Contract analysis

I. Executive Summary The purpose of this memorandum is to summarize and provide a comprehensive review of the fee letter (the "Fee Letter") between Nexford Industrial Holdings Inc. ("Nexford" or the "Borrower") and Crescent Harbor Bank, N.A. ("Crescent Harbor" or the "Arranger") entered into in connection with the $1,400,000,000 senior secured Term Loan B facility (the "Term Loan B" or the "Facility"). This memorandu

II. Background and Transaction Context A. The Borrower and Sponsor Nexford Industrial Holdings Inc. is a Delaware corporation headquartered at 1400 Industrial Parkway, Schaumburg, Illinois 60173. Nexford is a diversified industrial manufacturing and distribution company and a portfolio company of Granite Peak Capital Partners, LP ("Granite Peak"). Granite Peak acquired Nexford in January 2019 through Granite Peak Cap

III. Arrangement Fee A. Amount and Calculation The Fee Letter provides for an arrangement fee (the "Arrangement Fee") of 50 basis points (0.50%) on the full committed Facility amount of $1,400,000,000. The resulting dollar amount of the Arrangement Fee is calculated as follows: $1,400,000,000 × 0.50% = $7,000,000 The Arrangement Fee is payable by Nexford, in its capacity as Borrower under the Facility, to Crescent Ha

IV. Original Issue discount (OID) A. Amount and Calculation The Fee Letter provides that the Term Loan B will be issued at an original issue discount of 50 basis points, meaning the issue price is 99.50 (i.e., lenders fund 99.50% of par value). The aggregate dollar amount of the OID is calculated as follows: $1,400,000,000 × 0.50% = $7,000,000 aggregate OID The OID effectively reduces the net cash proceeds received b

V. Upfront Fee to Participating Lenders A. Amount and Structure The Fee Letter provides for an upfront fee (the "Upfront Fee") of 100 basis points (1.00%) of each participating lender's commitment amount. The Upfront Fee is payable to each lender that commits to the syndication of the Term Loan B and funds its commitment on the closing date. The Upfront Fee is intended to incentivize lender participation in the syndi

VI. Confidentiality Provisions The Fee Letter contains customary confidentiality provisions that impose restrictions on the disclosure of its terms and conditions. These provisions are consistent with market practice for leveraged loan fee letters and are designed to protect the commercially sensitive fee and discount information from broad dissemination. General Obligation. The Fee Letter provides that its terms, co

VII. Market Flex Interplay The Fee Letter must be read and interpreted in conjunction with the market flex provisions contained in the Commitment Letter. The market flex provisions were analyzed in detail in the separate Market Flex Provisions Analysis Memorandum dated February 13, 2025, and the following summary is provided here for purposes of understanding the interplay between the Fee Letter economics and the Arr

VIII. Comparison to Commitment Letter Economics As part of our review, we have conducted a systematic comparison of the Fee Letter terms against the corresponding economic terms set forth in the Commitment Letter executed on February 14, 2025. The purpose of this comparison is to identify any discrepancies or inconsistencies between the two documents. The results of this comparison are summarized below: Conclusion. N

IX. Sources and Uses Reconciliation The following table reconciles the Fee Letter amounts within the broader sources and uses framework for the transaction. This reconciliation is based on the preliminary sources and uses prepared by Stonebridge Advisory Group and reflects the Fee Letter economics as reviewed herein. Sources: Uses: Important Note Regarding Net Proceeds. The gross proceeds of the Term Loan B are $1,40

X. Recommendations and Open Items Based on our review of the Fee Letter, we set forth the following recommendations and identify the following open items for the attention of the deal team:

1. Execution of the Fee Letter. We recommend that Nexford proceed with execution of the Fee Letter on February 18, 2025, as scheduled, concurrently with the receipt of final commercial confirmation from Michelle Kaplan (Chief Financial Officer) and Priya Mehta (Vice President, Treasury). The Fee Letter should be executed by an authorized officer of Nexford, consistent with the board resolutions adopted on January 13,

