company, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders and the L/C Issuer, appoint a successor Administrative Agent meeting the qualifications set forth above, provided that in no event shall any such successor Administrative Agent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

(b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable Law, by notice in writing to the Company and such Person remove such Person as Administrative Agent and, in consultation with the Company, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

(c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed) Administrative Agent (other than as provided in Section 3.01(g) and other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 9.06). The fees payable by the Company to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article XI and Section 11.04 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (A) while the retiring or removed Administrative Agent was acting as Administrative Agent and (B) after such resignation or removal for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including, without limitation, (1) acting as collateral agent or otherwise holding any collateral security on behalf of any of the holders of the Obligations and (2) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

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(d) Any resignation or removal by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer. If Bank of America resigns as the L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c). Upon the appointment by the Company of a successor L/C Issuer hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender and such Lender shall have consented to such appointment), (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, (b) the retiring L/C Issuer shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.

9.07 Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the L/C Issuer expressly acknowledges that none of the Administrative Agent nor any Arranger has made any representation or warranty to it, and that no act by the Administrative Agent or any Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Arranger to any Lender or the L/C Issuer as to any matter, including whether the Administrative Agent or any Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and the L/C Issuer represents to the Administrative Agent and the Arrangers that it has, independently and without reliance upon the Administrative Agent, any Arranger, any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of, and investigation into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrowers hereunder. Each Lender and the L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent, any Arranger, any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties. Each Lender and the L/C Issuer represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender or L/C Issuer for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender or L/C Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and the L/C Issuer agrees not to assert a claim in contravention of the foregoing. Each Lender and the L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such L/C Issuer, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities.

9.08 No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the titles listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, an Arranger, a Lender or the L/C Issuer hereunder.

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9.09 Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrowers) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Guaranteed Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the L/C Issuer and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuer and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuer and the Administrative Agent under Sections 2.03(h) and (i), 2.10, 2.11(b) and (c) and 11.04) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and the L/C Issuer to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the L/C Issuer, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under 2.10, 2.11(b) and (c) and 11.04.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or the L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Guaranteed Obligations or the rights of any Lender or the L/C Issuer to authorize the Administrative Agent to vote in respect of the claim of any Lender or the L/C Issuer or in any such proceeding.

9.10 Guaranty Matters.

(a) Without limiting the provisions of Section 9.09, each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) and the L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents.

(b) Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10.

(c) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any certificate prepared by any Loan Party in connection therewith.

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9.11 ERISA Matters.

(a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Company or any other Loan Party, that at least one of the following is and will be true:

(i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments, or this Agreement,

(ii) the transaction exemption set forth in one or more PTEs, such as PTE 84–14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95–60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90–1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91–38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96–23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,

(iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84–14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84–14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84–14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or

(iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.

(b) In addition, unless either (1) clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Company or any other Loan Party, that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto).

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9.12 Recovery of Erroneous Payments.

Without limitation of any other provision in this Agreement, if at any time the Administrative Agent makes a payment hereunder in error to any Lender Recipient Party, whether or not in respect of an Obligation due and owing by the Borrowers at such time, where such payment is a Rescindable Amount, then in any such event, each Lender Recipient Party receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender Recipient Party in immediately available funds in the currency so received, with interest thereon, for each day from and including the date such Rescindable Amount is received by it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender Recipient Party irrevocably waives any and all defenses, including any “discharge for value” (under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect of a debt owed by another) or similar defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender Recipient Party promptly upon determining that any payment made to such Lender Recipient Party comprised, in whole or in part, a Rescindable Amount.

9.13 Guaranteed Cash Management Agreements and Guaranteed Hedge Agreements.

Except as otherwise expressly set forth herein, no Cash Management Bank or Hedge Bank that obtains the benefit of the provisions of Section 8.03, the Guaranty by virtue of the provisions hereof shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document (or to notice of or to consent to any amendment, waiver or modification of the provisions hereof or of the Guaranty) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article IX to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Guaranteed Obligations arising under Guaranteed Cash Management Agreements and Guaranteed Hedge Agreements except to the extent expressly provided herein and unless the Administrative Agent has received a Guaranteed Party Designation Notice of such Guaranteed Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. The Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Guaranteed Obligations arising under Guaranteed Cash Management Agreements and Guaranteed Hedge Agreements in the case of a Facility Termination Date.

Article X
CONTINUING GUARANTY

10.01 Guaranty. Each Guarantor hereby, jointly and severally, absolutely and unconditionally guarantees, as primary obligor and as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Guaranteed Obligations; provided that (a) the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor and (b) the liability of each Guarantor individually with respect to this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable state law or other applicable Law. Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any such indebtedness, obligations, and liabilities, or portion thereof, which may be or hereafter become unenforceable or compromised or shall be an allowed or disallowed claim under any proceeding or case commenced by or against any debtor under any Debtor Relief Laws. The Administrative Agent’s books and records showing the amount of the Guaranteed Obligations (other than with respect to Guaranteed Obligations arising under a Guaranteed Hedge Agreement or Guaranteed Cash Management Agreement) shall be admissible in evidence in any action or proceeding, and shall be conclusive absent manifest error for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing (other than the indefeasible payment in full in cash and performance of all the Guaranteed Obligations).

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10.02 Rights of Lenders. Each Guarantor consents and agrees that Administrative Agent and the holders of the Guaranteed Obligations may, at any time and from time to time, without notice or demand, and without affecting the enforceability or continuing effectiveness hereof: (a) amend, extend, renew, compromise, discharge, accelerate or otherwise change the time for payment or the terms of the Guaranteed Obligations or any part thereof; (b) take, hold, exchange, enforce, waive, release, fail to perfect, sell, or otherwise dispose of any security for the payment of this Guaranty or any Guaranteed Obligations; (c) apply such security and direct the order or manner of sale thereof as Administrative Agent, the L/C Issuer and the Lenders in their sole discretion may determine; and (d) release or substitute one or more of any endorsers or other guarantors of any of the Guaranteed Obligations. Without limiting the generality of the foregoing, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of any Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such Guarantor.

10.03 Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of any Borrower or any other Guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any holder of the Guaranteed Obligations) of the liability of any Borrower or any other Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of any Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to proceed against any Borrower or any other Loan Party, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the power of the Administrative Agent or any holder of the Guaranteed Obligations whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any holder of the Guaranteed Obligations; and (f) to the fullest extent permitted by Law, any and all other defenses or benefits that may be derived from or afforded by applicable Law limiting the liability of or exonerating guarantors or sureties (other than the indefeasible payment in full in cash and performance of all the Guaranteed Obligations). Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

10.04 Obligations Independent. The obligations of each Guarantor hereunder are those of primary obligor, and not merely as surety, and are independent of the Guaranteed Obligations and the obligations of any other guarantor, and a separate action may be brought against any Guarantor to enforce this Guaranty whether or not any Borrower or any other Person is joined as a party.

10.05 [Reserved].

10.06 Borrower Indemnity. In addition to all such rights of indemnity and subrogation as Guarantors may have under applicable Law, each Borrower agrees that in the event a payment shall be made by any Guarantor under this Guaranty, such Borrower shall indemnify such Guarantor for the full amount of such payment and such Guarantor shall be subrogated to the rights of the Person to whom such payment shall have been made to the extent of such payment.

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10.07 Guarantor Contribution. Each Guarantor (for purposes of this Section, a “Contributing Guarantor”) agrees that, in the event a payment shall be made by any other Guarantor under this Guaranty and such Guarantor (for purposes of this Section, the “Claiming Guarantor”) shall not have been fully indemnified by the Borrowers as provided in Section 10.06, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to the amount of such payment, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date of this Agreement (or, in the case of any Guarantor becoming a party hereto pursuant to Section 6.12, the date of the Additional Guarantor Joinder Agreement executed and delivered by such Guarantor) and the denominator shall be the aggregate net worth of all Guarantors on the date of this Agreement (or, in the case of any Guarantor becoming a party hereto pursuant to Section 6.12, the date of the Additional Guarantor Joinder Agreement executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section shall be subrogated to the rights of such Claiming Guarantor under Section 10.06 to the extent of such payment.

