1005-00001 · Nexford Industrial Holdings · Term Sheet & Commitment Letter

letter-to-nexford-re-commitment-fee-letter-execution.docx DOCUMENT Finance & Banking

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PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION

CALDERWOOD & HARKNESS LLP 425 Lexington Avenue New York, New York 10017

February 14, 2025

VIA EMAIL AND OVERNIGHT DELIVERY

David Engstrom, Esq. General Counsel & Corporate Secretary Nexford Industrial Holdings Inc. 1400 Industrial Parkway Schaumburg, Illinois 60173

Michelle Kaplan Chief Financial Officer Nexford Industrial Holdings Inc. 1400 Industrial Parkway Schaumburg, Illinois 60173

Re: Execution of Commitment Letter and Fee Letter — $1,400,000,000 Senior Secured Term Loan B Facility; Crescent Harbor Bank, N.A., as Lead Left Arranger and Administrative Agent

C&H Matter No. 1005-00001

Dear David and Michelle:

I. Purpose of This Letter

I am writing in my capacity as Responsible Partner in the Banking & Finance Practice of Calderwood & Harkness LLP in connection with our representation of Nexford Industrial Holdings Inc. ("Nexford" or the "Company") in the proposed $1,400,000,000 senior secured Term Loan B facility (the "Facility") to be arranged by Crescent Harbor Bank, N.A. ("Crescent Harbor").

The purpose of this letter is to advise the Company's management on the execution mechanics, key considerations, and procedural steps necessary for the execution and delivery of the Commitment Letter and the Fee Letter, each as more fully described below, between Nexford and Crescent Harbor. As you are aware, following extensive negotiations between Calderwood & Harkness LLP ("C&H"), on behalf of Nexford, and Whitfield & Gage LLP, on behalf of Crescent Harbor, the documents are now in agreed form and are ready for execution. The Commitment Letter is ready for execution today, February 14, 2025, and the Fee Letter is scheduled for execution on February 18, 2025.

This letter is intended to provide you with a comprehensive summary of the principal terms and provisions of each document, together with our advice regarding the execution process and the binding obligations that Nexford will undertake upon execution. We encourage you to review this letter carefully and to contact us with any questions prior to execution.

II. Background and Transaction Summary

As you know, the proposed transaction involves a comprehensive refinancing of Nexford's existing senior secured credit facilities and a dividend recapitalization to the Company's private equity sponsor. Specifically, the proceeds of the Facility will be used to:

• Refinance existing indebtedness. The Company currently maintains an $875,000,000 first lien senior secured term loan and a $190,000,000 revolving credit facility, each outstanding under the Credit Agreement dated as of June 14, 2019, among Nexford Industrial Holdings Inc., as borrower, Atlas Meridian Bank, N.A., as administrative agent, and the lenders party thereto from time to time, as amended through the Fourth Amendment dated September 12, 2024 (the "Existing Credit Agreement"). The proceeds of the Facility will be used to repay in full all outstanding obligations under the existing first lien term loan and to terminate the existing revolving credit facility (which is currently undrawn).

• Fund a dividend recapitalization. Approximately $335,000,000 of the proceeds will be distributed as a dividend to Granite Peak NIH Holdings, LLC, the direct parent of Nexford and the holding vehicle through which Granite Peak Capital Partners, LP (the "Sponsor") holds its equity investment in the Company.

• Pay transaction fees and expenses and provide cash to the balance sheet. The remaining proceeds will be applied to pay transaction fees and expenses (estimated at approximately $38,625,000) and to provide approximately $147,000,000 of additional cash to the Company's balance sheet for general corporate purposes.

Crescent Harbor Bank, N.A., located at 320 Federal Street, Boston, Massachusetts 02110, is serving as sole lead left arranger and bookrunner, administrative agent, and collateral agent for the Facility.

The key milestones in the transaction timeline to date are as follows:

With this background in mind, I turn to a detailed description of the Commitment Letter and the Fee Letter.

