1005-00001 · Nexford Industrial Holdings · Closing

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SIGNATURE PAGES

INTERCREDITOR AGREEMENT (FIRST LIEN/UNSECURED)

Dated as of March 28, 2025

among

CRESCENT HARBOR BANK, N.A., as First Lien Collateral Agent,

PINNACLE TRUST COMPANY, as Unsecured Notes Trustee,

and

NEXFORD INDUSTRIAL HOLDINGS INC., as Borrower

Relating to:

(i) that certain Credit Agreement dated as of March 28, 2025, among Nexford Industrial Holdings Inc., as Borrower, the Guarantors party thereto, Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent, Ironwood Capital Markets, LLC and Northvane Securities, Inc., as Joint Lead Arrangers, and the Lenders from time to time party thereto, providing for a $1,400,000,000 Senior Secured Term Loan B Facility (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"); and

(ii) that certain Indenture dated as of November 8, 2021, among Nexford Industrial Holdings Inc., as Issuer, the Guarantors party thereto, and Pinnacle Trust Company, as Trustee, relating to $250,000,000 aggregate principal amount of 7.250% Senior Unsecured Notes due 2028 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "Indenture").

Governing Law: State of New York

The following signature pages have been compiled and together form part of the fully executed Intercreditor Agreement (First Lien/Unsecured) dated as of March 28, 2025 (the "Intercreditor Agreement"), by and among Crescent Harbor Bank, N.A., as First Lien Collateral Agent, Pinnacle Trust Company, as Unsecured Notes Trustee, and Nexford Industrial Holdings Inc., as Borrower. Each signature page set forth herein constitutes an integral part of, and is incorporated by reference into, the Intercreditor Agreement. Capitalized terms used but not otherwise defined on these signature pages shall have the meanings ascribed to such terms in the Intercreditor Agreement.

SIGNATURE PAGE 1 OF 3

INTERCREDITOR AGREEMENT (FIRST LIEN/UNSECURED) Dated as of March 28, 2025

FIRST LIEN COLLATERAL AGENT

CRESCENT HARBOR BANK, N.A., as First Lien Collateral Agent

Acting in its capacity as Collateral Agent under that certain Credit Agreement dated as of March 28, 2025 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time), among Nexford Industrial Holdings Inc., as Borrower, the Guarantors party thereto, Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent, Ironwood Capital Markets, LLC and Northvane Securities, Inc., as Joint Lead Arrangers, and the Lenders from time to time party thereto, providing for a $1,400,000,000 Senior Secured Term Loan B Facility.

Crescent Harbor Bank, N.A. is a national banking association organized and existing under the laws of the United States, chartered and regulated by the Office of the Comptroller of the Currency (OCC).

By executing this signature page, Crescent Harbor Bank, N.A., solely in its capacity as First Lien Collateral Agent and not in its individual capacity, hereby executes and delivers the Intercreditor Agreement and agrees to be bound by the terms and provisions thereof applicable to the First Lien Collateral Agent.

CRESCENT HARBOR BANK, N.A., as First Lien Collateral Agent

By: ________

Name: Elaine Prescott

Title: Managing Director, Leveraged Finance

Date: March 28, 2025

Address for Notices:

Crescent Harbor Bank, N.A. Leveraged Finance — Agency Services 320 Federal Street Boston, Massachusetts 02110

Attention: Agency Management Group — Nexford Industrial Holdings Inc.

Telephone: (617) 555-0194

Email: agency.management@crescentharbor.com

Entity Type: National Banking Association, organized under the laws of the United States (Office of the Comptroller of the Currency)

SIGNATURE PAGE 2 OF 3

INTERCREDITOR AGREEMENT (FIRST LIEN/UNSECURED) Dated as of March 28, 2025

UNSECURED NOTES TRUSTEE

PINNACLE TRUST COMPANY, as Trustee

Acting in its capacity as Trustee under that certain Indenture dated as of November 8, 2021 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time), among Nexford Industrial Holdings Inc., as Issuer, the Guarantors party thereto, and Pinnacle Trust Company, as Trustee, relating to $250,000,000 aggregate principal amount of 7.250% Senior Unsecured Notes due 2028.

Pinnacle Trust Company is a trust company organized and existing under the laws of the State of New York and authorized to exercise corporate trust powers.