10.08 Subrogation. No Guarantor shall exercise any right of subrogation, contribution, indemnity, reimbursement or similar rights with respect to any payments it makes under this Guaranty until all of the Guaranteed Obligations and any amounts payable under this Guaranty have been indefeasibly paid and performed in full and the Commitments and the Facilities are terminated. If any amounts are paid to any Guarantor in violation of the foregoing limitation, then such amounts shall be held in trust for the benefit of the Administrative Agent and the holders of the Guaranteed Obligations and shall forthwith be paid to the Administrative Agent to reduce the amount of the Guaranteed Obligations, whether matured or unmatured.

10.09 Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until the Facility Termination Date. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of any Borrower or any Guarantor is made, or the Administrative Agent or any holder of the Guaranteed Obligations exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or any holder of the Guaranteed Obligations in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Administrative Agent or any holder of the Guaranteed Obligations is in possession of or have released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Guarantor under this Section shall survive termination of this Guaranty.

10.10 Subordination. Each Guarantor hereby subordinates the payment of all obligations and indebtedness of each Borrower owing to such Guarantor, whether now existing or hereafter arising, including any obligation of such Borrower to such Guarantor as subrogee of Administrative Agent, the L/C Issuer or any Lender or resulting from such Guarantor’s performance under this Guaranty, to the indefeasible payment in full in cash of all Guaranteed Obligations. If the Administrative Agent or any holder of the Guaranteed Obligations so request, any such obligation or indebtedness of any Borrower to any Guarantor shall be enforced and performance received by such Guarantor as trustee for the Administrative Agent and the holders of the Guaranteed Obligations and the proceeds thereof shall be paid over to the Administrative Agent on account of the Guaranteed Obligations, but without reducing or affecting in any manner the liability of such Guarantor under this Guaranty.

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10.11 Stay of Acceleration. If acceleration of the time for payment of any of the Guaranteed Obligations is stayed, in connection with any case commenced by or against any Guarantor or any Borrower under any Debtor Relief Laws, or otherwise, all such amounts shall nonetheless be payable by the Guarantors immediately upon demand by the Administrative Agent or any holder of the Guaranteed Obligations.

10.12 Condition of Borrower. Each Guarantor acknowledges and agrees that it has the sole responsibility for, and has adequate means of, obtaining from each Borrower and any other guarantor such information concerning the financial condition, business and operations of each Borrower and any such other guarantor as such Guarantor requires, and that none of the Administrative Agent or any holder of the Guaranteed Obligations has any duty, and such Guarantor is not relying on the Administrative Agent or any holder of the Guaranteed Obligations at any time, to disclose to such Guarantor any information relating to the business, operations or financial condition of any Borrower or any other guarantor (each Guarantor waiving any duty on the part of the Administrative Agent and each holder of the Guaranteed Obligations to disclose such information and any defense relating to the failure to provide the same).

10.13 Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty or the grant of the security interest hereunder, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Guaranty and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the Guaranteed Obligations have been indefeasibly paid and performed in full. Each Loan Party intends this Section 10.13 to constitute, and this Section 10.13 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

10.14 Appointment of Company. Each of the Loan Parties hereby appoints the Company to act as its agent for all purposes of this Agreement, the other Loan Documents and all other documents and electronic platforms entered into in connection herewith and agrees that (a) the Company may execute such documents and provide such authorizations on behalf of such Loan Parties as the Company deems appropriate in its sole discretion and each Loan Party shall be obligated by all of the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, L/C Issuer or a Lender to the Company shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C Issuer or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Company on behalf of each of the Loan Parties.

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Article XI
MISCELLANEOUS

11.01 Amendments, Etc.

(a) Except as provided in Section 11.01(b), no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Company or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:

(i) waive any condition set forth in Section 4.01(a) or, in the case of the initial Credit Extension, Section 4.02, without the written consent of each Lender (it being understood and agreed that a waiver of any condition precedent in Section 4.02 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);

(ii) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender;

(iii) postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) or any scheduled reduction of the Commitments hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reduced;

(iv) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to such amount; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest or Letter of Credit Fees at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;

(v) (A) change Section 2.14 or Section 8.03 in a manner that would alter the pro rata sharing or order of application of payments required thereby without the written consent of each Lender directly and adversely affected thereby or (B) subordinate, or have the effect of subordinating, the Obligations to any other Indebtedness or other obligation without the written consent of each Lender directly affected thereby;

(vi) change any provision of this Section 11.01 or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender;

(vii) release all or substantially all of the value of the Guaranty, without the written consent of each Lender, except to the extent the release of any Subsidiary from the Guaranty is permitted pursuant to Section 9.10 or in connection with the designation of an Unrestricted Subsidiary pursuant to Section 6.12(c), in which cases such release may be made by the Administrative Agent acting alone; or

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(viii) release the Company or permit the Company to assign or transfer any of its rights or obligations under this Agreement or the other Loan Documents without the consent of each Lender;

and, provided further, that (A) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (B) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; and (C) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document.

(b) Notwithstanding anything to the contrary herein,

(i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender, or all Lenders or each affected Lender under a Facility, may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (A) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (B) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender, or all Lenders or each affected Lender under a Facility, that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender; (ii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (iii) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders.

(ii) this Agreement may be amended and restated without the consent of any Lender (but with the consent of the Company and the Administrative Agent) if, upon giving effect to such amendment and restatement, such Lender shall no longer be a party to this Agreement (as so amended and restated), the Commitments of such Lender shall have terminated, such Lender shall have no other commitment or other obligation hereunder and shall have been paid in full all principal, interest and other amounts owing to it or accrued for its account under this Agreement.

(iii) the Administrative Agent and the Company may make amendments contemplated by Section 3.03(b).

(iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto.

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(v) Incremental Facility Amendments may be effected in accordance with Section 2.16.

(vi) if the Administrative Agent and the Company acting together identify any ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or any other Loan Document (including the schedules and exhibits thereto), then the Administrative Agent and the Company shall be permitted to amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without any further action or consent of any other party to this Agreement

11.02 Notices; Effectiveness; Electronic Communications.

(a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile or electronic mail as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(i) if to a Borrower, the Administrative Agent, the L/C Issuer or the Swing Line Lender, to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 11.02; and

(ii) if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire then in effect for the delivery of notices that may contain material non-public information relating to the Borrowers).

Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as provided in such subsection (b).

(b) Electronic Communications. (i) Notices and other communications to the Administrative Agent, the Swing Line Lender, the Lenders and the L/C Issuer hereunder may be delivered or furnished by electronic communication (including e-mail, FpML messaging, and Internet or intranet websites) pursuant to an electronic communications agreement (or such other procedures approved by the Administrative Agent in its sole discretion); provided that the foregoing shall not apply to notices to any Lender, the Swing Line Lender or the L/C Issuer pursuant to Article II if such Lender, the Swing Line Lender or the L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent, the Swing Line Lender, the L/C Issuer or the Company may each, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

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(ii) Unless the Administrative Agent otherwise prescribes, (A) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement) and (B) notices and other communications posted to an Internet or intranet website shall be deemed received by the intended recipient upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail address or other written acknowledgement) indicating that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (A) and (B), if such notice or other communication is not sent during the normal business hours of the recipient, such notice, email or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient.

(c) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to any Borrower, any Lender, the L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of any Borrower’s, any Loan Party’s, or the Administrative Agent’s transmission of Borrower Materials or notices through the Platform, any other electronic platform or electronic messaging service, or through the Internet.

(d) Change of Address, Etc. Each of the Borrowers, the Administrative Agent, the L/C Issuer and the Swing Line Lender may change its address, facsimile or telephone number or e-mail address for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, facsimile or telephone number or e-mail address for notices and other communications hereunder by notice to the Company, the Administrative Agent, the L/C Issuer and the Swing Line Lender. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, facsimile number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state securities Laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrowers or its securities for purposes of United States Federal or state securities laws.

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(e) Reliance by Administrative Agent, L/C Issuer and Lenders. The Administrative Agent, the L/C Issuer and the Lenders shall be entitled to rely and act upon any notices (including, without limitation, telephonic or electronic notices, Committed Loan Notices, Letter of Credit Applications, Swing Line Loan Notices and Notices of Loan Prepayment) purportedly given by or on behalf of any Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Company shall indemnify the Administrative Agent, the L/C Issuer, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of any Borrower. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

11.03 No Waiver; Cumulative Remedies; Enforcement.

(a) No Waiver; Cumulative Remedies. No failure by any Lender, the L/C Issuer or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or under any other Loan Document preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

(b) Enforcement. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.02 for the benefit of all the Lenders and the L/C Issuer; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the L/C Issuer or the Swing Line Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer or Swing Line Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 11.08 (subject to the terms of Section 2.14), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.14, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

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11.04 Expenses; Indemnity; Damage Waiver.