III. Description of the Commitment Letter

A. Parties. The Commitment Letter is between the following parties:

(a) Nexford Industrial Holdings Inc., a Delaware corporation, as the Borrower; and

(b) Crescent Harbor Bank, N.A., a national banking association organized under the laws of the United States, as Sole Lead Left Arranger and Bookrunner, Administrative Agent, and Collateral Agent (in such capacities, the "Commitment Party").

The Commitment Letter was prepared and negotiated by Whitfield & Gage LLP (Margaret Ashby, lead partner) on behalf of Crescent Harbor, and was reviewed, marked, and negotiated by Calderwood & Harkness LLP on behalf of Nexford. Through multiple rounds of drafts exchanged between counsel, the parties have reached agreement on the commercial and legal terms reflected in the execution-ready version now before you.

B. Key Terms of the Commitment

The principal terms of Crescent Harbor's commitment to provide the Facility are as follows:

Facility Type and Amount. The Facility is a $1,400,000,000 senior secured Term Loan B, structured as an institutional term loan. The full $1,400,000,000 represents Crescent Harbor's initial underwritten commitment, with a target final hold position for Crescent Harbor of $175,000,000 following completion of the primary syndication process.

Maturity. The Facility will mature seven (7) years from the date of the closing of the Facility. Based on the anticipated closing date of March 28, 2025, the stated maturity date of the Facility will be March 28, 2032.

Interest Rate. Borrowings under the Facility will bear interest at a rate per annum equal to Term SOFR plus 400 basis points (4.00%), subject to a Term SOFR floor of 0.75%. In addition, a credit spread adjustment ("CSA") will apply as follows: 10 basis points (0.10%) for borrowings bearing interest at the one-month Term SOFR rate and 15 basis points (0.15%) for borrowings bearing interest at the three-month Term SOFR rate. The all-in interest rate, assuming a one-month Term SOFR rate equal to or above the floor, would be approximately Term SOFR + 410 basis points. We note that the CSA is consistent with current market convention for Term SOFR-based institutional term loan facilities and reflects the residual adjustment carried over from the LIBOR-to-SOFR transition.

Amortization. The Facility will amortize at a rate of 1.00% per annum of the original principal amount, payable in equal quarterly installments. Based on the $1,400,000,000 original principal amount, each quarterly amortization payment will be $3,500,000, with the balance of the principal due at maturity. This is a standard amortization schedule for institutional Term Loan B facilities and is consistent with current market terms.

Original Issue discount (OID). The Facility will be issued at an original issue discount of 50 basis points, resulting in an issue price of 99.50% of the face amount. The aggregate OID is $7,000,000 (i.e., 0.50% × $1,400,000,000). The OID functions as an additional upfront cost of the borrowing and effectively increases the yield to lenders.

Governing Law. The Commitment Letter, and the definitive credit agreement and related loan documents to be entered into at closing, will be governed by the laws of the State of New York, without regard to principles of conflicts of law (other than Section 5-1401 of the New York General Obligations Law).

C. Use of Proceeds

The Commitment Letter specifies the following uses of proceeds for the Facility, which are consistent with the sources and uses analysis previously reviewed by the Company's management and the Sponsor:

We note that the estimated payoff amount for the existing first lien term loan of $879,375,000 (consisting of $875,000,000 in outstanding principal and approximately $4,375,000 in accrued and unpaid interest through the anticipated closing date) is subject to adjustment based on the actual closing date. C&H will work with Atlas Meridian Bank, N.A. and its counsel to obtain a payoff letter and confirm the exact payoff amount as the transaction approaches closing.

The termination of the existing $190,000,000 revolving credit facility, which is currently undrawn, will be effected concurrently with the closing of the Facility. No termination or breakage fee is expected to be payable under the Existing Credit Agreement in connection with the termination of the revolving credit facility, based on our review of the applicable provisions.

D. Conditions Precedent in the Commitment Letter

Crescent Harbor's obligation to fund the Facility at closing is subject to the satisfaction (or waiver by Crescent Harbor) of certain conditions precedent. The conditions precedent set forth in the Commitment Letter include, among others, the following:

(i) Definitive Documentation. Execution and delivery of the definitive credit agreement, security agreement, pledge agreement, guarantee agreement, and all related loan documents (collectively, the "Loan Documents") in form and substance satisfactory to Crescent Harbor and Whitfield & Gage LLP. As noted below, the first draft of the credit agreement is expected to be delivered by Whitfield & Gage LLP on or about February 24, 2025.

