[sheet: Cover]

Field	Value
Document Title	Funds Flow Memorandum — DRAFT
Transaction	Nexford Industrial Holdings Inc. — $1,400,000,000 Senior Secured Term Loan B Refinancing and Dividend Recapitalization
Borrower	Nexford Industrial Holdings Inc.
Administrative Agent / Collateral Agent	Crescent Harbor Bank, N.A.
Lead Left Arranger and Bookrunner	Crescent Harbor Bank, N.A.
Joint Lead Arrangers	Ironwood Capital Markets, LLC; Northvane Securities, Inc.
Borrower's Counsel	Calderwood & Harkness LLP
Arranger's / Agent's Counsel	Whitfield & Gage LLP
Sponsor's Counsel	Kellner Brandt & Associates LLP
Date	March 22, 2025
Status	DRAFT — Subject to revision prior to closing
Target Closing Date	March 28, 2025
Prepared By	Marcus Leung / Sophie Tremblay, Calderwood & Harkness LLP
Reviewed By	Claudia Merritt, Calderwood & Harkness LLP
Matter Number	1005-00001
Confidentiality	CONFIDENTIAL — For authorized parties only
CUSIP (Anticipated)	65432X AA1
LoanX ID (Anticipated)	LX-234567

[sheet: Sources]

Line Item	Source	Amount ($)	Notes
1	Term Loan B Proceeds — Crescent Harbor Bank, N.A. (Administrative Agent)	$1,400,000,000	Gross facility amount; funded at 99.50 (50 bps OID); net funded amount to Borrower = $1,393,000,000; OID of $7,000,000 netted at funding
TOTAL SOURCES	$1,400,000,000

[sheet: Uses]

Line Item #	Use of Proceeds	Payee / Recipient	Amount ($)	Sub-Detail	Notes
1	Refinancing — Payoff of Existing First Lien Term Loan	Atlas Meridian Bank, N.A. (as Administrative Agent)	$879,375,000	Principal: $875,000,000; Accrued & Unpaid Interest (est.): $4,375,000	Per Payoff Letter from Atlas Meridian; final payoff amount to be confirmed per payoff letter dated on or about March 25, 2025; contact: Sandra Vickers, MD, Portfolio Management
2	Refinancing — Termination of Existing Revolving Credit Facility	Atlas Meridian Bank, N.A.	$0	Undrawn; commitment to be terminated at closing	No payoff amount; $190,000,000 commitment terminated
3	Dividend to Holdings / Equity Holders	Granite Peak NIH Holdings, LLC	$335,000,000	Distribution to Holdings for further distribution to Granite Peak Capital Fund IV, LP (92%) and GP Fund IV Co-Invest, LP (8%)	Dividend recapitalization; authorized by Nexford Board resolutions dated January 13, 2025
4	Transaction Fees and Expenses (see detail below)	Various (see Fee Detail tab)	$38,625,000	See Fee Detail breakdown	Aggregate estimated fees; subject to final confirmation
5	Cash to Borrower's Balance Sheet	Nexford Industrial Holdings Inc.	$147,000,000	Retained for general corporate purposes and working capital	Deposited to Nexford operating account
TOTAL USES	$1,400,000,000	Must equal Total Sources

[sheet: Fee Detail]