By executing this signature page, Pinnacle Trust Company, solely in its capacity as Trustee under the Indenture and not in its individual capacity, hereby executes and delivers the Intercreditor Agreement and agrees to be bound by the terms and provisions thereof applicable to the Unsecured Notes Trustee. Nothing contained in the Intercreditor Agreement shall be deemed to impose on Pinnacle Trust Company, in its capacity as Trustee, any duties or obligations other than those set forth in the Indenture, and Pinnacle Trust Company shall be entitled to all of the rights, protections, immunities, and indemnities afforded to the Trustee under the Indenture in connection with its execution of, and performance under, the Intercreditor Agreement.

PINNACLE TRUST COMPANY, as Trustee

By: ________

Name: ________

Title: ________

Date: March 28, 2025

Address for Notices:

Pinnacle Trust Company Corporate Trust Administration 101 Park Avenue New York, New York 10178

Attention: Corporate Trust Officer — Nexford Industrial Holdings Inc. 7.250% Senior Unsecured Notes due 2028

Telephone: (212) 555-0287

Email: corporate.trust@pinnacletrust.com

Entity Type: Trust Company organized under the laws of the State of New York

SIGNATURE PAGE 3 OF 3

INTERCREDITOR AGREEMENT (FIRST LIEN/UNSECURED) Dated as of March 28, 2025

BORROWER

NEXFORD INDUSTRIAL HOLDINGS INC., as Borrower

Acknowledged and agreed by Nexford Industrial Holdings Inc. (the "Borrower") in accordance with the terms and provisions of the Intercreditor Agreement. By executing this signature page, the Borrower acknowledges the Intercreditor Agreement, consents to the arrangements set forth therein, and agrees to be bound by the terms and provisions of the Intercreditor Agreement applicable to the Borrower, including, without limitation, all obligations of the Borrower with respect to the delivery of notices, the maintenance of records, and such other covenants and agreements as are specifically applicable to the Borrower thereunder.

Nexford Industrial Holdings Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware.

Entity Details:

• Entity Type: Corporation

• Jurisdiction of Organization: State of Delaware

• Employer Identification Number (EIN): 36-4178552

• Delaware Secretary of State File Number: 5765432

• Principal Office Address: 1400 Industrial Parkway, Schaumburg, Illinois 60173

• Registered Agent in Delaware: c/o Penmark Industries, 1209 Orange Street, Wilmington, Delaware 19801

NEXFORD INDUSTRIAL HOLDINGS INC., as Borrower

By: ________

Name: Michelle Kaplan

Title: Chief Financial Officer

Date: March 28, 2025

Address for Notices:

Nexford Industrial Holdings Inc. 1400 Industrial Parkway Schaumburg, Illinois 60173

Attention: Office of the General Counsel

Telephone: (847) 555-0312

Email: legal@nexfordindustrial.com

with a copy (which shall not constitute notice) to:

Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017

Attention: Marcus Leung

Telephone: (212) 555-0475

Email: mleung@calderwoodharkness.com

COMPILATION NOTE AND VERIFICATION

Compilation and Counterpart Verification Statement

The undersigned hereby confirms that the foregoing signature pages (Signature Pages 1 through 3, inclusive) to the Intercreditor Agreement (First Lien/Unsecured) dated as of March 28, 2025 (the "Intercreditor Agreement"), by and among Crescent Harbor Bank, N.A., as First Lien Collateral Agent, Pinnacle Trust Company, as Unsecured Notes Trustee, and Nexford Industrial Holdings Inc., as Borrower, were circulated to the respective parties for execution on or about March 25, 2025, and were duly executed and delivered by each of the parties hereto as of March 28, 2025.

Each signature page set forth herein is either an original counterpart executed in ink or a PDF/electronic counterpart delivered by electronic transmission in accordance with Section 11.05 (Counterparts; Electronic Execution) of the Intercreditor Agreement. Pursuant to Section 11.05 of the Intercreditor Agreement, counterparts of these signature pages may be delivered by facsimile or other electronic transmission (including by portable document format (PDF) transmitted by electronic mail), and each such counterpart so delivered shall be deemed to be an original for all purposes and shall have the same force and effect as an original ink-signed counterpart.

