Contract analysis

ARTICLE I — DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01 — Definitions As used in this Indenture, the following terms shall have the meanings specified below: "Affiliate" means, with respect to any specified Person, any other Person directly or indirectly controlling, controlled by, or under common control with such specified Person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlling," "controlled by," and

Section 1.02 — Other Definitions The following terms are defined in the Sections of this Indenture set forth below:

Section 1.03 — Incorporation by Reference of Trust Indenture Act Whenever this Indenture refers to a provision of the Trust Indenture Act of 1939, as amended (the "TIA"), the provision is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings: (a) "Commission" means the Securities and Exchange Commission. (b) "indenture securities" me

Section 1.04 — Rules of Construction Unless the context otherwise requires: (a) A term has the meaning assigned to it herein. (b) An accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP. (c) "Or" is not exclusive. (d) Words in the singular include the plural, and words in the plural include the singular. (e) "Will" shall be interpreted to express a command, as if the word "shal

Section 2.01 — Form and Dating (a) General. The Notes and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A hereto. The Notes may have notations, legends, or endorsements required by law, securities exchange rules, or usage. Each Note shall be dated the date of its authentication. (b) Global Form. The Notes shall be issued in registered, global form, without coupons. The Note

Section 2.02 — Execution, Authentication, and Delivery (a) The Notes shall be executed on behalf of the Issuer by the manual or facsimile signature of two Officers of the Issuer. The Issuer's seal, if any, shall be reproduced on the Notes and may be in facsimile form. (b) If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless

Section 2.03 — Registrar and Paying Agent (a) The Issuer shall maintain an office or agency in the City of New York where Notes may be presented for registration of transfer or for exchange (the "Registrar") and an office or agency where Notes may be presented for payment (the "Paying Agent"). The Registrar shall keep a register of the Notes and of their transfer and exchange. The Issuer may appoint one or more co-re

Section 2.04 — Paying Agent to Hold Money or Securities in Trust (a) The Issuer shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent will hold in trust, for the benefit of the Holders or the Trustee, all money and securities held by the Paying Agent for the payment of principal of, or interest on, the Notes, and will notify the Trustee of any default by the Issuer in maki

Section 2.05 — Holder Lists (a) The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders. If the Trustee is not the Registrar, the Issuer shall furnish to the Trustee at least seven (7) Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and

Section 2.06 — Transfer and Exchange (a) Transfer and Exchange Generally. When Notes are presented to the Registrar with a request to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange if its requirements for such transactions are met. To permit registrations of transfers and exchanges, the Is

Section 2.07 — Replacement Notes (a) If any mutilated Note is surrendered to the Trustee, the Issuer shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Note of like tenor and principal amount and bearing a number not contemporaneously outstanding. (b) If there is delivered to the Issuer and the Trustee (i) evidence to their satisfaction of the destruction, loss, or theft of any No

Section 2.08 — Outstanding Notes (a) The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those reductions in principal amount that have been reflected on the register as a result of partial redemption, and those described in this Section as not outstanding. (b) If a Note is replaced pursuant to Section 2.07, it ceas

Section 2.09 — Temporary Notes Pending the preparation of definitive Notes, the Issuer may execute, and upon its order the Trustee shall authenticate and deliver, temporary Notes that are printed, lithographed, typewritten, or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Notes in lieu of which they are issued and with such appropriate insertions, omissions, substitu

Section 2.10 — Cancellation (a) The Issuer at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange, payment, or redemption. The Trustee shall cancel all Notes surrendered for registration of transfer, exchange, payment, redemption, or cancellation and shall dispose of cancelled Notes

Section 2.11 — CUSIP / ISIN Numbers The Issuer may cause one or more CUSIP numbers or International Securities Identification Numbers (ISIN) to be printed on the Notes for the convenience of the Holders. No representation is made as to the accuracy of such numbers as printed on the Notes, and reliance may be placed only on the other identification numbers printed on the Notes. Any such CUSIP or ISIN number shall not

Section 3.01 — Interest Rate and Payment (a) The Notes shall bear interest at the rate of 10.0% per annum (the "Interest Rate") from the Issue Date (May 18, 2023) or from the most recent Interest Payment Date to which interest has been paid or duly provided for. (b) Interest on the Notes shall be payable entirely in kind ("PIK") on each Interest Payment Date, being June 30 and December 31 of each year, commencing on