Line Item #	Fee / Expense Description	Payee	Amount ($)	Basis / Calculation	Notes
1	Arrangement Fee (Lead Left Arranger)	Crescent Harbor Bank, N.A.	$7,000,000	50 bps × $1,400,000,000	Per Fee Letter dated February 18, 2025
2	Original Issue discount (OID)	Netted at funding (lender discount)	$7,000,000	50 bps × $1,400,000,000 (issue price 99.50)	Netted from gross proceeds at funding; not a separate wire
3	Borrower's Counsel Legal Fees & Expenses	Calderwood & Harkness LLP	$3,200,000	Estimated; per engagement letter dated February 3, 2025	425 Lexington Avenue, New York, NY 10017; billing partner: Ian Blackwood
4	Arranger's / Agent's Counsel Legal Fees & Expenses	Whitfield & Gage LLP	$2,800,000	Estimated; subject to final invoice	51 West 52nd Street, New York, NY 10019; lead partner: Margaret Ashby
5	Sponsor's Counsel Legal Fees & Expenses	Kellner Brandt & Associates LLP	$1,500,000	Estimated	900 Third Avenue, New York, NY 10022; lead partner: Patricia Voss
6	Illinois Local Counsel Fees & Expenses	Hargrove & Whitmore LLP	$275,000	Estimated	233 South Wacker Drive, Suite 4500, Chicago, IL 60606; lead partner: Robert Kimura
7	Delaware Local Counsel Fees & Expenses	Briarcliff Legal Group PA	$175,000	Estimated	1000 North King Street, Wilmington, DE 19801; lead partner: Catherine Ellsworth
8	Financial Advisory Fee	Stonebridge Advisory Group, LLC	$4,500,000	Per advisory engagement dated January 22, 2025	277 Park Avenue, New York, NY 10172; contact: Andrew Castellano, MD
9	Rating Agency Fee — Keystone Ratings Group, Inc.	Keystone Ratings Group, Inc.	$500,000	Corporate family rating: B1; facility rating: B1	7 World Trade Center, New York, NY 10007
10	Rating Agency Fee — Sentinel Credit Analytics, LLC	Sentinel Credit Analytics, LLC	$500,000	Corporate credit rating: B+; facility rating: BB-	55 Water Street, New York, NY 10041
11	Collateral Appraisal Fees	Greystone Valuation Services, Inc.	$350,000	Appraisals of 4 mortgaged properties (total appraised value: $193,000,000)	1700 Market Street, Philadelphia, PA 19103; lead appraiser: Daniel Pritchard, MAI
12	Environmental Site Assessment Fees (Phase I ESAs)	Clearwater Environmental Sciences, Inc.	$200,000	Phase I ESAs for 4 mortgaged properties	8500 West Bryn Mawr Avenue, Chicago, IL 60631; project manager: Dr. Nathan Foley
13	Title Insurance & Search Fees	Landmark Title Assurance Company	$750,000	Title commitments and lender's title policies for 4 mortgaged properties	Post-closing delivery by April 30, 2025
14	UCC Filing and Search Fees	Various Secretaries of State / Dept. of State	$50,000	UCC-1 filings in DE, IL, PA, SC, TX, MI; UCC searches all jurisdictions	6 filing jurisdictions
15	Mortgage Recording Taxes & Filing Fees	Cook County, IL; Winnebago County, IL; Greenville County, SC; Harris County, TX	$6,500,000	Estimated mortgage recording taxes and filing fees for 4 mortgaged properties	Post-closing; due by April 30, 2025
16	Insurance Broker / Certificate Fees	Vantage Risk Advisors, LLC	$75,000	Insurance certificate and endorsement preparation	350 North Clark Street, Chicago, IL 60654; account executive: Rachel Sorensen
17	Miscellaneous Fees & Expenses (printing, couriers, filing, etc.)	Various	$2,250,000	Estimated aggregate miscellaneous costs	Includes bank due diligence expenses, lender presentation costs, syndication expenses
TOTAL TRANSACTION FEES & EXPENSES	$38,625,000	Ties to Use of Proceeds Line Item 4

[sheet: Wire Instructions]