All signature pages have been compiled by Calderwood & Harkness LLP, as counsel to the Borrower ("Borrower's Counsel"), as part of the closing documentation for the $1,400,000,000 Senior Secured Term Loan B Refinancing and Dividend Recapitalization of Nexford Industrial Holdings Inc. (the "Transaction"). These signature pages, together with the Intercreditor Agreement to which they are attached, have been included in the closing binder maintained by Borrower's Counsel in connection with the Transaction.

Compilation Details:

Note Regarding Counterparts: In accordance with Section 11.05 of the Intercreditor Agreement, this Intercreditor Agreement and the signature pages hereto may be executed in any number of counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Intercreditor Agreement by facsimile or other electronic transmission (including by portable document format (PDF) transmitted by electronic mail) shall be effective as delivery of a manually executed counterpart of this Intercreditor Agreement. Any party delivering an executed counterpart of a signature page by facsimile or other electronic transmission shall also deliver a manually executed counterpart of such signature page, but the failure to deliver such manually executed counterpart shall not affect the validity, enforceability, or binding effect of this Intercreditor Agreement.

Calderwood & Harkness LLP — 425 Lexington Avenue, New York, New York 10017 — Matter No. 1005-00001 This compilation is provided for closing documentation purposes only and does not constitute a legal opinion or certification by Calderwood & Harkness LLP as to the due authorization, execution, or delivery of the Intercreditor Agreement by any party hereto.

Item	Detail
Law Firm	Calderwood & Harkness LLP
Firm Address	425 Lexington Avenue, New York, New York 10017
C&H Matter Number	1005-00001
Transaction Description	$1,400,000,000 Senior Secured Term Loan B Refinancing and Dividend Recapitalization — Nexford Industrial Holdings Inc.
Document	Intercreditor Agreement (First Lien/Unsecured)
Prepared By	Sophie Tremblay, Working Associate, Calderwood & Harkness LLP
Reviewed By	Marcus Leung, Lead Associate, Calderwood & Harkness LLP
Date of Compilation	March 28, 2025
Number of Signature Pages	3
Counterpart Delivery Method	Original ink and/or PDF/electronic transmission