(a) Costs and Expenses. The Company shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal, reinstatement or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer), and shall pay all fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender or the L/C Issuer, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

(b) Indemnification by the Company. The Company shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including any Borrower or any other Loan Party) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby (including, without limitation, the Indemnitee’s reliance on any Communication executed using an Electronic Signature, or in the form of an Electronic Record), the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials at, on, under or emanating from any property owned, leased or operated by the Company or any of its Subsidiaries, or any Environmental Liability related in any way to the Company or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Company or any other Loan Party or any of the Company’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by the Company or any other Loan Party against an Indemnitee for a material breach of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Company or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) result from a claim not involving an act or omission of the Company or any other Loan Party and that is brought by an Indemnitee against another Indemnitee (other than against the arranger or the Administrative Agent in their capacities as such). Without limiting the provisions of Section 3.01(c), this Section 11.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

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(c) Reimbursement by Lenders. To the extent that the Company for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer, the Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d).

(d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, no Loan Party shall assert, and each Loan Party hereby waives, and acknowledges that no other Person shall have, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipient by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction.

(e) Payments. All amounts due under this Section shall be payable not later than ten Business Days after demand therefor.

(f) Survival. The agreements in this Section and the indemnity provisions of Section 11.02(e) shall survive the resignation of the Administrative Agent, the L/C Issuer and the Swing Line Lender, the replacement of any Lender, and the Facility Termination Date.

11.05 Payments Set Aside. To the extent that any payment by or on behalf of any Borrower is made to the Administrative Agent, the L/C Issuer or any Lender, or the Administrative Agent, the L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, the L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and the L/C Issuer severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders and the L/C Issuer under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.

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11.06 Successors and Assigns.

(a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither any Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of Section 11.06(b), (ii) by way of participation in accordance with the provisions of Section 11.06(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 11.06(f) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 11.06(d) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this Section 11.06(b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that (in each case with respect to any Facility) any such assignment shall be subject to the following conditions:

(i) Minimum Amounts.

(A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment under any Facility and/or the Loans at the time owing to it (in each case with respect to any Facility) or contemporaneous assignments to related Approved Funds (determined after giving effect to such assignments) that equal at least the amount specified in paragraph (b)(i)(B) of this Section in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

(B) in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000, in the case of any assignment in respect of the Revolving Credit Facility, or $2,000,000, in the case of any assignment in respect of the Delayed Draw A-1 Facility or the Delayed Draw A-2 Facility unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Company otherwise consents (each such consent not to be unreasonably withheld or delayed).

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(ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (b)(ii) shall not apply to (A) the Swing Line Lender’s rights and obligations in respect of Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis;

(iii) Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:

(A) the consent of the Company (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof;

(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any unfunded Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Delayed Draw Term A-1 Loan or any Delayed Draw Term A-2 Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and

(C) the consent of the L/C Issuer and the Swing Line Lender shall be required for any assignment in respect of the Revolving Credit Facility.

(iv) Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

(v) No Assignment to Certain Persons. No such assignment shall be made (A) to the Company or any of the Company’s Affiliates or Subsidiaries, or (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), or (C) to a natural Person (or a holding company, investment vehicle or trust for, or owned and operated by or for the primary benefit of one or more natural Persons).

(vi) Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Company and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, the L/C Issuer or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swing Line Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

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Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, each Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.

(c) Register. The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrowers (and such agency being solely for tax purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it (or the equivalent thereof in electronic form) and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and interest amounts) of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrowers, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrowers and any Lender (with respect to such Lender’s interest only), at any reasonable time and from time to time upon reasonable prior notice.

(d) Participations. Any Lender may at any time, without the consent of, or notice to, any Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of one or more natural Persons, a Defaulting Lender or the Company or any of the Company’s Affiliates or Subsidiaries ) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation.

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Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 11.01 that affects such Participant. Each Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(e) shall be delivered to the Lender who sells the participation) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrowers’ request and expense, to use reasonable efforts to cooperate with the Borrowers to effectuate the provisions of Section 3.06 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.08 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.14 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(e) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note(s), if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

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(f) Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to Section 11.06(b), Bank of America may, upon 30 days’ notice to the Company and the Lenders, resign as L/C Issuer. In the event of any such resignation as L/C Issuer, the Company shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder (subject to the consent of such Lender); provided, however, that no failure by the Company to appoint any such successor shall affect the resignation of Bank of America as L/C Issuer. If Bank of America resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). Upon the appointment of a successor L/C Issuer, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.

(g) Resignation as Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Wells Fargo assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to clause (b) above, Wells Fargo may, upon 30 days’ notice to the Administrative Agent, the Company and the Lenders, resign as Swing Line Lender. In the event of any such resignation as Swing Line Lender, the Company shall be entitled to appoint from among the Lenders a successor Swing Line Lender hereunder; provided, however, that no failure by the Company to appoint any such successor shall affect the resignation of Wells Fargo as Swing Line Lender. If Wells Fargo resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor Swing Line Lender, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Swing Line Lender.

11.07 Treatment of Certain Information; Confidentiality.

(a) Each of the Administrative Agent, the Lenders and the L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (i) to its Affiliates, its auditors and its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (ii) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (iv) to any other party hereto, (v) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.16 or (B) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Borrowers and their obligations, this Agreement or payments hereunder, (vii) on a confidential basis to (A) any rating agency in connection with rating the Company or its Subsidiaries or the credit facilities provided hereunder or (B) the provider of any Platform or other electronic delivery service used by the Administrative Agent, the L/C Issuer and/or the Swing Line Lender to deliver Borrower Materials or notices to the lenders, (viii) to the CUSIP Service Bureau or any similar agency in connection with the application, issuance, publishing and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (ix) with the consent of the Company, (x) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section or (B) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Company or (xi) is independently discovered or developed by a party hereto without utilizing any Information received from the Company or violating the terms of this Section 11.07.

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(b) For purposes of this Section, “Information” means all information received from the Company or any Subsidiary relating to the Company or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by the Company or any Subsidiary, provided that, in the case of information received from the Company or any Subsidiary after the Closing Date, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Administrative Agent and the Lenders in connection with the administration of this Agreement, the other Loan Documents and the Commitments.

(c) Non-Public Information. Each of the Administrative Agent, the Lenders and the L/C Issuer acknowledges that (a) the Information may include material non-public information concerning a Loan Party or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws.

(d) Press Releases. The Loan Parties and their Affiliates agree that they will not in the future issue any press releases or other public disclosure using the name of the Administrative Agent or any Lender or their respective Affiliates or referring to this Agreement or any of the Loan Documents without the prior written consent of the Administrative Agent, unless (and only to the extent that) the Loan Parties or such Affiliate is required to do so under law and then, in any event the Loan Parties or such Affiliate will consult with such Person before issuing such press release or other public disclosure.

11.08 Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of any Borrower or any other Loan Party against any and all of the obligations of such Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, the L/C Issuer or such Affiliates, irrespective of whether or not such Lender, the L/C Issuer or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of such Borrower or such Loan Party may be contingent or unmatured, secured or unsecured or are owed to a branch, office or Affiliate of such Lender or the L/C Issuer different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.18 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Guaranteed Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Company and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

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11.09 Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Company. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

11.10 Integration; Effectiveness. This Agreement, the other Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative Agent or the L/C Issuer, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

11.11 Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

11.12 Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 11.12, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, the L/C Issuer or the Swing Line Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited.

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11.13 Replacement of Lenders.

(a) If the Company is entitled to replace a Lender pursuant to the provisions of Section 3.06, or if any Lender is a Defaulting Lender or a Non-Consenting Lender or if any other circumstance exists hereunder that gives the Company the right to replace a Lender as a party hereto, then the Company may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.06), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

(i) the Company shall have paid (or caused a Designated Borrower to pay) to the Administrative Agent the assignment fee (if any) specified in Section 11.06(b);

(ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company or applicable Designated Borrower (in the case of all other amounts);

(iii) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;

(iv) such assignment does not conflict with applicable Laws; and

(v) in the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent.