Wire #	Payee	Purpose	Amount ($)	Receiving Bank Name	Receiving Bank ABA / Routing #	Account Name	Account Number	Reference / Memo	Status
1	Atlas Meridian Bank, N.A.	Payoff — Existing First Lien Term Loan (principal + accrued interest)	$879,375,000	Atlas Meridian Bank, N.A.	[ABA TBD]	Atlas Meridian Bank, N.A. — Agent Payoff Account	[Account # TBD]	Nexford Industrial Holdings Inc. — Payoff — Credit Agreement dated June 14, 2019	Wire instructions to be confirmed per Payoff Letter; contact: Sandra Vickers
2	Granite Peak NIH Holdings, LLC	Dividend Distribution	$335,000,000	[Bank TBD]	[ABA TBD]	Granite Peak NIH Holdings, LLC	[Account # TBD]	Nexford — Dividend Recapitalization — March 28, 2025	Wire instructions per Granite Peak; to be provided by March 26, 2025
3	Crescent Harbor Bank, N.A.	Arrangement Fee	$7,000,000	Crescent Harbor Bank, N.A.	[ABA TBD]	Crescent Harbor Bank, N.A. — Fee Account	[Account # TBD]	Nexford TLB — Arrangement Fee	Per Fee Letter dated February 18, 2025
4	N/A — Netted at Funding	Original Issue discount (OID)	$7,000,000	N/A	N/A	N/A	N/A	Netted from gross loan proceeds by Administrative Agent	No separate wire; deducted from funded amount
5	Calderwood & Harkness LLP	Borrower's Counsel — Legal Fees & Expenses	$3,200,000	[Bank TBD]	[ABA TBD]	Calderwood & Harkness LLP — Client Trust Account	[Account # TBD]	Matter No. 1005-00001 — Nexford TLB	Estimated; subject to final invoice
6	Whitfield & Gage LLP	Arranger's / Agent's Counsel — Legal Fees & Expenses	$2,800,000	[Bank TBD]	[ABA TBD]	Whitfield & Gage LLP — Trust Account	[Account # TBD]	Nexford TLB — W&G Fees	Estimated; subject to final invoice
7	Kellner Brandt & Associates LLP	Sponsor's Counsel — Legal Fees & Expenses	$1,500,000	[Bank TBD]	[ABA TBD]	Kellner Brandt & Associates LLP	[Account # TBD]	Nexford TLB — KB&A Fees	Estimated
8	Hargrove & Whitmore LLP	Illinois Local Counsel Fees	$275,000	[Bank TBD]	[ABA TBD]	Hargrove & Whitmore LLP	[Account # TBD]	Nexford TLB — IL Local Counsel	Estimated
9	Briarcliff Legal Group PA	Delaware Local Counsel Fees	$175,000	[Bank TBD]	[ABA TBD]	Briarcliff Legal Group PA	[Account # TBD]	Nexford TLB — DE Local Counsel	Estimated
10	Stonebridge Advisory Group, LLC	Financial Advisory Fee	$4,500,000	[Bank TBD]	[ABA TBD]	Stonebridge Advisory Group, LLC	[Account # TBD]	Nexford TLB — Advisory Fee	Per engagement dated January 22, 2025; contact: Andrew Castellano
11	Keystone Ratings Group, Inc.	Rating Agency Fee	$500,000	[Bank TBD]	[ABA TBD]	Keystone Ratings Group, Inc.	[Account # TBD]	Nexford TLB — Rating Fee
12	Sentinel Credit Analytics, LLC	Rating Agency Fee	$500,000	[Bank TBD]	[ABA TBD]	Sentinel Credit Analytics, LLC	[Account # TBD]	Nexford TLB — Rating Fee
13	Greystone Valuation Services, Inc.	Collateral Appraisal Fees	$350,000	[Bank TBD]	[ABA TBD]	Greystone Valuation Services, Inc.	[Account # TBD]	Nexford TLB — Appraisal Fees	Lead appraiser: Daniel Pritchard
14	Clearwater Environmental Sciences, Inc.	Phase I ESA Fees	$200,000	[Bank TBD]	[ABA TBD]	Clearwater Environmental Sciences, Inc.	[Account # TBD]	Nexford TLB — Environmental	Project manager: Dr. Nathan Foley
15	Landmark Title Assurance Company	Title Insurance & Search Fees	$750,000	[Bank TBD]	[ABA TBD]	Landmark Title Assurance Company	[Account # TBD]	Nexford TLB — Title	Post-closing delivery; partial payment at closing
16	Various Filing Offices	UCC Filing & Search Fees	$50,000	Various	Various	Various	Various	DE, IL, PA, SC, TX, MI	Individual checks/wires per filing office
17	Various County Recorders	Mortgage Recording Taxes & Filing Fees	$6,500,000	Various	Various	Various	Various	Cook Co., Winnebago Co., Greenville Co., Harris Co.	Post-closing; estimated; may be paid directly at recording
18	Vantage Risk Advisors, LLC	Insurance Broker Fees	$75,000	[Bank TBD]	[ABA TBD]	Vantage Risk Advisors, LLC	[Account # TBD]	Nexford TLB — Insurance Certificates	Account executive: Rachel Sorensen
19	Various	Miscellaneous Fees & Expenses	$2,250,000	Various	Various	Various	Various	Miscellaneous transaction costs	Including syndication, printing, courier, etc.
20	Nexford Industrial Holdings Inc.	Cash to Balance Sheet	$147,000,000	Redstone National Bank / Crescent Harbor Bank, N.A.	[ABA TBD]	Nexford Industrial Holdings Inc. — Operating Account	[Account # ending -4471 or -4472 or -6633 — TBD]	Nexford TLB — Closing Proceeds	Wire instructions per Nexford; accounts subject to DACAs with Crescent Harbor as Collateral Agent
TOTAL WIRES	$1,400,000,000	Must equal Total Sources and Total Uses