SIGNATURE PAGES
TO
INTERCREDITOR AGREEMENT (FIRST LIEN/UNSECURED)
Dated as of March 28, 2025
among
CRESCENT HARBOR BANK, N.A., as First Lien Collateral Agent,
PINNACLE TRUST COMPANY, as Unsecured Notes Trustee,
and
NEXFORD INDUSTRIAL HOLDINGS INC., as Borrower
Relating to:
(i) that certain Credit Agreement dated as of March 28, 2025, among Nexford Industrial Holdings Inc., as Borrower, the Guarantors party thereto, Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent, Ironwood Capital Markets, LLC and Northvane Securities, Inc., as Joint Lead Arrangers, and the Lenders from time to time party thereto, providing for a $1,400,000,000 Senior Secured Term Loan B Facility (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"); and
(ii) that certain Indenture dated as of November 8, 2021, among Nexford Industrial Holdings Inc., as Issuer, the Guarantors party thereto, and Pinnacle Trust Company, as Trustee, relating to $250,000,000 aggregate principal amount of 7.250% Senior Unsecured Notes due 2028 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "Indenture").
Governing Law: State of New York
The following signature pages have been compiled and together form part of the fully executed Intercreditor Agreement (First Lien/Unsecured) dated as of March 28, 2025 (the "Intercreditor Agreement"), by and among Crescent Harbor Bank, N.A., as First Lien Collateral Agent, Pinnacle Trust Company, as Unsecured Notes Trustee, and Nexford Industrial Holdings Inc., as Borrower. Each signature page set forth herein constitutes an integral part of, and is incorporated by reference into, the Intercreditor Agreement. Capitalized terms used but not otherwise defined on these signature pages shall have the meanings ascribed to such terms in the Intercreditor Agreement.
SIGNATURE PAGE 1 OF 3
INTERCREDITOR AGREEMENT (FIRST LIEN/UNSECURED) Dated as of March 28, 2025
FIRST LIEN COLLATERAL AGENT
CRESCENT HARBOR BANK, N.A., as First Lien Collateral Agent
Acting in its capacity as Collateral Agent under that certain Credit Agreement dated as of March 28, 2025 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time), among Nexford Industrial Holdings Inc., as Borrower, the Guarantors party thereto, Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent, Ironwood Capital Markets, LLC and Northvane Securities, Inc., as Joint Lead Arrangers, and the Lenders from time to time party thereto, providing for a $1,400,000,000 Senior Secured Term Loan B Facility.
Crescent Harbor Bank, N.A. is a national banking association organized and existing under the laws of the United States, chartered and regulated by the Office of the Comptroller of the Currency (OCC).
By executing this signature page, Crescent Harbor Bank, N.A., solely in its capacity as First Lien Collateral Agent and not in its individual capacity, hereby executes and delivers the Intercreditor Agreement and agrees to be bound by the terms and provisions thereof applicable to the First Lien Collateral Agent.
CRESCENT HARBOR BANK, N.A., as First Lien Collateral Agent
By: ________
Name: Elaine Prescott
Title: Managing Director, Leveraged Finance
Date: March 28, 2025
Address for Notices:
Crescent Harbor Bank, N.A. Leveraged Finance — Agency Services 320 Federal Street Boston, Massachusetts 02110
Attention: Agency Management Group — Nexford Industrial Holdings Inc.
Telephone: (617) 555-0194
Email: agency.management@crescentharbor.com
Entity Type: National Banking Association, organized under the laws of the United States (Office of the Comptroller of the Currency)
SIGNATURE PAGE 2 OF 3
INTERCREDITOR AGREEMENT (FIRST LIEN/UNSECURED) Dated as of March 28, 2025
UNSECURED NOTES TRUSTEE
PINNACLE TRUST COMPANY, as Trustee
Acting in its capacity as Trustee under that certain Indenture dated as of November 8, 2021 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time), among Nexford Industrial Holdings Inc., as Issuer, the Guarantors party thereto, and Pinnacle Trust Company, as Trustee, relating to $250,000,000 aggregate principal amount of 7.250% Senior Unsecured Notes due 2028.
Pinnacle Trust Company is a trust company organized and existing under the laws of the State of New York and authorized to exercise corporate trust powers.
By executing this signature page, Pinnacle Trust Company, solely in its capacity as Trustee under the Indenture and not in its individual capacity, hereby executes and delivers the Intercreditor Agreement and agrees to be bound by the terms and provisions thereof applicable to the Unsecured Notes Trustee. Nothing contained in the Intercreditor Agreement shall be deemed to impose on Pinnacle Trust Company, in its capacity as Trustee, any duties or obligations other than those set forth in the Indenture, and Pinnacle Trust Company shall be entitled to all of the rights, protections, immunities, and indemnities afforded to the Trustee under the Indenture in connection with its execution of, and performance under, the Intercreditor Agreement.
PINNACLE TRUST COMPANY, as Trustee
By: ________
Name: ________
Title: ________
Date: March 28, 2025
Address for Notices:
Pinnacle Trust Company Corporate Trust Administration 101 Park Avenue New York, New York 10178
Attention: Corporate Trust Officer — Nexford Industrial Holdings Inc. 7.250% Senior Unsecured Notes due 2028
Telephone: (212) 555-0287
Email: corporate.trust@pinnacletrust.com
Entity Type: Trust Company organized under the laws of the State of New York
SIGNATURE PAGE 3 OF 3
INTERCREDITOR AGREEMENT (FIRST LIEN/UNSECURED) Dated as of March 28, 2025
BORROWER