2. Tax Analysis. We recommend flagging the OID ($7,000,000) and the Arrangement Fee ($7,000,000) for review by Sylvia Hartwell (Specialist Partner, Tax Group) in connection with her forthcoming memorandum on interest deductibility under Section 163(j) of the Internal Revenue Code. The tax memorandum should address: (a) the proper characterization and amortization period for the OID and Arrangement Fee for federal inc

3. Confidentiality Compliance. We recommend circulating the confidentiality restrictions set forth in the Fee Letter (summarized in Section VI of this memorandum) to all C&H team members working on this matter, including Claudia Merritt (Responsible Partner), Ian Blackwood (Billing Partner), and Marcus Leung (Lead Associate), as well as to Nexford's in-house legal counsel, David Engstrom (General Counsel). All team m

4. Market Flex Monitoring. We recommend that the C&H team continue to monitor syndication developments in close coordination with Crescent Harbor's leveraged finance team — specifically, Elaine Prescott (Managing Director) and Thomas Nakamura (Director) — following the bank meeting scheduled for February 27, 2025. The bank meeting will provide critical intelligence regarding investor appetite and pricing expectations

5. Funds Flow Integration. We recommend ensuring that the Arrangement Fee ($7,000,000), OID ($7,000,000), and Upfront Fee ($14,000,000) amounts are accurately reflected in the draft funds flow memorandum, which is to be prepared and circulated closer to the closing date (target distribution date: March 22, 2025). The funds flow memorandum should clearly delineate the cash disbursements (Arrangement Fee and Upfront Fe

6. Co-Arranger Economics. We recommend confirming with Crescent Harbor whether separate fee letters (or co-arranger fee letters) will be required for Ironwood Capital Markets, LLC and Northvane Securities, Inc. when they formally join the syndicate as joint lead arrangers (expected on or about March 7, 2025). In particular, we should clarify: (a) whether any portion of the $7,000,000 Arrangement Fee will be shared wi

XI. Attachments and Cross-References A. Attachments The following documents are attached to this memorandum for reference:

1. Fee Letter — Draft received for review on February 15, 2025; execution copy expected to be finalized and executed on February 18, 2025.

2. Commitment Letter — Executed copy dated February 14, 2025 (for cross-reference purposes in connection with the Fee Letter review). B. Cross-References to Related C&H Memoranda This memorandum should be read in conjunction with the following related memoranda prepared by the C&H Banking & Finance team in connection with the Nexford Term Loan B transaction:

1. Commitment Letter Review Memorandum — Dated February 13, 2025. Provides a comprehensive review of the Commitment Letter, including the conditions to funding, representations and warranties, certain funds provisions, and the Arranger's expense reimbursement obligations.

2. Market Flex Provisions Analysis Memorandum — Dated February 13, 2025. Analyzes in detail the market flex provisions contained in the Commitment Letter, including the scope of the Arranger's flex rights with respect to pricing, OID, upfront fees, and structural terms, as well as the limitations and sunset provisions applicable to such rights.

3. Internal Memorandum — Key Economic and Legal Terms Summary — Dated February 11, 2025. Provides a high-level summary of the principal economic and legal terms of the Term Loan B for use by the deal team and for distribution to the client.

4. Term Sheet Issues List and Negotiation Memorandum — Dated February 8, 2025. Identifies and discusses the key negotiation issues arising from the initial term sheet circulated by Crescent Harbor, including the resolution of material open points relating to the financial covenants, call protection, and incremental facility provisions.

5. Tax Memorandum — Deductibility of Interest on Term Loan B (Section 163(j) Analysis) — Forthcoming; expected on or about March 5, 2025. To be prepared by Sylvia Hartwell, Specialist Partner, Tax Group. Will address the deductibility of interest expense (including OID amortization) under Section 163(j) of the Internal Revenue Code and related provisions, as well as the proper tax treatment of the Arrangement Fee and