[sheet: Reconciliation]

Item

SOURCES

Term Loan B Gross Proceeds	$1,400,000,000	Facility amount
Total Sources	$1,400,000,000

USES

Payoff — Existing First Lien Term Loan (Atlas Meridian)	$879,375,000	Principal $875,000,000 + accrued interest ~$4,375,000
Terminate — Existing Revolving Credit Facility (Atlas Meridian)	$0	Undrawn; $190,000,000 commitment terminated
Dividend to Granite Peak NIH Holdings, LLC	$335,000,000	Dividend recapitalization
Transaction Fees & Expenses	$38,625,000	Per Fee Detail tab
Cash to Borrower's Balance Sheet	$147,000,000	General corporate purposes
Total Uses	$1,400,000,000

RECONCILIATION

Total Sources – Total Uses

PRO FORMA METRICS (for reference)

Pro Forma Cash and Cash Equivalents	$100,000,000	Existing cash + $147,000,000 new cash, net of working capital and transaction adjustments
New Term Loan B Outstanding	$1,400,000,000
Existing Senior Unsecured Notes (7.250% due 2028, Pinnacle Trust Company trustee)	$250,000,000	Not refinanced
Total First Lien Debt	$1,400,000,000	Term Loan B only
Total Debt	$1,650,000,000	$1,400,000,000 TLB + $250,000,000 unsecured notes
Pro Forma First Lien Net Debt	$1,300,000,000	$1,400,000,000 – $100,000,000 cash
Pro Forma Total Net Debt	$1,550,000,000	$1,650,000,000 – $100,000,000 cash
LTM Adjusted EBITDA (as of 12/31/2024)	$385,000,000	Reported $357,000,000 + $28,000,000 permitted add-backs
Pro Forma First Lien Net Leverage	3.38x	$1,300,000,000 ÷ $385,000,000 = 3.377x
Pro Forma Total Net Leverage	4.03x	$1,550,000,000 ÷ $385,000,000 = 4.026x
Maximum First Lien Net Leverage Covenant	5.00x	Springing; tested when revolving borrowings > 40% of commitments
Covenant Headroom	1.62x	5.00x – 3.38x = 1.62x