(b) A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply.

(c) Each party hereto agrees that (i) an assignment required pursuant to this Section 11.13 may be effected pursuant to an Assignment and Assumption executed by the Company, the Administrative Agent and the assignee and (ii) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to an be bound by the terms thereof; provided, that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, provided further that any such documents shall be without recourse to or warranty by the parties thereto.

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(d) Notwithstanding anything in this Section 11.13 to the contrary, (A) the Lender that acts as the L/C Issuer may not be replaced hereunder at any time it has any Letter of Credit outstanding hereunder unless arrangements satisfactory to such Lender (including the furnishing of a backstop standby letter of credit in form and substance, and issued by an issuer, reasonably satisfactory to the L/C Issuer or the depositing of Cash Collateral into a Cash Collateral account in amounts and pursuant to arrangements reasonably satisfactory to the L/C Issuer) have been made with respect to such outstanding Letter of Credit and (B) the Lender that acts as the Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 9.06.

11.14 Governing Law; Jurisdiction; Etc.

(a) GOVERNING LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(b) SUBMISSION TO JURISDICTION. EACH BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, THE L/C ISSUER, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(c) WAIVER OF VENUE. EACH BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH LOAN PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

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(d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

11.15 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

11.16 No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) (i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders and their respective Affiliates are arm’s-length commercial transactions between each Loan Party and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders and their respective Affiliates, on the other hand, (ii) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) each Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b) (i) the Administrative Agent, each Arranger and each Lender and each of their respective Affiliates each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary, for any Loan Party or any of its Affiliates, or any other Person and (ii) none of the Administrative Agent, any Arranger, nor any Lender nor any of their respective Affiliates has any obligation to any Loan Party or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (c) the Administrative Agent, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and none of the Administrative Agent, any Arranger, nor any Lender nor any of their respective Affiliates has any obligation to disclose any of such interests to any Loan Party or any of its Affiliates. To the fullest extent permitted by law, each Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers, the Lenders and their respective Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transactions contemplated hereby.

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11.17 Electronic Execution; Electronic Records; Counterparts. This Agreement, any Loan Document and any other Communication, including Communications required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the Loan Parties and each of the Administrative Agent and each Lender Recipient Party agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on such Person to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of such Person enforceable against such Person in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. The Administrative Agent and each of the Lender Recipient Parties may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record. Notwithstanding anything contained herein to the contrary, neither the Administrative Agent, L/C Issuer nor Swing Line Lender is under any obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by such Person pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent the Administrative Agent, L/C Issuer and/or Swing Line Lender has agreed to accept such Electronic Signature, the Administrative Agent and each of the Lender Recipient Parties shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Party and/or any Lender Recipient Party without further verification and (b) upon the request of the Administrative Agent or any Lender Recipient Party, any Electronic Signature shall be promptly followed by such manually executed counterpart.

Neither the Administrative Agent, the L/C Issuer nor the Swing Line Lender shall be responsible for or have any duty to ascertain or inquire into the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document (including, for the avoidance of doubt, in connection with the Administrative Agent’s, L/C Issuer’s or Swing Line Lender’s reliance on any Electronic Signature transmitted by telecopy, emailed .pdf or any other electronic means). The Administrative Agent, L/C Issuer and Swing Line Lender shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon, any Communication (which writing may be a fax, any electronic message, Internet or intranet website posting or other distribution or signed using an Electronic Signature) or any statement made to it orally or by telephone and believed by it to be genuine and signed or sent or otherwise authenticated (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the maker thereof).

Each of the Loan Parties and each Lender Recipient Party hereby waives (i) any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement or any other Loan Document based solely on the lack of paper original copies of this Agreement or such other Loan Document, and (ii) waives any claim against the Administrative Agent and each Lender Recipient Party for any liabilities arising solely from the Administrative Agent’s and/or any Lender Recipient Party’s reliance on or use of Electronic Signatures, including any liabilities arising as a result of the failure of the Loan Parties to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.

135

11.18 Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Solely to the extent any Lender or L/C Issuer that is an Affected Financial Institution is a party to this Agreement and notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender or L/C Issuer that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender or L/C Issuer that is an Affected Financial Institution; and

(b) the effects of any Bail-In Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.

11.19 Authorizations. The Lenders, the Swing Line Lender and the L/C Issuer hereby authorize and instruct the Administrative Agent to execute and deliver this Agreement and each of the documents and agreements described in Section 4.01(a) of this Agreement to which the Administrative Agent is a party.

11.20 USA PATRIOT Act Notice. Each Lender that is subject to the Patriot Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Company and each other Loan Party that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Company and such other Loan Party, which information includes the name and address of the Company and such other Loan Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Company and each other Loan Party in accordance with the Act. The Company and each other Loan Party shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act and the Beneficial Ownership Regulation.

136

11.21 Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for any Swap Contract or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”, and each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):

In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

[SIGNATURE PAGES FOLLOW]

137

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

BORROWER:	SALTCHUK RESOURCES, INC.

	By:	/s/ Jerald W. Richards
	Name:	Jerald W. Richards
	Title:	Senior Vice President, Chief Financial
		Officer & Assistant Secretary

CREDIT AGREEMENT

SALTCHUCK RESOURCES, INC.

GUARANTORS:	Aeko Kula, LLC
	AMNAV MARITIME, LLC
	AQUA ACQUISITION CORP.
	BIRDSALL, INC.
	CARLILE TRANSPORTATION SYSTEMS, LLC
	COOK INLET TUG & BARGE, LLC
	FOSS INTERNATIONAL, LLC
	FOSS MARITIME COMPANY, LLC
	Naniq Global Logistics, LLC
	NAS AIRCRAFT LEASING COMPANY, LLC
	NORTHERN AIR CARGO, LLC
	NORTHWEST TUG LEASING, LLC
	PUERTO RICO TERMINALS, LLC
	SALTCHUK AVIATION, LLC
	SALTCHUK AVIATION SHARED SERVICES, LLC
	SALTCHUK LOGISTICS, LLC
	SALTCHUK MARINE SERVICES, LLC
	STRAHLER, LLC
	TOTE, LLC
	TOTE MARITIME, LLC
	TOTE MARITIME ALASKA, LLC
	TOTE MARITIME PUERTO RICO, LLC
	TOTE SERVICES, LLC
	TOTE SHIPHOLDINGS, LLC

	By:	/s/ Jerald W. Richards
	Name:	Jerald W. Richards
	Title:	Assistant Secretary

CREDIT AGREEMENT

SALTCHUCK RESOURCES, INC.

ADMINISTRATIVE AGENT:	BANK OF AMERICA, N.A.,
	as Administrative Agent

	By:	/s/ Jeanmarie Curtis
	Name:	Jeanmarie Curtis
	Title:	Vice President

CREDIT AGREEMENT

SALTCHUCK RESOURCES, INC.

LENDERS:		BANK OF AMERICA, N.A.,
		as a Lender and L/C Issuer

	By:	/s/ Daryl K. Hogge
	Name:	Daryl K. Hogge
	Title:	Senior Vice President

CREDIT AGREEMENT

SALTCHUCK RESOURCES, INC.

	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	as a Lender and Swing Line Lender

	By:	/s/ Jim Teichman
	Name:	Jim Teichman
	Title:	Director

CREDIT AGREEMENT

SALTCHUCK RESOURCES, INC.

	US BANK NATIONAL ASSOCIATION,
	as a Lender

	By:	/s/ Michael Day
	Name:	Michael Day
	Title:	Vice President

CREDIT AGREEMENT

SALTCHUCK RESOURCES, INC.

	JPMORGAN CHASE BANK, N.A.,
	as a Lender

	By:	/s/ Christopher L. Beery
	Name:	Christopher L. Beery
	Title:	Vice President

CREDIT AGREEMENT

SALTCHUCK RESOURCES, INC.

	PNC BANK, NATIONAL ASSOCIATION,
	as a Lender

	By:	/s/ James Ferguson
	Name:	James Ferguson
	Title:	Senior Vice President

CREDIT AGREEMENT

SALTCHUCK RESOURCES, INC.