NEXFORD INDUSTRIAL HOLDINGS INC., as Borrower
Acknowledged and agreed by Nexford Industrial Holdings Inc. (the "Borrower") in accordance with the terms and provisions of the Intercreditor Agreement. By executing this signature page, the Borrower acknowledges the Intercreditor Agreement, consents to the arrangements set forth therein, and agrees to be bound by the terms and provisions of the Intercreditor Agreement applicable to the Borrower, including, without limitation, all obligations of the Borrower with respect to the delivery of notices, the maintenance of records, and such other covenants and agreements as are specifically applicable to the Borrower thereunder.
Nexford Industrial Holdings Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware.
Entity Details:
•  Entity Type: Corporation
•  Jurisdiction of Organization: State of Delaware
•  Employer Identification Number (EIN): 36-4178552
•  Delaware Secretary of State File Number: 5765432
•  Principal Office Address: 1400 Industrial Parkway, Schaumburg, Illinois 60173
•  Registered Agent in Delaware: c/o Penmark Industries, 1209 Orange Street, Wilmington, Delaware 19801
NEXFORD INDUSTRIAL HOLDINGS INC., as Borrower
By: ________
Name: Michelle Kaplan
Title: Chief Financial Officer
Date: March 28, 2025
Address for Notices:
Nexford Industrial Holdings Inc. 1400 Industrial Parkway Schaumburg, Illinois 60173
Attention: Office of the General Counsel
Telephone: (847) 555-0312
Email: legal@nexfordindustrial.com
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017
Attention: Marcus Leung
Telephone: (212) 555-0475
Email: mleung@calderwoodharkness.com
COMPILATION NOTE AND VERIFICATION
Compilation and Counterpart Verification Statement
The undersigned hereby confirms that the foregoing signature pages (Signature Pages 1 through 3, inclusive) to the Intercreditor Agreement (First Lien/Unsecured) dated as of March 28, 2025 (the "Intercreditor Agreement"), by and among Crescent Harbor Bank, N.A., as First Lien Collateral Agent, Pinnacle Trust Company, as Unsecured Notes Trustee, and Nexford Industrial Holdings Inc., as Borrower, were circulated to the respective parties for execution on or about March 25, 2025, and were duly executed and delivered by each of the parties hereto as of March 28, 2025.
Each signature page set forth herein is either an original counterpart executed in ink or a PDF/electronic counterpart delivered by electronic transmission in accordance with Section 11.05 (Counterparts; Electronic Execution) of the Intercreditor Agreement. Pursuant to Section 11.05 of the Intercreditor Agreement, counterparts of these signature pages may be delivered by facsimile or other electronic transmission (including by portable document format (PDF) transmitted by electronic mail), and each such counterpart so delivered shall be deemed to be an original for all purposes and shall have the same force and effect as an original ink-signed counterpart.
All signature pages have been compiled by Calderwood & Harkness LLP, as counsel to the Borrower ("Borrower's Counsel"), as part of the closing documentation for the $1,400,000,000 Senior Secured Term Loan B Refinancing and Dividend Recapitalization of Nexford Industrial Holdings Inc. (the "Transaction"). These signature pages, together with the Intercreditor Agreement to which they are attached, have been included in the closing binder maintained by Borrower's Counsel in connection with the Transaction.
Compilation Details:
Note Regarding Counterparts: In accordance with Section 11.05 of the Intercreditor Agreement, this Intercreditor Agreement and the signature pages hereto may be executed in any number of counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Intercreditor Agreement by facsimile or other electronic transmission (including by portable document format (PDF) transmitted by electronic mail) shall be effective as delivery of a manually executed counterpart of this Intercreditor Agreement. Any party delivering an executed counterpart of a signature page by facsimile or other electronic transmission shall also deliver a manually executed counterpart of such signature page, but the failure to deliver such manually executed counterpart shall not affect the validity, enforceability, or binding effect of this Intercreditor Agreement.
Calderwood & Harkness LLP — 425 Lexington Avenue, New York, New York 10017 — Matter No. 1005-00001 This compilation is provided for closing documentation purposes only and does not constitute a legal opinion or certification by Calderwood & Harkness LLP as to the due authorization, execution, or delivery of the Intercreditor Agreement by any party hereto.
Item | Detail
Law Firm | Calderwood & Harkness LLP
Firm Address | 425 Lexington Avenue, New York, New York 10017
C&H Matter Number | 1005-00001
Transaction Description | $1,400,000,000 Senior Secured Term Loan B Refinancing and Dividend Recapitalization — Nexford Industrial Holdings Inc.
Document | Intercreditor Agreement (First Lien/Unsecured)
Prepared By | Sophie Tremblay, Working Associate, Calderwood & Harkness LLP
Reviewed By | Marcus Leung, Lead Associate, Calderwood & Harkness LLP
Date of Compilation | March 28, 2025
Number of Signature Pages | 3
Counterpart Delivery Method | Original ink and/or PDF/electronic transmission

SIGNATURE PAGES

INTERCREDITOR AGREEMENT (FIRST LIEN/UNSECURED)

SIGNATURE PAGE 1 OF 3

FIRST LIEN COLLATERAL AGENT

SIGNATURE PAGE 2 OF 3

UNSECURED NOTES TRUSTEE

SIGNATURE PAGE 3 OF 3

BORROWER

COMPILATION NOTE AND VERIFICATION

Record

Parties

Dates

Amounts