Section 3.02 — PIK Interest Mechanics (a) On each Interest Payment Date, the principal amount of each Note outstanding shall be increased by the amount of accrued and unpaid interest thereon as of such Interest Payment Date, calculated at the Interest Rate (or the Default Rate, if applicable) on the basis of the 30/360 convention. The increased principal amount shall thereafter constitute the outstanding principal am

Section 3.03 — Default Interest (a) Upon the occurrence and during the continuance of any Event of Default under this Indenture, interest on the Notes shall accrue at the Default Rate of 12.0% per annum (being the Interest Rate of 10.0% plus 2.00%). (b) Default interest shall be payable in kind and shall be subject to the same PIK Interest mechanics set forth in Section 3.02. Accordingly, on each Interest Payment Dat

Section 3.04 — Interest Computation Interest on the Notes (including PIK Interest and Default Interest) shall be computed on the basis of a 360-day year of twelve 30-day months (the "30/360 convention"). In computing interest for any period, the first day of such period shall be included and the last day shall be excluded; provided, however, that the Maturity Date shall be included.

Section 4.01 — Optional Redemption (a) Non-Call Period. The Notes shall not be redeemable at the option of the Issuer prior to June 30, 2025 (the "Non-Call Period"). During the Non-Call Period, the Issuer may not optionally redeem the Notes, in whole or in part, for any reason. (b) Redemption After Non-Call Period. On and after June 30, 2025, the Issuer may redeem the Notes, in whole or in part, at its option, at the

Section 4.02 — Mandatory Redemption / Asset Sale Proceeds (a) Asset Sale Offers. Upon the consummation of any Asset Sale by the Issuer or any Subsidiary (including, without limitation, the disposition of vessels pursuant to the Vessel Disposition Undertaking), the net cash proceeds of such Asset Sale (after deduction of reasonable costs, fees, commissions, and expenses incurred in connection with such Asset Sale, and

Section 4.03 — Redemption Procedures (a) Notice of Redemption. If the Issuer elects to redeem Notes pursuant to Section 4.01 or is required to offer to redeem Notes pursuant to Section 4.02, the Issuer shall deliver (or cause to be delivered) to the Trustee and each Holder of Notes to be redeemed a notice of redemption (the "Redemption Notice") not less than fifteen (15) nor more than sixty (60) days prior to the app

Section 4.04 — No Sinking Fund The Notes are not entitled to the benefit of any sinking fund. The Issuer is not required to make any mandatory redemption or sinking fund payments with respect to the Notes, except as set forth in Section 4.02.

Section 5.01 — Payment of Notes The Issuer shall punctually pay, or cause to be paid, the PIK Interest on each Interest Payment Date (by increasing the aggregate principal amount of the outstanding Notes in accordance with Section 3.02) and the principal of the Notes on the Maturity Date of June 30, 2028, or upon any earlier date on which any Notes become due and payable by reason of redemption, acceleration, or othe

Section 5.02 — Maintenance of Office or Agency The Issuer shall maintain an office or agency in the City of New York where Notes may be presented for registration of transfer, exchange, or payment and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The initial office or agency of the Issuer for such purposes shall be the corporate trust office of the Trustee a

Section 5.03 — Reports and Financial Information (a) The Issuer shall furnish to the Trustee and each Holder the following reports and financial information: (i) Annual Financial Statements. Within one hundred twenty (120) days after the end of each fiscal year of the Issuer (with the first such delivery due within 120 days after December 31, 2023), audited consolidated financial statements of the Issuer and its Subs

Section 5.04 — Compliance Certificate On each date the Issuer delivers annual financial statements pursuant to Section 5.03(a)(i), the Issuer shall deliver to the Trustee and each Holder an Officers' Certificate stating (a) whether any Default or Event of Default has occurred during the period covered by such financial statements and, if so, specifying each such Default or Event of Default and the nature and status t

Section 5.05 — Limitation on Indebtedness (a) The Issuer shall not, and shall not permit any Subsidiary to, directly or indirectly, create, incur, assume, guarantee, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, except for the following (collectively, "Permitted Indebtedness"): (i) First Lien Debt under the First Lien Credit Agreement, including the Revolving Credit Fa