	ZIONS BANCORPORATION, N.A. DBA THE COMMERCE BANK OF WASHINGTON,
	as a Lender

	By:	/s/ Jackie Kopson
	Name	: Jackie Kopson
	Title:	Relationship Manager/Authorized Signer

CREDIT AGREEMENT

SALTCHUCK RESOURCES, INC.

	WASHINGTON FEDERAL BANK,
	as a Lender

	By:	/s/ Jadwinder Singh
	Name:	Jadwinder Singh
	Title:	Commercial Portfolio Manager

CREDIT AGREEMENT

SALTCHUCK RESOURCES, INC.

	FIRST HAWAIIAN BANK,
	as a Lender

	By:	/s/ Hanul Vera Abraham
	Name:	Hanul Vera Abraham
	Title:	Vice President

CREDIT AGREEMENT

SALTCHUCK RESOURCES, INC.

	BANK OF HAWAII,
	as a Lender

	By:	/s/ Ryan Kitamura
	Name:	Ryan Kitamura
	Title:	Vice President

CREDIT AGREEMENT

SALTCHUCK RESOURCES, INC.

Exhibit (d)(2)

Execution Version

OVERSEAS SHIPHOLDING GROUP, INC.

May 19, 2024

Samuel H. Norton

302 Knights Run Avenue

Suite 1200

Tampa, FL 33602

RE:

Employment Terms

Dear Mr. Norton:

As you know, Overseas Shipholding Group, Inc. (“OSG”), is contemplating entering into an Agreement and Plan of Merger (the “Merger Agreement”) with Saltchuk Resources, Inc. (“Saltchuk”), and a wholly owned subsidiary of Saltchuk (“Saltchuk Subsidiary”), whereby Saltchuk will acquire all of the outstanding equity securities of OSG by means of a tender offer by the Saltchuk Subsidiary (the “Tender Offer”) followed by a merger of the Saltchuk Subsidiary with and into OSG (the “Merger”).

Saltchuk intends to engage in good-faith discussions with you regarding the terms and conditions of your continuing employment, including your post-closing compensation package. In order to facilitate these negotiations, you agree, via your signature to this letter agreement, that the following will not, individually or in the aggregate, constitute “Good Reason” pursuant to Section 4(e) of your employment agreement with OSG (your “Employment Agreement”): (x) the mere consummation of the Tender Offer and/or the Merger, or (y) any change in your employment duties and responsibilities that reasonably result from the fact that OSG will, by reason of the Tender Offer and the Merger, cease to be publicly traded. Nothing in this letter constitutes a waiver of any other rights or entitlements that you may have under your Employment Agreement or otherwise, including any rights that you may have to claim “Good Reason” due to the occurrence of any other facts, circumstances, or events either before or after the date of this letter agreement.

As an inducement for you to provide the waiver described above, Saltchuk agrees to the following:

●

Beginning promptly after the date hereof, Saltchuk will in good faith negotiate with you the terms of a new employment agreement between you, OSG and Saltchuk (a “New Employment Agreement”) that provides for (x) compensation and benefits opportunities that are consistent in all respects with Saltchuk’s employee-related obligations under the Merger Agreement, and (y) long-term incentive opportunities that provide substantially equivalent value as your annual long-term equity-based compensation opportunities granted to you in 2024 (both as to annual target grant date award value as well as opportunity for upside based on business performance, adjusted to reflect the fact that the Company is no longer publicly traded).

If OSG and Saltchuk fail to enter into a New Employment Agreement with you prior to the 60th day following the consummation of the Merger (or such later date to which you and Saltchuk may agree), all of your then-outstanding rights to cash payments in respect of your OSG time- and performance-based restricted stock units (i.e., “Target Cash Awards” as defined in the Merger Agreement) will be accelerated and paid in full promptly thereafter, with performance-based awards paid assuming performance achievement at target (100%), and if you are so paid in full in accordance with the foregoing, you will not be entitled to any other severance benefits (including cash severance benefits under your Employment Agreement).

As an additional inducement to provide the waiver and in recognition of your contribution to the transactions contemplated by the Merger Agreement, subject to your continued employment with the Company through the consummation of the Merger, you will be entitled to receive a transaction bonus equal to $475,000, less applicable withholdings and deductions, paid in a single lump sum on or as soon as reasonably practicable following the consummation of the Merger.

Please sign below to indicate your agreement to the foregoing. Except as provided above, the terms of your Employment Agreement will remain in full force and effect, and your rights under your Employment Agreement will not be affected by the limited waiver set forth above. If the closing of the Merger does not occur for any reason, this letter agreement will be null and void ab initio.

	Sincerely,

	OVERSEAS SHIPHOLDING GROUP, INC.

	By:	/s/ Susan Allan
	Name:	Susan Allan
	Title:	Vice President, General Counsel and Corporate Secretary

	SALTCHUK RESOURCES, INC.

	By:	/s/ Colleen Rosas
	Name:	Colleen Rosas
	Title:	SVP, Human Resources

ACCEPTED AND AGREED:

By:	/s/ Samuel H. Norton
Name:	Samuel H. Norton
Date:	May 19, 2024

[Signature Page – Good Reason Waiver]

Exhibit (d)(3)

Execution Version

OVERSEAS SHIPHOLDING GROUP, INC.

May 19, 2024

Patrick J. O’Halloran

302 Knights Run Avenue

Suite 1200

Tampa, FL 33602

RE:

Employment Terms

Dear Mr. O’Halloran:

As an inducement for you to provide the waiver described above, Saltchuk agrees to the following:

●

As an additional inducement to provide the waiver and in recognition of your contribution to the transactions contemplated by the Merger Agreement, subject to your continued employment with the Company through the consummation of the Merger, you will be entitled to receive a transaction bonus equal to $125,000, less applicable withholdings and deductions, paid in a single lump sum on or as soon as reasonably practicable following the consummation of the Merger.

	Sincerely,

	OVERSEAS SHIPHOLDING GROUP, INC.

	By:	/s/ Samuel H. Norton
	Name:	Samuel H. Norton
	Title:	Chief Executive Officer and President

	SALTCHUK RESOURCES, INC.

	By:	/s/ Colleen Rosas
	Name:	Colleen Rosas
	Title:	SVP, Human Resources

ACCEPTED AND AGREED:

By:	/s/ Patrick J. O’Halloran
Name:	Patrick J. O’Halloran
Date:	May 19, 2024

[Signature Page – Good Reason Waiver]

Exhibit (d)(4)

Execution Version

OVERSEAS SHIPHOLDING GROUP, INC.

May 19, 2024

Damon M. Mote

302 Knights Run Avenue

Suite 1200

Tampa, FL 33602

RE:

Employment Terms

Dear Mr. Mote:

As an inducement for you to provide the waiver described above, Saltchuk agrees to the following:

●

As an additional inducement to provide the waiver and in recognition of your contribution to the transactions contemplated by the Merger Agreement, subject to your continued employment with the Company through the consummation of the Merger, you will be entitled to receive a transaction bonus equal to $125,000, less applicable withholdings and deductions, paid in a single lump sum on or as soon as reasonably practicable following the consummation of the Merger.

	Sincerely,

	OVERSEAS SHIPHOLDING GROUP, INC.

	By:	/s/ Samuel H. Norton
	Name:	Samuel H. Norton
	Title:	Chief Executive Officer and President

	SALTCHUK RESOURCES, INC.

	By:	/s/ Colleen Rosas
	Name:	Colleen Rosas
	Title:	SVP, Human Resources

ACCEPTED AND AGREED:

By:	/s/ Damon M. Mote
Name:	Damon M. Mote
Date:	May 19, 2024

[Signature Page – Good Reason Waiver]

Exhibit (d)(5)

Execution Version

OVERSEAS SHIPHOLDING GROUP, INC.

May 19, 2024

Susan Allan

302 Knights Run Avenue

Suite 1200

Tampa, FL 33602

RE:

Employment Terms

Dear Ms. Allan:

As an inducement for you to provide the waiver described above, Saltchuk agrees to the following:

●

As an additional inducement to provide the waiver and in recognition of your contribution to the transactions contemplated by the Merger Agreement, subject to your continued employment with the Company through the consummation of the Merger, you will be entitled to receive a transaction bonus equal to $125,000, less applicable withholdings and deductions, paid in a single lump sum on or as soon as reasonably practicable following the consummation of the Merger.

	Sincerely,

	OVERSEAS SHIPHOLDING GROUP, INC.

