Contract analysis

I. Executive Summary The purpose of this memorandum is to analyze the most favored nation ("MFN") provision contained in the Credit Agreement (the "Credit Agreement") governing the $1,400,000,000 senior secured Term Loan B facility (the "Initial Term Loan B") for Nexford Industrial Holdings Inc. (the "Borrower"), with Crescent Harbor Bank, N.A. ("Crescent Harbor") serving as Administrative Agent and Collateral Agent.

II. Background and Transaction Context A. Transaction Overview Borrower. Nexford Industrial Holdings Inc. (the "Borrower" or "Nexford") is a Delaware corporation headquartered at 1400 Industrial Parkway, Schaumburg, Illinois 60173. Nexford operates as a diversified industrials and specialty manufacturing platform, with operations spanning precision-engineered components, fluid power systems, and industrial automation

III. Detailed Analysis of the Most Favored Nation Provision A. Core Mechanics The MFN provision, as reflected in Section 2.14(b)(iv) of the third draft Credit Agreement, operates as follows: Trigger. If, at any time during the Applicable MFN Period (as defined below), the Borrower incurs any incremental term loan under the incremental facility provisions of the Credit Agreement at an Effective Yield (as defined below

IV. Comparison to Recent Market Precedents In evaluating the MFN provision in the Nexford Credit Agreement, we have reviewed a representative sample of recent sponsor-backed Term Loan B transactions closed in the fourth quarter of 2024 and the first quarter of 2025. The following observations reflect the current market landscape for MFN provisions in comparable transactions. A. MFN Threshold The 50 basis point MFN th

V. Borrower Considerations and Strategic Implications A. Impact on Future Financing Flexibility The MFN provision, as currently drafted, provides Nexford with reasonable flexibility to incur incremental term loans during the first twelve months following closing at modestly higher pricing without triggering an adjustment to the Initial Term Loan B spread. The 50 basis point threshold creates a meaningful buffer that

VI. Negotiation History The MFN provision was negotiated during the term sheet and commitment letter phase of the transaction. The following is a summary of the key negotiation milestones: February 5, 2025 — Crescent Harbor Term Sheet. The initial term sheet delivered by Crescent Harbor (through Whitfield & Gage) proposed MFN protection with the following parameters: (a) a 50 basis point threshold; (b) an 18-month su

VII. Open Items and Recommendations A. Remaining Drafting Points While the MFN provision is substantially agreed, the following drafting points should be verified in the execution version of the Credit Agreement to ensure conformity with the agreed commercial terms:

1. OID Amortization Period. Confirm that the definition of "Effective Yield" in the execution version clearly specifies that OID and upfront fees are to be amortized over the lesser of (x) the expected weighted average life of the applicable loans and (y) four (4) years. The current draft language in the third draft Credit Agreement is consistent with this formulation, but the definition should be checked for conform

2. Mechanism of Adjustment (Spread vs. Effective Yield Equalization). Confirm that the MFN adjustment is expressed in terms of an increase in the applicable margin (spread) sufficient to ensure that the Effective Yield on the Initial Term Loan B is no more than 50 basis points less than the Effective Yield on the incremental term loan. The current draft uses this "Effective Yield equalization" formulation, which is t

3. Scope of Exclusions. Verify that the definitions of "Incremental Term Loans," "Incremental Equivalent Debt," and "Refinancing Indebtedness" in the Credit Agreement clearly and unambiguously delineate the scope of MFN coverage. In particular, confirm that: (a) incremental equivalent debt incurred under Section 2.15 (or the analogous provision) is expressly excluded from the definition of "Incremental Term Loans" fo

1. No Further Revisions Recommended. The most favored nation provision as currently drafted in the third draft Credit Agreement is within market norms for sponsor-backed Term Loan B facilities, is consistent with the terms agreed in the commitment letter executed on February 14, 2025, and is acceptable from the Borrower's perspective. No further substantive revisions to the MFN provision are recommended.

2. Verification of Drafting Points. The remaining drafting points identified in Section VII.A above should be verified in the execution version of the Credit Agreement as part of the standard closing review process. These are conforming items that do not require further commercial negotiation.

3. Client Communication. We recommend advising Nexford's internal legal and finance teams — specifically, David Engstrom, General Counsel; Michelle Kaplan, Chief Financial Officer; and Priya Mehta, Vice President of Treasury — as well as Granite Peak's deal team (Ryan Ostrowski, Principal) that the MFN provision has been resolved on terms consistent with current market standards and the agreed term sheet, and that no

VIII. Conclusion The most favored nation provision in the Nexford Industrial Holdings Inc. $1,400,000,000 Senior Secured Term Loan B Credit Agreement, as reflected in the third draft Credit Agreement circulated on March 17, 2025, is a well-crafted and market-standard provision that appropriately balances the interests of the Borrower and the initial Term Loan B lenders. The key features of the provision — the 50 basi