Contract analysis

I. Executive Summary The purpose of this memorandum is to present a comprehensive review and analysis of the commitment letter dated February 14, 2025 (anticipated execution date) from Crescent Harbor Bank, N.A. ("Crescent Harbor" or the "Commitment Party") to Nexford Industrial Holdings Inc. ("Nexford" or the "Borrower") committing to provide a $1,400,000,000 senior secured Term Loan B facility (the "Commitment Lett

II. Structure of the Commitment Letter A. Components. The Commitment Letter consists of the following principal components:

1. Commitment Letter (Main Body). The main body of the Commitment Letter sets forth the commitment of Crescent Harbor to provide the Term Loan B, establishes the roles of Crescent Harbor in the transaction, describes the syndication rights and process, and addresses the terms of engagement between the parties, including confidentiality, indemnification, expense reimbursement, exclusivity, and termination.

2. Exhibit A: Summary of Terms and Conditions (the "Term Sheet"). Exhibit A to the Commitment Letter is a detailed summary of the principal terms and conditions of the proposed Term Loan B facility. The Term Sheet addresses the economic terms, structural provisions, covenants, events of default, and other material provisions to be incorporated into the definitive Credit Agreement and ancillary documentation. The Term

3. Exhibit B: Conditions Precedent to Closing. Exhibit B to the Commitment Letter sets forth the conditions precedent that must be satisfied (or, where applicable, waived by Crescent Harbor) on or prior to the closing date in order for Crescent Harbor's commitment to fund the Term Loan B to become effective. The conditions precedent are analyzed in detail in Section IV of this memorandum.

4. Separate Fee Letter. The fee letter is a separate agreement between Crescent Harbor and Nexford that addresses the arrangement fee, market flex provisions, and related economic terms. The fee letter is not attached to or incorporated into the Commitment Letter as an exhibit. It is subject to enhanced confidentiality provisions and is being reviewed separately. Our analysis of the fee letter will be set forth in a

III. Commitment Amount and Facility Terms A. Commitment. Crescent Harbor commits to provide the full $1,400,000,000 principal amount of the Term Loan B facility. As noted above, Crescent Harbor will serve as sole lead left arranger and bookrunner, and will also act as administrative agent and collateral agent. This means that Crescent Harbor bears the entirety of the underwriting risk at the time of execution of the

IV. Conditions Precedent to Closing (Exhibit B) Exhibit B to the Commitment Letter sets forth the conditions precedent that must be satisfied or waived on or prior to the closing date. The conditions are organized below by category and analyzed for completeness, consistency, and potential issues. A. Documentation Conditions The following documentation conditions must be satisfied at or prior to closing:

1. Credit Agreement. Execution and delivery of the definitive Credit Agreement, which must be substantially consistent with the Term Sheet attached as Exhibit A and governed by the laws of the State of New York. The Credit Agreement is expected to be prepared and circulated in initial draft form by W&G on or about February 24, 2025. Our team will need to review and turn that draft promptly to maintain the transaction

2. Guarantee Agreement. Execution and delivery of the Guarantee Agreement by Holdings (Granite Peak NIH Holdings, LLC) and each Subsidiary Guarantor. There are currently eleven (11) Subsidiary Guarantors identified in the Commitment Letter: (i) Nexford Precision Components, Inc.; (ii) Nexford Engineered Systems, LLC; (iii) Nexford Coatings & Surface Technologies, Inc.; (iv) Nexford Manufacturing Services, LLC; (v) Ne

3. Security Agreement and Pledge Agreements. Execution and delivery of the Security Agreement and Pledge Agreements granting a first-priority security interest in substantially all assets of the Borrower and the Guarantors. The security package is described in greater detail in Section XI.I of this memorandum. 4. intellectual Property Security Agreement. Execution and delivery of a separate intellectual Property Secu

5. Holdings Pledge Agreement. Granite Peak NIH Holdings, LLC is required to pledge 100% of the equity interests in Nexford Industrial Holdings Inc. pursuant to a Holdings Pledge Agreement.

6. CFC Holdco Limited Pledge. Nexford International Holdings, Inc. (a domestic "CFC holdco" entity) is required to pledge 65% of the voting equity interests and 100% of the non-voting equity interests in Nexford Canada Holdings ULC, a Canadian unlimited liability company that constitutes a first-tier foreign subsidiary. This 65% voting / 100% non-voting limitation is standard under leveraged finance documentation to

7. Deposit Account and Securities Account Control Agreements. Execution and delivery of control agreements with respect to deposit accounts and securities accounts of the Borrower and the Guarantors. These control agreements are necessary to perfect the Administrative Agent's security interest in deposit accounts and securities accounts under Article 9 of the Uniform Commercial Code.