(ii) No Material Adverse Effect. Since December 31, 2024, there shall not have occurred any event, change, condition, or development that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (a) the business, operations, assets, liabilities, or financial condition of Nexford and its subsidiaries, taken as a whole, (b) the ability of Nexford to perform its obligations under the Loan Documents, or (c) the rights and remedies of the administrative agent and the lenders under the Loan Documents.

(iii) Legal Opinions. Receipt by Crescent Harbor and its counsel of customary legal opinions from C&H (as borrower's counsel) and from local counsel in each jurisdiction where a mortgage or deed of trust is being delivered, in each case addressed to Crescent Harbor in its various capacities and to the lenders under the Facility.

(iv) Officer's Certificates and Closing Certificates. Receipt of customary officer's certificates, closing certificates, solvency certificates, and secretary's certificates from authorized officers of Nexford, each in form and substance satisfactory to Crescent Harbor and its counsel.

(v) Diligence. Receipt of environmental, collateral, and lien diligence results satisfactory to Crescent Harbor in its reasonable discretion, including, without limitation, environmental site assessments (Phase I reports), UCC, tax lien, and judgment lien searches, title insurance commitments, and surveys with respect to mortgaged properties.

(vi) Syndication. Completion of the primary syndication of the Facility to the satisfaction of Crescent Harbor, or, alternatively, Crescent Harbor's retention of the full $1,400,000,000 commitment amount pending completion of the syndication on a post-closing basis.

(vii) Corporate and Board Approvals. Receipt of evidence, satisfactory to Crescent Harbor, that all necessary corporate authorizations, board resolutions, and equity holder approvals have been obtained. As noted above, the Nexford board of directors approved the transaction on January 13, 2025, and the Granite Peak NIH Holdings, LLC board of directors approved the transaction on January 6, 2025. Copies of the applicable resolutions have previously been provided to Whitfield & Gage LLP.

(viii) KYC / AML / Sanctions Compliance. Compliance with all applicable "know your customer" regulations, anti-money laundering laws (including the Bank Secrecy Act and the USA PATRIOT Act), regulations administered by the Office of Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury, and applicable sanctions laws and regulations. Crescent Harbor's KYC requirements have been communicated to the Company separately, and we understand that the Company has substantially completed the information-gathering process. We recommend that the Company promptly confirm that all outstanding KYC requests have been fulfilled.

(ix) Rating Agency Engagement. Engagement of at least two nationally recognized rating agencies to provide corporate family ratings and facility ratings for the Facility. Rating agency presentations to Keystone Ratings Group, Inc. and Sentinel Credit Analytics, LLC are currently scheduled for February 19, 2025. While the Commitment Letter does not require receipt of specific ratings as a condition to closing, the receipt of ratings is a practical prerequisite to the successful syndication of the Facility.

We note that the conditions precedent in the Commitment Letter are broadly consistent with market standards for Term Loan B commitment letters in leveraged finance transactions. We have negotiated certain refinements to the "material adverse effect" definition and the "satisfactory to Crescent Harbor" standards to incorporate "reasonable discretion" and "consistent with documentation for similar facilities" qualifiers where appropriate.

E. Syndication Provisions

The Commitment Letter contains detailed provisions relating to the syndication of the Facility. The key syndication-related provisions are as follows:

Right to Syndicate. Crescent Harbor has the right, but not the obligation, to syndicate the Term Loan B to additional institutional lenders, including commercial banks, finance companies, insurance companies, pension funds, hedge funds, CLO vehicles, and other institutional investors. Crescent Harbor's obligation to fund the full $1,400,000,000 commitment will not be reduced or released until the syndication is completed and commitments from participating lenders have been received and documented.