[sheet: Cover]
Field | Value
Document Title | Funds Flow Memorandum — DRAFT
Transaction | Nexford Industrial Holdings Inc. — $1,400,000,000 Senior Secured Term Loan B Refinancing and Dividend Recapitalization
Borrower | Nexford Industrial Holdings Inc.
Administrative Agent / Collateral Agent | Crescent Harbor Bank, N.A.
Lead Left Arranger and Bookrunner | Crescent Harbor Bank, N.A.
Joint Lead Arrangers | Ironwood Capital Markets, LLC; Northvane Securities, Inc.
Borrower's Counsel | Calderwood & Harkness LLP
Arranger's / Agent's Counsel | Whitfield & Gage LLP
Sponsor's Counsel | Kellner Brandt & Associates LLP
Date | March 22, 2025
Status | DRAFT — Subject to revision prior to closing
Target Closing Date | March 28, 2025
Prepared By | Marcus Leung / Sophie Tremblay, Calderwood & Harkness LLP
Reviewed By | Claudia Merritt, Calderwood & Harkness LLP
Matter Number | 1005-00001
Confidentiality | CONFIDENTIAL — For authorized parties only
CUSIP (Anticipated) | 65432X AA1
LoanX ID (Anticipated) | LX-234567
[sheet: Sources]
Line Item | Source | Amount ($) | Notes
1 | Term Loan B Proceeds — Crescent Harbor Bank, N.A. (Administrative Agent) | $1,400,000,000 | Gross facility amount; funded at 99.50 (50 bps OID); net funded amount to Borrower = $1,393,000,000; OID of $7,000,000 netted at funding
TOTAL SOURCES | $1,400,000,000
[sheet: Uses]
Line Item # | Use of Proceeds | Payee / Recipient | Amount ($) | Sub-Detail | Notes
1 | Refinancing — Payoff of Existing First Lien Term Loan | Atlas Meridian Bank, N.A. (as Administrative Agent) | $879,375,000 | Principal: $875,000,000; Accrued & Unpaid Interest (est.): $4,375,000 | Per Payoff Letter from Atlas Meridian; final payoff amount to be confirmed per payoff letter dated on or about March 25, 2025; contact: Sandra Vickers, MD, Portfolio Management
2 | Refinancing — Termination of Existing Revolving Credit Facility | Atlas Meridian Bank, N.A. | $0 | Undrawn; commitment to be terminated at closing | No payoff amount; $190,000,000 commitment terminated
3 | Dividend to Holdings / Equity Holders | Granite Peak NIH Holdings, LLC | $335,000,000 | Distribution to Holdings for further distribution to Granite Peak Capital Fund IV, LP (92%) and GP Fund IV Co-Invest, LP (8%) | Dividend recapitalization; authorized by Nexford Board resolutions dated January 13, 2025
4 | Transaction Fees and Expenses (see detail below) | Various (see Fee Detail tab) | $38,625,000 | See Fee Detail breakdown | Aggregate estimated fees; subject to final confirmation
5 | Cash to Borrower's Balance Sheet | Nexford Industrial Holdings Inc. | $147,000,000 | Retained for general corporate purposes and working capital | Deposited to Nexford operating account
TOTAL USES | $1,400,000,000 | Must equal Total Sources
[sheet: Fee Detail]
Line Item # | Fee / Expense Description | Payee | Amount ($) | Basis / Calculation | Notes
1 | Arrangement Fee (Lead Left Arranger) | Crescent Harbor Bank, N.A. | $7,000,000 | 50 bps × $1,400,000,000 | Per Fee Letter dated February 18, 2025
2 | Original Issue discount (OID) | Netted at funding (lender discount) | $7,000,000 | 50 bps × $1,400,000,000 (issue price 99.50) | Netted from gross proceeds at funding; not a separate wire