8. Intercreditor Agreement. Execution and delivery of a First Lien / Unsecured Intercreditor Agreement between Crescent Harbor Bank, N.A. (in its capacity as first lien collateral agent under the Term Loan B) and Pinnacle Trust Company (in its capacity as trustee under the Senior Unsecured Notes Indenture). This agreement will govern the relative rights and priorities of the first lien secured creditors and the unsec

1. Good Standing Certificates. Delivery of good standing certificates (or certificates of status or existence, as applicable) for all Loan Parties from the respective Secretaries of State (or equivalent filing authorities) in their jurisdictions of organization, dated within five (5) business days of the closing date.

2. Certified Organizational Documents. Delivery of certified copies of the organizational documents of all Loan Parties, including certificates of incorporation (for corporate entities), certificates of formation (for limited liability companies), bylaws (for corporate entities), and LLC agreements (for limited liability companies). These documents must be certified as of a recent date by the applicable Secretary of

3. Secretary's Certificates. Delivery of secretary's certificates (or equivalent officer's or manager's certificates) for the Borrower, Holdings, and each Subsidiary Guarantor, in each case certifying as to (i) incumbency and specimen signatures of officers or managers authorized to execute the loan documents, (ii) the resolutions adopted by the board of directors, managers, or members (as applicable) authorizing the

4. Board Resolutions of Nexford. The board of directors of Nexford adopted resolutions on January 13, 2025, authorizing the entry into the Term Loan B facility, the refinancing of the existing Atlas Meridian indebtedness, the dividend recapitalization, and the execution and delivery of all related documents. These resolutions should be reviewed to confirm their scope and sufficiency.

5. Manager/Member Resolutions of Holdings. The manager(s) or member(s) of Granite Peak NIH Holdings, LLC must adopt resolutions authorizing the execution and delivery of the guarantee, the equity pledge of Nexford equity interests, and the related loan documents.

6. Subsidiary Guarantor Resolutions. Each Subsidiary Guarantor must adopt resolutions of its board of directors or managers (as applicable) authorizing the execution and delivery of the guarantee, security agreement, and other ancillary loan documents. C. Financial / Diligence Conditions The following financial and diligence conditions must be satisfied at or prior to closing:

1. Audited Financial Statements. Delivery of audited consolidated financial statements of Nexford for the three most recently completed fiscal years: fiscal year 2022 (ended December 31, 2022), fiscal year 2023 (ended December 31, 2023), and fiscal year 2024 (ended December 31, 2024). These financial statements must include balance sheets, income statements, statements of cash flows, and accompanying notes, and must

2. Unaudited Interim Financial Statements. Delivery of unaudited interim consolidated financial statements for any fiscal quarter ended more than forty-five (45) days prior to the closing date. Assuming a March 28, 2025 closing date, this would require delivery of quarterly financial statements through the fiscal quarter ended December 31, 2024, if not already covered by the audited annual statements, as well as pote

3. Independent Auditor. The Borrower's independent auditor is Ashworth & Kendrick LLP (engagement partner: Helen Yamamoto, CPA), located at 200 South Michigan Avenue, Chicago, Illinois 60604. As discussed in Section XIV below, it is critical to confirm that the FY2024 audited financial statements will be completed and available well in advance of the March 28, 2025 target closing date.

4. LTM Adjusted EBITDA. The Commitment Letter references an LTM Adjusted EBITDA of $385,000,000 as of December 31, 2024. This figure consists of $357,000,000 in reported EBITDA plus $28,000,000 in permitted add-backs, as follows: • Acquisition-related costs: $12,000,000 • Non-recurring restructuring charges: $8,500,000 • Sponsor management fees: $4,500,000 • Integration costs: $3,000,000 • Total permitted add-backs:

5. Additional Financial Metrics. The Commitment Letter also references the following financial metrics for Nexford as of the LTM period ended December 31, 2024: revenue of $2,100,000,000; gross margin of 32.0%; and capital expenditures of $78,000,000.

6. Solvency Certificate. Michelle Kaplan, Chief Financial Officer of Nexford, is required to deliver a solvency certificate at closing certifying that Nexford and its subsidiaries, on a consolidated basis, are solvent after giving effect to the transactions contemplated by the Commitment Letter, including the Term Loan B, the refinancing, and the dividend recapitalization. The solvency certificate must certify that (

1. Calderwood & Harkness LLP Opinion. Our firm is required to deliver a legal opinion on behalf of the Borrower addressing (i) the due authorization, execution, and delivery of the loan documents by the Borrower and the Guarantors, (ii) the enforceability of the Credit Agreement and related loan documents under New York law, and (iii) the perfection of the security interests granted pursuant to the Security Agreement

2. Hargrove & Whitmore LLP Opinion (Illinois Local Counsel). Hargrove & Whitmore LLP (Robert Kimura) is engaged as Illinois local counsel to deliver a legal opinion addressing the enforceability of the loan documents under Illinois law and the perfection of security interests in assets located in or governed by the laws of the State of Illinois. This opinion will be particularly relevant in connection with the mortga