Anticipated Co-Arrangers. Crescent Harbor has indicated that it anticipates inviting Ironwood Capital Markets, LLC and Northvane Securities, Inc. to join the syndicate as joint lead arrangers. Formal joinder of these institutions is expected to occur in early March 2025, and the terms of their participation will be set forth in separate joinder agreements to the Commitment Letter or in the definitive credit agreement.

Syndicate Lenders. In addition to the anticipated co-arrangers, Crescent Harbor is actively soliciting additional syndicate lenders. Based on information provided to us by Crescent Harbor and Stonebridge Advisory Group, LLC, the following institutional investors have received preliminary outreach materials or have expressed interest in participating in the syndication:

• Ridgeline Asset Management, LP

• Halcyon Credit Partners, LLC

• Verdant Institutional Investors, LP

• Cascadia Loan Fund III, LP

• Bluewater Fixed Income Fund, LP

Additional lenders may be solicited in the ordinary course of the syndication process.

Upfront Fee. An upfront fee of 100 basis points (1.00%) of each lender's commitment amount will be offered to participating lenders in connection with the syndication. This fee is payable at closing from the proceeds of the Term Loan B and is in addition to the arrangement fee payable to Crescent Harbor and the OID.

Nexford's Cooperation Obligations. The Commitment Letter includes customary syndication cooperation covenants requiring the Company to, among other things:

(a) assist with the preparation and delivery of a confidential information memorandum and lender presentation materials;

(b) participate in a bank meeting and lender presentation, currently scheduled for February 27, 2025;

(c) make the Company's senior management available for meetings, calls, and due diligence sessions with prospective lenders (the Commitment Letter specifically contemplates the participation of James Thornton, Chief Executive Officer, and Michelle Kaplan, Chief Financial Officer, in the bank meeting and lender presentation);

(d) provide to Crescent Harbor and prospective syndicate lenders financial information, projections, and other data reasonably requested in connection with the syndication; and

(e) use commercially reasonable efforts to obtain public corporate family and facility ratings from at least two nationally recognized rating agencies prior to the syndication launch.

We encourage the Company to begin preparing for the bank meeting and lender presentation and to ensure that the necessary financial information and projections are finalized and available for distribution in a timely manner.

F. Market Flex Provisions

As you are aware, the Commitment Letter is accompanied by a separate confidential side letter containing market flex provisions. We have prepared a detailed analysis of these provisions in our separate Market Flex Provisions Analysis Memorandum dated February 13, 2025, which has been delivered to David Engstrom and Michelle Kaplan under separate cover.

By way of summary, Crescent Harbor retains standard market flex rights, including:

• Pricing Flex. The ability to adjust the interest rate spread and OID within specified parameters if necessary to ensure the successful completion of the syndication. The specific ranges and caps are set forth in the confidential side letter and are described in detail in our February 13 memorandum.

• Structural Flex. The ability to make certain structural modifications to the terms of the Facility, including adjustments to amortization, call protection, and financial covenant terms, if necessary to facilitate syndication.

The flex rights are subject to sunset provisions that limit the period during which they may be exercised. We advise that the market flex provisions, including all specific parameters, caps, and sunset dates, are strictly confidential and should not be disclosed to any third party, including prospective syndicate lenders, except as expressly contemplated by the Commitment Letter and the confidential side letter.

G. Exclusivity and Termination

The Commitment Letter includes customary exclusivity and termination provisions. The commitment will terminate automatically upon the earliest to occur of (a) a specified outside date (the "Commitment Termination Date"), (b) the closing of the Facility, (c) the occurrence of a material adverse effect, and (d) certain other events specified in the Commitment Letter, including the Company's failure to satisfy conditions precedent within the applicable time periods or the Company's material breach of its obligations under the Commitment Letter. We recommend that the Company remain mindful of the Commitment Termination Date and work diligently toward closing to ensure that the commitment remains in effect.

IV. Description of the Fee Letter

A. Parties. The Fee Letter is between the following parties:

(a) Nexford Industrial Holdings Inc., as the Borrower; and

(b) Crescent Harbor Bank, N.A., as Sole Lead Left Arranger and Bookrunner, Administrative Agent, and Collateral Agent.