3 | Borrower's Counsel Legal Fees & Expenses | Calderwood & Harkness LLP | $3,200,000 | Estimated; per engagement letter dated February 3, 2025 | 425 Lexington Avenue, New York, NY 10017; billing partner: Ian Blackwood
4 | Arranger's / Agent's Counsel Legal Fees & Expenses | Whitfield & Gage LLP | $2,800,000 | Estimated; subject to final invoice | 51 West 52nd Street, New York, NY 10019; lead partner: Margaret Ashby
5 | Sponsor's Counsel Legal Fees & Expenses | Kellner Brandt & Associates LLP | $1,500,000 | Estimated | 900 Third Avenue, New York, NY 10022; lead partner: Patricia Voss
6 | Illinois Local Counsel Fees & Expenses | Hargrove & Whitmore LLP | $275,000 | Estimated | 233 South Wacker Drive, Suite 4500, Chicago, IL 60606; lead partner: Robert Kimura
7 | Delaware Local Counsel Fees & Expenses | Briarcliff Legal Group PA | $175,000 | Estimated | 1000 North King Street, Wilmington, DE 19801; lead partner: Catherine Ellsworth
8 | Financial Advisory Fee | Stonebridge Advisory Group, LLC | $4,500,000 | Per advisory engagement dated January 22, 2025 | 277 Park Avenue, New York, NY 10172; contact: Andrew Castellano, MD
9 | Rating Agency Fee — Keystone Ratings Group, Inc. | Keystone Ratings Group, Inc. | $500,000 | Corporate family rating: B1; facility rating: B1 | 7 World Trade Center, New York, NY 10007
10 | Rating Agency Fee — Sentinel Credit Analytics, LLC | Sentinel Credit Analytics, LLC | $500,000 | Corporate credit rating: B+; facility rating: BB- | 55 Water Street, New York, NY 10041
11 | Collateral Appraisal Fees | Greystone Valuation Services, Inc. | $350,000 | Appraisals of 4 mortgaged properties (total appraised value: $193,000,000) | 1700 Market Street, Philadelphia, PA 19103; lead appraiser: Daniel Pritchard, MAI
12 | Environmental Site Assessment Fees (Phase I ESAs) | Clearwater Environmental Sciences, Inc. | $200,000 | Phase I ESAs for 4 mortgaged properties | 8500 West Bryn Mawr Avenue, Chicago, IL 60631; project manager: Dr. Nathan Foley
13 | Title Insurance & Search Fees | Landmark Title Assurance Company | $750,000 | Title commitments and lender's title policies for 4 mortgaged properties | Post-closing delivery by April 30, 2025
14 | UCC Filing and Search Fees | Various Secretaries of State / Dept. of State | $50,000 | UCC-1 filings in DE, IL, PA, SC, TX, MI; UCC searches all jurisdictions | 6 filing jurisdictions
15 | Mortgage Recording Taxes & Filing Fees | Cook County, IL; Winnebago County, IL; Greenville County, SC; Harris County, TX | $6,500,000 | Estimated mortgage recording taxes and filing fees for 4 mortgaged properties | Post-closing; due by April 30, 2025
16 | Insurance Broker / Certificate Fees | Vantage Risk Advisors, LLC | $75,000 | Insurance certificate and endorsement preparation | 350 North Clark Street, Chicago, IL 60654; account executive: Rachel Sorensen
17 | Miscellaneous Fees & Expenses (printing, couriers, filing, etc.) | Various | $2,250,000 | Estimated aggregate miscellaneous costs | Includes bank due diligence expenses, lender presentation costs, syndication expenses
TOTAL TRANSACTION FEES & EXPENSES | $38,625,000 | Ties to Use of Proceeds Line Item 4
[sheet: Wire Instructions]
Wire # | Payee | Purpose | Amount ($) | Receiving Bank Name | Receiving Bank ABA / Routing # | Account Name | Account Number | Reference / Memo | Status