	By:	/s/ Samuel H. Norton
	Name:	Samuel H. Norton
	Title:	Chief Executive Officer and President

	SALTCHUK RESOURCES, INC.

	By:	/s/ Colleen Rosas
	Name:	Colleen Rosas
	Title:	SVP, Human Resources

ACCEPTED AND AGREED:

By:	/s/ Susan Allan
Name:	Susan Allan
Date:	May 19, 2024

[Signature Page – Good Reason Waiver]

Exhibit (d)(6)

Execution Version

OVERSEAS SHIPHOLDING GROUP, INC.

May 19, 2024

Richard Trueblood

302 Knights Run Avenue

Suite 1200

Tampa, FL 33602

RE:

Transaction Bonus

Dear Dick:

As you know, Overseas Shipholding Group, Inc. (“OSG”), is contemplating entering into an Agreement and Plan of Merger (the “Merger Agreement”) with Saltchuk Resources, Inc. (“Saltchuk”), and a wholly owned subsidiary of Saltchuk (“Saltchuk Subsidiary”), whereby Saltchuk will acquire all of the outstanding equity securities of OSG by means of a tender offer by the Saltchuk Subsidiary followed by a merger of the Saltchuk Subsidiary with and into OSG (the “Merger”).

In recognition of your contribution to the transactions contemplated by the Merger Agreement, subject to your continued employment with the OSG through the consummation of the Merger, you will be entitled to receive a transaction bonus equal to $150,000, less applicable withholdings and deductions, paid in a single lump sum on or as soon as reasonably practicable following the consummation of the Merger.

For the avoidance of doubt, nothing in this letter agreement modifies your entitlements under the Merger Agreement, including your entitlements as a holder of Shares or Company Equity Awards (each, as defined in the Merger Agreement). Following the closing of the Merger, the terms of your employment agreement with OSG, dated as of November 30, 2017, including those terms relating to your severance entitlements upon a future employment termination, will remain in full force and effect.

Please sign below to indicate your agreement to the foregoing. If the consummation of the Merger does not occur for any reason, this letter agreement will be null and void ab initio.

	Sincerely,

	OVERSEAS SHIPHOLDING GROUP, INC.

	By:	/s/ Samuel H. Norton
	Name:	Samuel H. Norton
	Title:	Chief Executive Officer and President

ACCEPTED AND AGREED:

By:	/s/ Richard Trueblood
Name:	Richard Trueblood
Date:	May 19, 2024

Exhibit (d)(7)

NON-DISCLOSURE AGREEMENT

THIS NON-DISCLOSURE AGREEMENT (this “Agreement”) is made as of February 27, 2024 (the “Effective Date”) by and between Overseas Shipholding Group, Inc. (together with its direct and indirect subsidiaries, the “Company”) and Saltchuk Resources, Inc. (“Recipient”). For the purposes of this Agreement, each of Recipient and the Company are sometimes referred to as a “Party” and together, the “Parties”.

BACKGROUND

The Parties are prepared to engage in discussions with respect to a potential transaction involving the Company and Recipient or an Affiliate thereof (the “Transaction”), and during the course of such discussions the Company may disclose and make available to Recipient certain information.

NOW, THEREFORE, in consideration of the foregoing, and as a condition to the exchange of Confidential Information, the Parties agree as follows:

1. Definitions.

(a) “Affiliate” means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Person specified. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

(b) “Confidential Information” means all information, data, documents, agreements, files, and other materials (in any form or medium of communication, including whether disclosed orally or disclosed or stored in written, electronic, or other form or media) that is obtained from or disclosed by or on behalf of the Company or its Representatives, and obtained on or after the Effective Date, relating directly or indirectly to the Company or its businesses, affairs, assets, properties, or prospects, including, without limitation, all notes, analyses, compilations, reports, forecasts, data, studies, samples, interpretations, summaries, and other documents and materials (in any form or medium of communication, whether oral, written, electronic, or other form or media) prepared by or for Recipient to the extent that they contain or otherwise reflect or are derived from or based on such information, data, documents, agreements, files, or other materials. The term “Confidential Information” does not include information that: (i) at the time of disclosure is or thereafter becomes available to and known by the public (other than as a result of its disclosure directly or indirectly by Recipient or any of its Representatives in violation of this Agreement); (ii) was available to Recipient on a non-confidential basis from a source other than the Company or its Representatives, provided that, to Recipient’s knowledge after due inquiry, such source is not and was not bound by a confidentiality agreement with respect to such information or otherwise prohibited from transmitting such information by a contractual, legal, or fiduciary obligation; (iii) was or is already in the possession of Recipient or any of its Representatives prior to the time of disclosure by the Company, as shown by Recipient’s or such Representatives’ files and records and such information was not obtained, to Recipient’s knowledge after due inquiry, in violation of any obligation of confidentiality with respect to such information; or (iv) is independently developed by Recipient without reference to the Confidential Information and without violating any of its obligations under this Agreement, as shown by Recipient’s or such Representatives’ files and records.

Page 2

(c) “Person” means any individual, corporation, limited or general partnership, limited liability company, limited liability partnership, trust, association, joint venture, governmental entity, or other entity.

(d) “Representatives” means, as to any Person, (a) such Person’s Affiliates and its and their directors, officers, employees, managing members, general partners, agents and consultants (including attorneys, financial advisors, and accountants) or (b) any actual or potential sources of debt or equity financing of such Person approved in writing by the Company (which approval shall not be unreasonably withheld, conditioned or delayed).

Other terms not specifically defined in this Section 1 shall have the meanings given to them elsewhere in this Agreement.

2. Non-Disclosure of Confidential Information.

(a) Recipient shall (i) use the Confidential Information furnished to or prepared by it solely for the purpose of evaluating, negotiating, financing, documenting and/or effectuating the Transaction and for no competitive or other purpose; (ii) not disclose the Confidential Information furnished to or prepared by it to any third party, except for disclosures to its Representatives, who in each case, in Recipient’s reasonable judgment, have a bona fide need to know such information for the purpose of evaluating, negotiating, financing, documenting and/or effectuating the Transaction; (iii) inform its Representatives of the confidential nature of the Confidential Information furnished to or prepared by it and direct its Representatives to treat such Confidential Information confidentially and subject to the same obligations as are applicable to Recipient in respect of such Confidential Information, provided, however, that the requirement in this subclause (iii) regarding informing the Representatives shall not apply to Recipient’s attorneys; (iv) take such additional commercially reasonable precautions to prevent the disclosure of the Confidential Information furnished to or prepared by its Representatives to any third party or its use by its Representatives for any purpose other than evaluating, negotiating, financing, documenting and/or effectuating the Transaction; and (v) be responsible for any breach of this Agreement by its Representatives unless any such Representative enters into a non-disclosure agreement with the Company.

(b) In the event that Recipient or any of its Representatives is requested (by interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information furnished to or prepared by it, Recipient shall provide the Company, to the extent permitted by applicable law, rule or regulation, with prompt notice of such request so that the Company, at the Company’s expense, may seek an appropriate protective order, and Recipient shall provide all commercially reasonable assistance to the Company in its reasonable efforts to do so (at the expense of the Company). Recipient and its Representatives may disclose without liability under this Agreement only that portion of the Confidential Information that it is advised by counsel is legally required to be disclosed; provided that, to the extent permitted by applicable law, rule or regulation, Recipient gives the Company written notice of the Confidential Information to be disclosed as far in advance of its disclosure as is reasonably practicable and, upon the Company’s request and at the Company’s expense, uses reasonable efforts to cooperate with the Company to obtain assurances that confidential treatment will be accorded to such Confidential Information, provided, however, that disclosure of Confidential Information may be made in the course of inspections, examinations or inquiries by federal or state governmental authorities or other regulatory agencies and self-regulatory organizations with regulatory authority over Recipient or the Representative(s) that have requested or required the inspection of records that contain such Confidential Information without notice to the Company.