The Fee Letter is scheduled for execution on February 18, 2025. The four-day interval between execution of the Commitment Letter and execution of the Fee Letter reflects the parties' agreement to finalize certain fee calculations and payment mechanics prior to executing the Fee Letter.

B. Key Fee Terms

The Fee Letter sets forth the following fees payable by Nexford to Crescent Harbor in connection with the Facility:

Arrangement Fee. An arrangement fee equal to 50 basis points (0.50%) of the full $1,400,000,000 Facility amount, resulting in a fee of $7,000,000. This fee is payable to Crescent Harbor at closing of the Facility in consideration of Crescent Harbor's services as sole lead left arranger and bookrunner. The arrangement fee is earned in full upon execution of the Fee Letter and is payable at closing regardless of the syndication outcome.

Upfront Fee. An upfront fee equal to 100 basis points (1.00%) of each participating lender's commitment amount, payable to each participating lender in the syndication at closing. This fee is funded from the proceeds of the Term Loan B. The aggregate amount of the upfront fees will depend on the final allocation of commitments among syndicate lenders, but the total will not exceed 1.00% of the $1,400,000,000 Facility amount ($14,000,000).

Original Issue discount. As described above, the Facility will be issued at an OID of 50 basis points (issue price of 99.50%), resulting in an aggregate discount of $7,000,000. The OID effectively reduces the net proceeds available to the Company by this amount.

For the avoidance of doubt, the total estimated transaction fees and expenses, inclusive of the arrangement fee, OID, and other costs, are summarized below:

The legal, advisory, rating agency, and other expenses of approximately $24,625,000 include, among other items, the legal fees and expenses of C&H (as borrower's counsel), Whitfield & Gage LLP (as lender's counsel), Kellner Brandt & Associates LLP (as Sponsor's counsel), financial advisory fees payable to Stonebridge Advisory Group, LLC, rating agency fees, filing fees, recording charges, title insurance premiums, environmental assessment costs, and other customary closing costs.

C. Confidentiality of Fee Letter

The Fee Letter contains express confidentiality provisions. The terms of the Fee Letter, including the specific fee amounts, are confidential and may not be disclosed by Nexford to any third party except (a) in connection with the syndication process, to the extent reasonably necessary and as directed by Crescent Harbor, (b) as required by applicable law, regulation, or legal process, or (c) to the Company's officers, directors, accountants, and professional advisors who need to know such information and who are bound by obligations of confidentiality. The Fee Letter is a stand-alone document, separate from the Commitment Letter, and will not be filed as an exhibit to the definitive credit agreement or otherwise made publicly available.

We remind the Company's management and internal teams that the specific fee amounts and market flex parameters should be treated as strictly confidential and should not be disclosed in any internal communications that may be accessible to individuals who do not have a need to know.

D. Payment Mechanics

The arrangement fee of $7,000,000 is payable at closing from the proceeds of the Term Loan B. The Fee Letter provides that the arrangement fee will be paid by wire transfer of immediately available funds to an account designated by Crescent Harbor. Crescent Harbor's wire transfer instructions will be provided to C&H and Nexford closer to the closing date. C&H will coordinate with the Company's Treasury department (Priya Mehta, VP, Treasury & Corporate Finance) to ensure that all funds flow mechanics are properly documented and executed on the closing date.

V. Execution Mechanics and Procedural Guidance

A. Authorization and Signing Authority

Pursuant to the resolutions adopted by the Nexford board of directors on January 13, 2025, certain officers of the Company were authorized to negotiate, execute, and deliver the Commitment Letter, the Fee Letter, and all related transaction documents in connection with the proposed refinancing and dividend recapitalization. Based on our review of the board resolutions, both David Engstrom, in his capacity as General Counsel and Corporate Secretary, and Michelle Kaplan, in her capacity as Chief Financial Officer, are authorized signatories for the Company with respect to the Commitment Letter and the Fee Letter.