1 | Atlas Meridian Bank, N.A. | Payoff — Existing First Lien Term Loan (principal + accrued interest) | $879,375,000 | Atlas Meridian Bank, N.A. | [ABA TBD] | Atlas Meridian Bank, N.A. — Agent Payoff Account | [Account # TBD] | Nexford Industrial Holdings Inc. — Payoff — Credit Agreement dated June 14, 2019 | Wire instructions to be confirmed per Payoff Letter; contact: Sandra Vickers
2 | Granite Peak NIH Holdings, LLC | Dividend Distribution | $335,000,000 | [Bank TBD] | [ABA TBD] | Granite Peak NIH Holdings, LLC | [Account # TBD] | Nexford — Dividend Recapitalization — March 28, 2025 | Wire instructions per Granite Peak; to be provided by March 26, 2025
3 | Crescent Harbor Bank, N.A. | Arrangement Fee | $7,000,000 | Crescent Harbor Bank, N.A. | [ABA TBD] | Crescent Harbor Bank, N.A. — Fee Account | [Account # TBD] | Nexford TLB — Arrangement Fee | Per Fee Letter dated February 18, 2025
4 | N/A — Netted at Funding | Original Issue discount (OID) | $7,000,000 | N/A | N/A | N/A | N/A | Netted from gross loan proceeds by Administrative Agent | No separate wire; deducted from funded amount
5 | Calderwood & Harkness LLP | Borrower's Counsel — Legal Fees & Expenses | $3,200,000 | [Bank TBD] | [ABA TBD] | Calderwood & Harkness LLP — Client Trust Account | [Account # TBD] | Matter No. 1005-00001 — Nexford TLB | Estimated; subject to final invoice
6 | Whitfield & Gage LLP | Arranger's / Agent's Counsel — Legal Fees & Expenses | $2,800,000 | [Bank TBD] | [ABA TBD] | Whitfield & Gage LLP — Trust Account | [Account # TBD] | Nexford TLB — W&G Fees | Estimated; subject to final invoice
7 | Kellner Brandt & Associates LLP | Sponsor's Counsel — Legal Fees & Expenses | $1,500,000 | [Bank TBD] | [ABA TBD] | Kellner Brandt & Associates LLP | [Account # TBD] | Nexford TLB — KB&A Fees | Estimated
8 | Hargrove & Whitmore LLP | Illinois Local Counsel Fees | $275,000 | [Bank TBD] | [ABA TBD] | Hargrove & Whitmore LLP | [Account # TBD] | Nexford TLB — IL Local Counsel | Estimated
9 | Briarcliff Legal Group PA | Delaware Local Counsel Fees | $175,000 | [Bank TBD] | [ABA TBD] | Briarcliff Legal Group PA | [Account # TBD] | Nexford TLB — DE Local Counsel | Estimated
10 | Stonebridge Advisory Group, LLC | Financial Advisory Fee | $4,500,000 | [Bank TBD] | [ABA TBD] | Stonebridge Advisory Group, LLC | [Account # TBD] | Nexford TLB — Advisory Fee | Per engagement dated January 22, 2025; contact: Andrew Castellano
11 | Keystone Ratings Group, Inc. | Rating Agency Fee | $500,000 | [Bank TBD] | [ABA TBD] | Keystone Ratings Group, Inc. | [Account # TBD] | Nexford TLB — Rating Fee
12 | Sentinel Credit Analytics, LLC | Rating Agency Fee | $500,000 | [Bank TBD] | [ABA TBD] | Sentinel Credit Analytics, LLC | [Account # TBD] | Nexford TLB — Rating Fee
13 | Greystone Valuation Services, Inc. | Collateral Appraisal Fees | $350,000 | [Bank TBD] | [ABA TBD] | Greystone Valuation Services, Inc. | [Account # TBD] | Nexford TLB — Appraisal Fees | Lead appraiser: Daniel Pritchard
14 | Clearwater Environmental Sciences, Inc. | Phase I ESA Fees | $200,000 | [Bank TBD] | [ABA TBD] | Clearwater Environmental Sciences, Inc. | [Account # TBD] | Nexford TLB — Environmental | Project manager: Dr. Nathan Foley