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(c) Recipient acknowledges that the Confidential Information of the Company is and remains the property of the Company. In no event shall Recipient be deemed, by virtue of this Agreement, to have acquired any right or interest of any kind or nature whatsoever, in or to, the Confidential Information of the Company. Each of the Parties acknowledges that certain of the Confidential Information of the Company may be information to which attorney-client privilege and/or work product privilege attaches and agrees that access to such Confidential Information is being provided solely for the purposes set out in this Agreement and that such access is not intended, and shall not constitute, a waiver of any privilege or any right to assert or claim privilege. The Parties understand and agree that they have a commonality of interest with respect to such matters and it is their desire, intention, and mutual understanding that the sharing of such material or other information is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or information or its continued protection under the attorney-client privilege, work product doctrine, or other applicable privilege or doctrine as a result of disclosing any Confidential Information (including Confidential Information related to pending or threatened litigation) to Recipient or any of its Representatives. To the extent that there is any waiver of privilege, it is intended to be a limited waiver in respect of Recipient solely for the purpose, and on the terms and conditions, set out in this Agreement.

(d) The Parties acknowledge that it may be necessary for the Parties to enter into a customary Clean Team Agreement in connection with the sharing of Confidential Information that is competitively sensitive.

3. Non-Disclosure of Negotiations or Agreements. Recipient shall not disclose to any Person, except for its Representatives, the status or terms of any discussions, negotiations or agreements concerning the Transaction, including without limitation this Agreement and any offer, letter of intent, proposal, price, value or valuation, or any similar terms, agreements or understandings between the Company and Recipient with respect thereto, without obtaining the prior written consent of the Company, all such information being deemed Confidential Information. Notwithstanding the foregoing, (a) Recipient or its Representatives may publicly disclose information regarding the Transaction to the extent such Person is advised by its counsel that such disclosure must be made in order to comply with applicable laws, the rules of a regulatory agency or self-regulatory organization (including a stock exchange) or a subpoena, civil investigative demand, regulatory demand or similar process by which such party is bound; and (b) subject to the terms of this Agreement, including Section 5, Recipient may disclose the status or terms of discussions, negotiations or agreements concerning the Transaction in order to comply with Recipient’s obligations under Section 13(d) of the Exchange Act and the rules and regulations thereunder. In the event of a disclosure in accordance with clause (a) of the preceding sentence, Recipient shall comply with the provisions of Section 2(b), use reasonable efforts to minimize the disclosure of information regarding the Transaction, and give the Company reasonable advance notice, to the extent permitted by applicable law, rule or regulation, of such planned disclosure, with a copy of the proposed text of the disclosure.

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4. Return or Destruction of Confidential Information. Recipient agrees that, if it determines not to pursue the Transaction, it will promptly notify the Company of such determination. At the time of such notice or, at any earlier time and upon the written request of the Company, Recipient shall promptly (a) return or destroy such Confidential Information and shall not retain any copies or other reproductions or extracts thereof, and (b) destroy or have destroyed all memoranda, notes, reports, analyses, compilations, studies, interpretations, or other documents containing or reflecting any such Confidential Information, and all copies and other reproductions and extracts thereof. Upon written request by the Company, Recipient shall promptly provide written confirmation to the Company confirming that the foregoing materials have, in fact, been destroyed or returned, and which shall be signed by an authorized signatory of Recipient. Notwithstanding the foregoing, (x) the obligation to return or destroy Confidential Information shall not cover Confidential Information maintained on routine computer system backup tapes, disks or other backup storage devices or is maintained (whether in physical or electronic form) in accordance with applicable law or Recipient’s document retention policies or that is otherwise not capable of deletion or destruction, and (y) Recipient’s Representatives may retain copies of the Confidential Information to the extent necessary to comply with policies and procedures implemented by such Representatives which are necessary to comply with law, regulation or professional standards. All Confidential Information that is retained in accordance with the immediately foregoing sentence shall remain subject to this Agreement for as long as such Confidential Information is so retained. Notwithstanding the return or destruction of the Confidential Information, Recipient and its Representatives shall continue to be bound by the confidentiality and other obligations in accordance with the terms of this Agreement.

5. Standstill Agreement.

5.1 Unless approved in advance by the Board of Directors of the Company in writing, the Recipient agrees that neither it nor any of its Affiliates will, for a period of twelve (12) months after the date hereof (such period, the “Standstill Period”):

(a) (1) effect, offer, or propose to effect or offer (i) any tender or exchange offer, merger or other business combination involving the Company or any of its subsidiaries; (ii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its subsidiaries; or (iii) any “solicitation” of “proxies” or shareholder “consents” (as such terms are defined or used in Regulation 14A under the Securities Exchange Act of 1934 (as amended and restated, the “Exchange Act”)) with respect to any shares or other securities of the Company or become a “participant” in any “election contest” or other proxy contest (as such terms are defined or used in Rule 14a-11 under the Exchange Act) with respect to the Company; (2) form, join or in any way participate in a “group” (as defined under the Exchange Act) with respect to the Company or the acquisition or voting of any of the Company’s voting shares (other than a group consisting solely of Recipient and its Affiliates); (3) initiate, or propose any shareholder proposals for submission to a vote or written consent of the Company’s shareholders or propose any Person for election to or seek representation on the Company’s Board of Directors; (4) otherwise act, alone or in concert with others, to seek to control the management, Board of Directors or policies of the Company; (5) take any action which might force the Company to make a public announcement regarding the matters set forth in clauses (a)(1) through (4) above or in Section 5.1(b); or (6) enter into any discussions, arrangements or agreements with any third party, other than its financial, legal or other advisors, with respect to any of the foregoing or the matters set forth in Section 5.1(b); or

(b) acquire (or propose or agree to acquire) ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) or control of, by purchase or otherwise, any loans, debt securities or equity securities of the Company or any of its subsidiaries, or rights or options to acquire interests in any of the Company’s loans, debt securities, equity securities, or assets, except to the extent resulting exclusively from actions taken by the Company; or

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(c) publicly make or announce, or otherwise publicly disclose an intent to propose, any demand, request or proposal to amend, waive or terminate any provision of this Agreement, including requesting a waiver or modification of this Section 5.1.

5.2 Notwithstanding anything to the contrary in Section 5.1, Recipient may submit to the Company one or more offers, proposals or indications of interest related to a Transaction between Recipient or its Affiliates and the Company; provided that each submission is made solely to the Company’s Board of Directors or senior management team on a confidential basis and in a manner that would not reasonably be expected to require the Company to make public disclosure of such offer, proposal or indication of interest as reasonably determined by the Company.

5.3 Notwithstanding the foregoing provisions of Section 5.1, the Standstill Period shall expire immediately if (1) the Company enters into a definitive agreement with any Person(s) other than Recipient or its Affiliates or any group containing Recipient or its Affiliates (a “Third Party”), which definitive agreement provides for (a) a tender or exchange offer to acquire directly or indirectly common stock under circumstances such that, immediately after such acquisition, such Third Party would beneficially own more than a majority of the voting power of the outstanding equity securities of the Company or (b) a merger, consolidation or other business combination that would result in the Company’s stockholders immediately prior to the consummation of such transaction owning less than a majority of the voting power of the outstanding equity securities of the resulting entity (and in the ultimate parent company of such resulting company) immediately following consummation of such transaction; or (2) a tender or exchange offer is made for the common stock of the Company which, if consummated, would result in a Third Party beneficially owning more than a majority of the voting power of the outstanding equity securities of the Company and the Board of Directors of the Company either accepts such offer or fails to recommend that its shareholders reject such offer within ten business days from the date of commencement of such offer.

6. Non-Solicitation. In consideration of the Confidential Information being furnished, Recipient agrees that, for a period of twelve (12) months from the date hereof, neither the Recipient nor any of its Affiliates will, directly or indirectly, solicit for employment, or hire, any of the current officers or employees of the Company or any of its subsidiaries, without obtaining the prior written consent of the Company; provided, that, notwithstanding the foregoing, nothing herein shall restrict or preclude Recipient’s or its Affiliates’ right to solicit for employment, or hire any such person (a) who contacts Recipient or its Affiliate as a result of generalized searches for employees by use of advertisements in any medium, (b) who is referred to Recipient or its Affiliate through any recruiting firm that does not specifically target or is not directed to specifically target the Company’s or any of its subsidiary’s employees or (c) who ceases to be employed by the Company or any of its subsidiaries at least six (6) months prior to such solicitation for employment or hiring.

