On December 29, 2023, Lands? End, Inc. entered into a term loan credit agreement by and among the company, Blue Torch Finance LLC., as Administrative Agent and Collateral Agent and the other lender parties thereto (the Term Loan Credit Agreement) which provides the company a term loan of $260 million (the New Term Loan Facility), the proceeds of which were used to (i) repay all the indebtedness under the Term Loan Credit Agreement, dated as of September 9, 2020, by and among the company, the guarantors party thereto, Fortress Credit Corp. (as administrative agent and collateral agent) and the lenders party thereto (the Prior Term Loan Facility), and (ii) pay fees and expenses in connection with the financing.

Maturity; Amortization and Prepayments: The New Term Loan Facility will mature on December 29, 2028, will amortize at a rate equal to 1.25% per quarter, and is subject to mandatory prepayments in an amount equal to a percentage of the company?s excess cash flows in each fiscal year, ranging from 75% to 0% depending on the company?s total leverage ratio, and with the proceeds of certain asset sales, casualty events and extraordinary receipts. Voluntary prepayment and certain mandatory prepayments made (i) on or before December 29, 2024 would result in a prepayment premium equal to 3% of the principal amount of the loan prepaid plus a yield maintenance fee, (ii) between December 30, 2024 and December 29, 2025 would result in a prepayment premium equal to 2% of the principal amount of the loan prepaid, (iii) between December 30, 2025 and December 29, 2026, would result in a prepayment premium equal to 1% of the principal amount of the loan prepaid, (iv) between December 30, 2026 and December 29, 2027, would result in a prepayment premium equal to 0.5% of the principal amount of the loan prepaid and (v) thereafter no prepayment premium is due. Guarantees; Security: Pursuant to a Guaranty and Security Agreement, dated December 29, 2023, by the Company, the other grantors party thereto, and Blue Torch Finance LLC, as Agent (the Guaranty and Security Agreement), all obligations under the New Term Loan Facility shall be guaranteed by the Company and, subject to certain exceptions, each of its existing and future direct and indirect subsidiaries.

The New Term Loan Facility is secured by a first priority security interest in certain property and assets of the Company, including certain fixed assets such as real estate, stock of subsidiaries and intellectual property, in each case, subject to certain exceptions. As a result of the New Term Loan Facility and related agreements, lenders have a second priority security interest in certain working capital of the Company consisting primarily of accounts receivable and inventory, with certain exceptions. Interest; Fees: The interest rates per annum applicable to the loans under the New Term Loan Facility are based on a fluctuating rate of interest equal to, at the Company?s election, either (1) an adjusted term Secured Overnight Financing Rate (SOFR) (subject to a 2% floor) plus an applicable margin, or (2) an alternative base rate plus an applicable margin.

The applicable margin is based on the Company?s net leverage and will be, (i) for adjusted term SOFR loans, 8.25% per annum if the total leverage ratio is greater than or equal to 2.75:1.00, 8.00% per annum if the total leverage ratio is less than 2.75:1.00 but greater than or equal to 2.25:1.00, and 7.75% per annum if the total leverage ratio is less than 2.25:1.00 and (ii) for base rate loans, 7.25% per annum if the total leverage ratio is greater than or equal to 2.75:1.00, 7.00% per annum if the total leverage ratio is less than 2.75:1.00 but greater than or equal to 2.25:1.00, and 6.75% per annum if the total leverage ratio is less than 2.25:1.00. In each case, the net leverage is determined as of the last day of each applicable measurement period.