3. Briarcliff Legal Group PA Opinion (Delaware Local Counsel). Briarcliff Legal Group PA (Catherine Ellsworth) is engaged as Delaware local counsel to deliver a legal opinion addressing the organization, good standing, and authority of the Delaware-organized Loan Parties, including Nexford Industrial Holdings Inc. (Delaware corporation) and Granite Peak NIH Holdings, LLC (Delaware limited liability company). E. Colla

1. UCC-1 Financing Statements. Filing of UCC-1 Financing Statements naming each Loan Party as debtor and Crescent Harbor Bank, N.A. (as collateral agent) as secured party in all applicable jurisdictions. Based on the organizational and operational footprint of the Loan Parties, the following jurisdictions have been identified for UCC-1 filings: • Delaware Secretary of State (organizational state of Nexford, Holdings,

2. Collateral Appraisals. Collateral appraisals of the real property to be subject to mortgages have been completed by Greystone Valuation Services, Inc. (Daniel Pritchard, MAI), located at 1700 Market Street, Philadelphia, Pennsylvania 19103. The total appraised value of the four mortgaged properties is $193,000,000. The individual appraisals are as follows:

3. Post-Closing Mortgage Deliverables. The Commitment Letter permits the delivery of executed mortgages, title insurance, and related mortgage recordings as post-closing deliverables, with a deadline of thirty (30) days following the closing date. Based on the March 28, 2025 target closing date, the mortgage post-closing deadline would be April 27, 2025 (or, as the Commitment Letter specifies April 30, 2025, which ma

4. Title Insurance. Title insurance for the mortgaged properties is to be provided by Landmark Title Assurance Company. Title commitments should be ordered and reviewed promptly to identify any title exceptions or encumbrances that may require resolution prior to closing or during the post-closing period.

5. Phase I Environmental Site Assessments. Phase I Environmental Site Assessments for the mortgaged properties have been completed by Clearwater Environmental Sciences, Inc. (Dr. Nathan Foley, project manager). We understand that the Phase I reports have been delivered to Crescent Harbor's environmental counsel for review. Any recognized environmental conditions identified in the Phase I reports should be flagged for

1. Payoff Letter. Delivery of a payoff letter from Atlas Meridian Bank, N.A. (Sandra Vickers, Managing Director, Portfolio Management; 500 Liberty Avenue, Pittsburgh, Pennsylvania 15222) confirming the payoff amount of $879,375,000 for the existing first lien term loan. The payoff amount includes the outstanding principal balance of $875,000,000 plus approximately $4,375,000 in accrued and unpaid interest through the

2. Revolver Termination. Commitment by Nexford to terminate the existing $190,000,000 revolving credit facility with Atlas Meridian Bank, N.A. The revolving facility is currently undrawn ($0 outstanding), and accordingly no payoff of revolving loans is required. The termination of the revolving commitment will be effected concurrently with the closing of the Term Loan B.

3. Lien Releases and UCC-3 Terminations. Atlas Meridian is required to provide executed lien release documentation and authorization for the filing of UCC-3 termination statements with respect to all UCC-1 financing statements filed in connection with the existing credit facilities. These documents should be held in escrow and filed promptly upon closing and receipt of the payoff amount.

4. Existing Credit Agreement. The existing credit facilities are governed by that certain Credit Agreement dated as of June 14, 2019, by and among Nexford Industrial Holdings Inc., as borrower, Atlas Meridian Bank, N.A., as administrative agent, and the lenders party thereto, as amended by: • First Amendment, dated March 20, 2020; • Second Amendment, dated November 8, 2021; • Third Amendment, dated April 15, 2023; an

1. KYC Due Diligence. Completion of Know Your Customer due diligence on all Loan Parties. This includes the collection and verification of beneficial ownership information, identification documents, organizational documents, and other information required by Crescent Harbor's compliance department.

2. USA PATRIOT Act / BSA / FCPA. Compliance with the USA PATRIOT Act, the Foreign Corrupt Practices Act, and the Bank Secrecy Act. The Borrower must deliver certifications regarding its compliance with these laws and regulations.

3. OFAC / Sanctions. Confirmation that no Loan Party, director, officer, employee, or (to the knowledge of the Loan Parties) agent is a Sanctioned Person, and that no proceeds of the Term Loan B will be used in violation of sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury. These representations are standard and will be brought down at closing.