7. No Contact. Neither the Recipient nor any of its Affiliates will, directly or indirectly, initiate contact or discussions with any Persons known by Recipient or any of its Affiliates to be an employee, customer or supplier of the Company or any of its subsidiaries in any way regarding the Company or the Transaction without obtaining the prior written consent of the Company, except that Recipient and its Affiliates shall not be prohibited from any contacts made in the ordinary course of business and which do not in any way reference the Transaction; provided, however, that the foregoing will not prohibit Recipient or any of its Affiliates from conducting general market research on a “no names” basis; provided, that Recipient and its Affiliates do not reveal the Confidential Information, the fact that Recipient received the Confidential Information, the fact that Recipient is considering the Transaction (other than as publicly disclosed in connection with Recipient’s obligations under Section 13(d) of the Exchange Act and the rules and regulations thereunder), or any terms or conditions with respect to the Transaction that have not been publicly disclosed.

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8. Securities Law Compliance. Recipient hereby acknowledges that it is aware that the United States securities laws prohibit any Person who is in possession of material, non-public information concerning an issuer with respect to matters that are of the nature of those covered by this Agreement from purchasing or selling securities of such issuer or from communicating such information to any other Person under circumstances in which it is reasonably foreseeable that such Person may purchase or sell such securities. Recipient agrees that it and its Affiliates will not, and Recipient will instruct its Representatives not to, trade in the Company’s securities while in possession of material nonpublic information or at all until the Recipient, such Affiliates and such Representatives can do so in compliance with all applicable laws and without breach of this Agreement.

9. No Representations or Warranties. Nothing in this Agreement shall be deemed to be a representation or warranty by the Company or its Representatives about any Confidential Information. Recipient acknowledges and agrees that neither the Company nor any of its Representatives has made any representation or warranty, express or implied, as to the accuracy and completeness of any Confidential Information provided by it or its Representatives. Any such representations and warranties shall only be made in a definitive agreement that is duly executed and delivered by the Parties (or their Affiliates) relating to a Transaction.

10. No Agreement. Except as may be set forth in a definitive agreement for a Transaction, the Company has the absolute right to determine what information, properties and personnel it wishes to make available to Recipient and its Representatives. Unless a definitive agreement regarding a Transaction has been executed and delivered by the Parties, neither Party, nor any of their stockholders, Affiliates or Representatives, shall be under any legal obligation of any kind whatsoever with respect to such a Transaction by virtue of this Agreement except as expressly set forth in this Agreement. The Parties further acknowledge and agree that each Party reserves the right, in its sole discretion, to reject any and all proposals made by the other Party or any of its Representatives with regard to a Transaction, and to suspend or terminate discussions and negotiations with the other Party at any time.

11. Negotiated Agreement. The Parties each acknowledge that this Agreement was negotiated by sophisticated parties at arms’ length and this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted.

12. Remedies. It is understood and agreed that money damages will not be a sufficient remedy for any breach of this Agreement by Recipient or its Representatives and that the Company shall be entitled to equitable relief, including specific performance and injunction, as a remedy for any such breach or threatened breach. Recipient agrees to waive, and to use its commercially reasonable efforts to cause its directors, officers, employees or agents to waive, any requirement for the securing or posting of any bond or other security in connection with such remedy. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement by Recipient or its Representatives, but shall be in addition to all other remedies available at law or in equity to the Company including remedies pursuant to applicable laws relating to trade secrets.

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13. Governing Law; Jurisdiction; Venue. This Agreement is for the benefit of each of the Parties and is governed by the laws of the State of Delaware without regard to any conflict of laws principles thereof. Any action brought in connection with this Agreement shall be brought in the Delaware Court of Chancery located in County of Wilmington in the State of Delaware, and the Parties hereby irrevocably consent to the jurisdiction of such courts and waive any objections as to venue or inconvenient forum. EACH OF THE PARTIES HERETO IRREVOCABLY AGREES TO WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) RELATED TO OR ARISING OUT OF THIS AGREEMENT.

14. Assignment. This Agreement may not be assigned by either Party without the prior written consent of the other Party. This Agreement shall be binding on the successors and permitted assigns of each Party.

15. Entire Agreement; No Waiver. This Agreement sets forth the entire agreement between the Parties as to the subject matter hereof and supersedes all prior written and oral agreements between the Parties regarding such subject matter. No failure or delay by a Party in exercising any right, power or privilege under this Agreement shall operate as a waiver, nor shall any single or partial exercise preclude any other or further exercise, or the exercise of any other right, power or privilege under this Agreement.

16. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all such counterparts together shall constitute but one and the same Agreement. Signatures to this Agreement transmitted by facsimile transmission, by electronic mail in PDF form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing the original signature.

17. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, such provision will be deemed limited by construction in scope and effect to the minimum extent necessary to render it valid and enforceable and, in the event no such limiting construction is possible, the invalid or unenforceable provision will be deemed severed from this Agreement without affecting the validity of any other term or provision.

18. Modifications. No provision of this Agreement may be waived, amended or otherwise modified except by a writing signed by the Parties.

19. Term. Except as otherwise provided herein, the obligations of the Parties under this Agreement shall terminate 18 months from the date hereof (the “Termination Date”); provided that the provisions of Sections 8 through 20, shall survive the Termination Date.

20. Notices. All notices hereunder shall be deemed given if in writing and delivered by facsimile, courier, electronic mail or by registered or certified mail (return receipt requested) to the Parties and their respective addresses, email addresses and facsimile numbers (or at such other addresses, email addresses or facsimile numbers as shall be specified by like notice) set forth on the signature page(s) to this Agreement. Any notice given by delivery, mail (including electronic mail) or courier shall be effective when received. Any notice given by facsimile shall be effective upon oral or machine confirmation of transmission.

[Intentionally left blank]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

	Overseas Shipholding Group, Inc., on its behalf and on behalf of its direct and indirect subsidiaries

	By:	/s/ Susan Allan
	Name:	Susan Allan
	Title:	VP, General Counsel and Corporate Secretary

	Address for Notices:

	302 Knights Run Avenue
	Suite 1200
	Tampa, Florida 33602

	Saltchuk Resources, Inc., on its behalf and on behalf of its affiliates and any successor thereto

	By:	/s/ David Stewart
	Name:	David Stewart
	Title:	SVP, General Counsel

	Address for Notices:

	450 Alaskan Way South, Ste 708
	Seattle, WA 98104
	Attention:	General Counsel

Exhibit 107

Calculation of Filing Fee Tables

Schedule TO
(Form Type)

OVERSEAS SHIPHOLDING GROUP, INC.

(Name of Subject Company (Issuer))

SEAHAWK MERGECO., INC.
(Name of Filing Person - Offeror)
a wholly-owned subsidiary of

SALTCHUK RESOURCES, INC.
(Name of Filing Person - Parent of Offeror)

Table 1 - Transaction Value

	Transaction Valuation			Fee rate		Amount of Filing Fee
Fees to Be Paid	$	524,133,077.35	(1)		.0001476	$	77,362.04	(2)
Fees Previously Paid	$	-				$	-
Total Transaction Valuation	$	524,133,077.35
Total Fees Due for Filing						$	77,362.04
Total Fees Previously Paid						$	-
Total Fee Offsets						$	-
Net Fee Due						$	77,362.04

(1)

Estimated solely for the purpose of calculating the filing fee. The transaction value was calculated by adding (a) the product of (i) $8.50 (the “Offer Price”) and (ii) 60,138,045 shares (including shares underlying restricted stock units) of common stock of Overseas Shipholding Group, Inc. (the “Company”) (each a “Share”), calculated as the difference between 75,341,599, the total number of outstanding Shares (including shares underlying restricted stock units), and 15,203,554, the number of Shares beneficially owned by Saltchuk Resources, Inc. as of June 6, 2024; (b) the product of (a) the difference between (1) the Offer Price and (2) an exercise price of $2.65 (the weighted-average exercise price of the in-the-money outstanding options) and (b) in-the-money stock options representing the right to purchase an aggregate of 1,478,756 Shares; and (c) the product of 507,535 shares of common stock underlying outstanding warrants, and $8.49, which is the difference between the Offer Price and the weighted average exercise price of $0.01 per share of the underlying outstanding warrants. The calculation of the transaction value is based on information provided by the Company as of June 6, 2024.

(2)	The amount of the filing fee was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for fiscal year 2024 beginning on October 1, 2023, issued August 25, 2023, by multiplying the transaction value by 0.00014760.