15 | Landmark Title Assurance Company | Title Insurance & Search Fees | $750,000 | [Bank TBD] | [ABA TBD] | Landmark Title Assurance Company | [Account # TBD] | Nexford TLB — Title | Post-closing delivery; partial payment at closing
16 | Various Filing Offices | UCC Filing & Search Fees | $50,000 | Various | Various | Various | Various | DE, IL, PA, SC, TX, MI | Individual checks/wires per filing office
17 | Various County Recorders | Mortgage Recording Taxes & Filing Fees | $6,500,000 | Various | Various | Various | Various | Cook Co., Winnebago Co., Greenville Co., Harris Co. | Post-closing; estimated; may be paid directly at recording
18 | Vantage Risk Advisors, LLC | Insurance Broker Fees | $75,000 | [Bank TBD] | [ABA TBD] | Vantage Risk Advisors, LLC | [Account # TBD] | Nexford TLB — Insurance Certificates | Account executive: Rachel Sorensen
19 | Various | Miscellaneous Fees & Expenses | $2,250,000 | Various | Various | Various | Various | Miscellaneous transaction costs | Including syndication, printing, courier, etc.
20 | Nexford Industrial Holdings Inc. | Cash to Balance Sheet | $147,000,000 | Redstone National Bank / Crescent Harbor Bank, N.A. | [ABA TBD] | Nexford Industrial Holdings Inc. — Operating Account | [Account # ending -4471 or -4472 or -6633 — TBD] | Nexford TLB — Closing Proceeds | Wire instructions per Nexford; accounts subject to DACAs with Crescent Harbor as Collateral Agent
TOTAL WIRES | $1,400,000,000 | Must equal Total Sources and Total Uses
[sheet: Reconciliation]
Item | Amount ($) | Reference / Note
SOURCES
Term Loan B Gross Proceeds | $1,400,000,000 | Facility amount
Total Sources | $1,400,000,000
USES
Payoff — Existing First Lien Term Loan (Atlas Meridian) | $879,375,000 | Principal $875,000,000 + accrued interest ~$4,375,000
Terminate — Existing Revolving Credit Facility (Atlas Meridian) | $0 | Undrawn; $190,000,000 commitment terminated
Dividend to Granite Peak NIH Holdings, LLC | $335,000,000 | Dividend recapitalization
Transaction Fees & Expenses | $38,625,000 | Per Fee Detail tab
Cash to Borrower's Balance Sheet | $147,000,000 | General corporate purposes
Total Uses | $1,400,000,000
RECONCILIATION
Total Sources – Total Uses | $0 | Balanced
PRO FORMA METRICS (for reference)
Pro Forma Cash and Cash Equivalents | $100,000,000 | Existing cash + $147,000,000 new cash, net of working capital and transaction adjustments
New Term Loan B Outstanding | $1,400,000,000
Existing Senior Unsecured Notes (7.250% due 2028, Pinnacle Trust Company trustee) | $250,000,000 | Not refinanced
Total First Lien Debt | $1,400,000,000 | Term Loan B only
Total Debt | $1,650,000,000 | $1,400,000,000 TLB + $250,000,000 unsecured notes
Pro Forma First Lien Net Debt | $1,300,000,000 | $1,400,000,000 – $100,000,000 cash
Pro Forma Total Net Debt | $1,550,000,000 | $1,650,000,000 – $100,000,000 cash
LTM Adjusted EBITDA (as of 12/31/2024) | $385,000,000 | Reported $357,000,000 + $28,000,000 permitted add-backs
Pro Forma First Lien Net Leverage | 3.38x | $1,300,000,000 ÷ $385,000,000 = 3.377x
Pro Forma Total Net Leverage | 4.03x | $1,550,000,000 ÷ $385,000,000 = 4.026x
Maximum First Lien Net Leverage Covenant | 5.00x | Springing; tested when revolving borrowings > 40% of commitments
Covenant Headroom | 1.62x | 5.00x – 3.38x = 1.62x

[sheet: Cover]

SOURCES

RECONCILIATION

Record

Parties

Dates

Amounts