4. Borrower's Compliance Certificate. The Borrower is required to deliver a certificate at closing certifying the use of proceeds of the Term Loan B and compliance with applicable sanctions, anti-corruption, and anti-money laundering requirements. H. Rating Agency Conditions The Commitment Letter requires receipt of credit ratings from at least one nationally recognized rating agency prior to closing. The current sta

I. Insurance Conditions The Commitment Letter requires delivery of evidence of insurance programs satisfactory to the Administrative Agent. The relevant insurance contacts and carriers are as follows: Insurance Broker: Vantage Risk Advisors, LLC (Rachel Sorensen), 350 North Clark Street, Chicago, Illinois 60654. Property & Casualty Carrier: Continental Shield Underwriters, Inc. D&O Carrier: Meridian Specialty Insuran

1. No Material Adverse Effect. No event, circumstance, or condition shall have occurred since December 31, 2024, that has had, or could reasonably be expected to have, a Material Adverse Effect on the business, assets, financial condition, or results of operations of the Borrower and its subsidiaries, taken as a whole.

2. No Material Litigation. No litigation, proceedings, investigations, or similar actions shall exist that could reasonably be expected to have a Material Adverse Effect.

3. Representations and Warranties. All representations and warranties of the Borrower and the other Loan Parties contained in the Credit Agreement and the other loan documents shall be true and correct in all material respects (or, in the case of representations and warranties qualified by materiality, in all respects) as of the closing date.

4. No Default or Event of Default. No Default or Event of Default under the Credit Agreement shall have occurred and be continuing on the closing date, or would result from the making of the Term Loan B. L. Assessment of Conditions / Potential Issues Based on our review, we note the following observations and potential issues with respect to the conditions precedent:

1. Limited Conditionality. The conditions precedent are generally consistent with a "certain funds" or "limited conditionality" framework, but the Commitment Letter does not provide full certain funds protection to the Borrower. The conditionality provisions are limited to the accuracy of specified representations, the absence of a Material Adverse Effect, the absence of a default, and the delivery of closing documen

2. Post-Closing Carve-Out for Mortgages. The 30-day post-closing period for delivery of executed mortgages, title insurance, and related recordings (with a deadline of April 30, 2025) is favorable to the Borrower and is consistent with the February 10 markup of the term sheet. Some arranger precedents specify only 15 days for post-closing mortgage deliverables, so the 30-day period is a positive outcome for the Borro

3. KYC Timing. The KYC condition should be satisfied well in advance of closing. We recommend that Nexford's treasury and legal teams coordinate early delivery of all compliance documentation to Crescent Harbor's KYC and compliance departments to avoid any delays.

4. Audited Financial Statements. The condition requiring delivery of FY2024 audited financial statements (for the fiscal year ended December 31, 2024) is a critical path item. Given that the audit engagement partner is Helen Yamamoto of Ashworth & Kendrick LLP, we recommend that Nexford's CFO, Michelle Kaplan, and VP of Treasury, Priya Mehta, confirm with Ashworth & Kendrick that the audit will be completed and the a

V. Syndication Provisions A. Syndication Rights and Process The Commitment Letter grants Crescent Harbor sole discretion over all aspects of the syndication of the Term Loan B, including the selection of syndicate members, the allocation of commitments among syndicate members, and the assignment of titles and roles within the syndicate. This sole discretion is consistent with Crescent Harbor's role as sole lead left

1. Management Availability. Make senior management of Nexford available for bank meetings, lender presentations, and one-on-one meetings with prospective syndicate members. A bank meeting and lender presentation has been scheduled for February 27, 2025.

2. Financial Information. Provide financial information, including LTM financial data as of December 31, 2024, projections, and other information reasonably requested by Crescent Harbor in connection with the syndication process.

3. Rating Agency Presentations. Participate in presentations to the rating agencies. The rating agency presentations to Keystone Ratings Group, Inc. and Sentinel Credit Analytics, LLC were completed on February 19, 2025.

4. Confidential Information Memorandum. Provide information for and cooperate in the preparation of a confidential information memorandum (the "CIM") to be distributed to prospective syndicate members. The CIM is being prepared by Stonebridge Advisory Group, LLC (Andrew Castellano, Managing Director; 277 Park Avenue, New York, New York 10172) in coordination with Crescent Harbor.

5. Accuracy of Information. The Borrower is responsible for the accuracy of all information provided to Crescent Harbor and prospective syndicate members in connection with the syndication. The Borrower and the Sponsor are required to execute customary 10b-5 representation letters regarding the accuracy and completeness of the information contained in the CIM and other lender presentation materials. These syndication

VI. Market Flex Provisions The market flex provisions are primarily contained in the separate fee letter and are subject to enhanced confidentiality. This section summarizes the market flex provisions as referenced in the Commitment Letter itself. A detailed analysis of the market flex provisions will be provided in the Fee Letter Review Memorandum dated February 17, 2025. A. Pricing Flex Crescent Harbor has the righ

1. The pricing flex caps set forth in the fee letter should be reviewed carefully to quantify the maximum cost exposure to Nexford if Crescent Harbor exercises full pricing flex.