Contract analysis

I. Executive Summary The purpose of this memorandum is to analyze the excess cash flow ("ECF") sweep provisions in the Credit Agreement currently being negotiated between Nexford Industrial Holdings Inc. ("Nexford" or the "Borrower"), Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent (the "Administrative Agent"), and the lenders party thereto from time to time (collectively, the "Lenders"), in

II. Background — Transaction Overview This Section provides a summary of the key terms of the transaction for reference in analyzing the ECF sweep mechanics. Borrower. Nexford Industrial Holdings Inc., a Delaware corporation headquartered at 1400 Industrial Parkway, Schaumburg, Illinois 60173. Nexford is a diversified industrial manufacturing company with operations across the United States and Canada, generating app

III. Excess Cash Flow Sweep — Contractual Mechanics A. Overview of the Mandatory Prepayment Provision The ECF sweep is set forth in anticipated Section 2.05(b)(i) of the Credit Agreement, as drafted in the W&G second draft dated March 5, 2025. Section 2.05(b) of the Credit Agreement sets forth the mandatory prepayment obligations of the Borrower, which include (in addition to the ECF sweep) mandatory prepayments from

IV. Illustrative Year 1 ECF Modeling A. Key Assumptions The following key assumptions underlie the illustrative ECF model for fiscal year 2025. These assumptions are based on the Borrower's historical financial performance, the pro forma capital structure at closing, and management's current forecasts as communicated to us by the Granite Peak deal team. We note that these assumptions are illustrative only and are not

V. Key Drafting and Negotiation Issues Based on our analysis of the ECF sweep mechanics and the illustrative Year 1 modeling, we have identified the following key drafting and negotiation issues for discussion with Claudia Merritt. Each of these issues represents an area where the current draft of the Credit Agreement may be improved from the Borrower's perspective, or where open issues need to be resolved in the nex