Contract analysis

I. Purpose and Scope The purpose of this memorandum is to summarize the material terms of the existing credit facilities of Nexford Industrial Holdings Inc. ("Nexford" or the "Borrower") and to identify provisions relevant to the proposed $1,400,000,000 senior secured Term Loan B refinancing and dividend recapitalization transaction. This memorandum is intended to serve as a reference document for the deal team as we

II. Overview of the Existing Credit Facilities A. Parties Borrower. The Borrower under the Existing Credit Agreement is Nexford Industrial Holdings Inc., a corporation organized and existing under the laws of the State of Delaware, EIN 36-4178552, with its principal executive offices located at 1400 Industrial Parkway, Schaumburg, Illinois 60173. Nexford is a diversified industrial manufacturing company with operatio

III. Summary of the Four Amendments A. First Amendment — March 20, 2020 The First Amendment was executed on March 20, 2020, approximately nine months after the original closing of the Existing Credit Agreement. The timing of this amendment — in the initial weeks of the COVID-19 pandemic and associated economic disruptions — strongly suggests that it was negotiated in response to the uncertainty in the industrial manu

IV. Prepayment Provisions A. Voluntary Prepayment The Existing Credit Agreement contains customary provisions permitting the Borrower to voluntarily prepay outstanding term loans and revolving borrowings, subject to the following conditions and limitations: (i) Minimum Prepayment Amounts and Notice Periods. Voluntary prepayments of term loans and revolving loans are subject to customary minimum prepayment amounts (ty

V. Change of Control Provisions A. Existing Change of Control Trigger The Existing Credit Agreement contains a change of control provision that, upon the occurrence of a "Change of Control" (as defined), grants the Administrative Agent, at the direction of the Required Lenders, the right to declare all outstanding obligations under the Existing Credit Agreement immediately due and payable and to terminate the revolvi

VI. Restricted Payment Provisions A. General Framework The Existing Credit Agreement contains a negative covenant restricting the ability of the Borrower and the Guarantors to make "Restricted Payments," which is defined to include, among other things: (i) dividends and other distributions on equity interests; (ii) redemptions, repurchases, retirements, or other acquisitions of equity interests; (iii) payments of pri

VII. Financial Covenants A. Existing Financial Covenants The Existing Credit Agreement is expected to contain one or more maintenance financial covenants that are tested on a quarterly basis. Based on the facility vintage (June 2019), the facility structure (first lien term loan plus revolving credit facility), and the sponsor-backed leveraged buyout context, the Original Credit Agreement likely included the followin

VIII. Negative Covenants — Limitations on Indebtedness A. Permitted Indebtedness Under the Existing Credit Agreement The Existing Credit Agreement contains a customary negative covenant restricting the ability of the Borrower and the Guarantors to incur, create, assume, or permit to exist any indebtedness, except for specified categories of permitted indebtedness. The permitted indebtedness exceptions are expected to

IX. Security and Guarantee Package Under the Existing Credit Agreement A. Guarantors As noted in Section II.A above, the obligations of the Borrower under the Existing Credit Agreement are guaranteed by Holdings and each direct and indirect domestic subsidiary of the Borrower. The current guarantor group consists of the following entities: (a) Granite Peak NIH Holdings, LLC (Holdings); (b) Nexford Precision Component

X. Anti-Assignment and Consent Provisions The Existing Credit Agreement contains customary provisions governing the assignment and transfer of loans and commitments by the lenders. Under these provisions, lenders are generally permitted to assign their term loans and revolving commitments to other lenders, affiliates of lenders, and approved funds, without the consent of the Borrower. Assignments to non-lender/non-af

XI. Conditions Precedent to Repayment / Termination The Existing Credit Agreement should not impose substantive conditions on the Borrower's ability to make a voluntary prepayment in full and terminate the facilities. The conditions applicable to a voluntary prepayment are limited to procedural requirements, specifically: (a) Delivery of Prepayment Notice. The Borrower must deliver a prepayment notice to the Administ