We recommend that the signatory for each document be consistent with the authorized officers specifically identified in the board resolutions, so as to avoid any question regarding authority at closing. To the extent that the Company prefers to designate a single authorized officer to execute both documents, we recommend that the same officer sign both the Commitment Letter and the Fee Letter for purposes of consistency and to streamline the incumbency certification process.

We request that you confirm, prior to execution, (a) the identity of the intended signatory for each document and (b) that such person's incumbency and signature authority remain current and have not been modified or revoked since the date of the board resolutions.

B. Execution Process — Commitment Letter

The Commitment Letter is ready for execution today, February 14, 2025. The execution process will proceed as follows:

1. Nexford will execute two (2) counterparts of the Commitment Letter. Each counterpart should be signed by the designated authorized officer.

2. Crescent Harbor will execute two (2) counterparts of the Commitment Letter through its authorized representative.

3. The Commitment Letter may be executed in counterparts, and delivery of executed counterpart signature pages by PDF or other electronic transmission (including by Brightwater Software or similar electronic signature platform) will be effective for purposes of initial exchange and will constitute valid execution and delivery. Original wet-ink signature pages should follow by overnight courier.

4. C&H will coordinate the exchange of executed signature pages with Whitfield & Gage LLP (Jonathan Ferris, working associate, is coordinating on behalf of Crescent Harbor's counsel). Upon receipt of all executed counterparts, C&H will assemble and circulate fully conformed copies of the Commitment Letter to all parties.

We have enclosed the execution-ready copy of the Commitment Letter and a separate signature page for Nexford's execution. Please review the signature page to confirm that the name, title, and entity designation are correct before signing.

C. Execution Process — Fee Letter

The Fee Letter is scheduled for execution on February 18, 2025. The same counterpart and electronic execution mechanics described above with respect to the Commitment Letter will apply to the Fee Letter. Specifically:

1. Nexford will execute two (2) counterparts of the Fee Letter.

2. Crescent Harbor will execute two (2) counterparts of the Fee Letter.

3. PDF or electronic signature delivery is acceptable for initial exchange, with original wet-ink counterparts to follow by overnight courier.

4. C&H will again coordinate signature page exchange with Whitfield & Gage LLP and will circulate conformed copies upon completion of execution.

As noted above, we recommend that the same authorized officer sign both the Commitment Letter and the Fee Letter for consistency purposes.

D. Document Delivery

Following execution of each document, original signed counterparts should be delivered as follows:

• Two (2) original counterparts to Crescent Harbor Bank, N.A., via overnight courier, addressed to:

Elaine Prescott Managing Director, Leveraged Finance Origination Crescent Harbor Bank, N.A. 320 Federal Street Boston, Massachusetts 02110

• One (1) copy (conformed or original) to Whitfield & Gage LLP, via overnight courier, addressed to:

Margaret Ashby, Esq. Whitfield & Gage LLP 51 West 52nd Street New York, New York 10019

• Two (2) original counterparts to be retained by Calderwood & Harkness LLP for inclusion in the transaction closing binder. C&H will retain executed originals in its files and will arrange for the assembly of a complete closing binder following the closing of the Facility.

C&H will coordinate the overnight courier deliveries on behalf of Nexford. Please ensure that the executed signature pages are provided to us promptly so that we may arrange for timely delivery.

VI. Key Considerations and Counsel's Advice

We wish to draw the Company's attention to the following key legal and practical considerations in connection with the execution of the Commitment Letter and the Fee Letter.

A. Binding Nature of the Commitment

Upon execution by Nexford and Crescent Harbor, the Commitment Letter will constitute a binding and enforceable commitment by Crescent Harbor to provide the $1,400,000,000 Term Loan B Facility, subject only to the satisfaction (or waiver) of the conditions precedent described in Section III.D above. This is an important point: the commitment is not subject to further credit committee approval, investment committee review, or any other internal approval process within Crescent Harbor. Crescent Harbor has represented that all necessary internal approvals have been obtained, and its obligation to fund will be unconditional once the specified conditions precedent are satisfied.

Correspondingly, Nexford's obligations under the Commitment Letter are also binding upon execution. The Company's principal obligations include, without limitation:

(a) full cooperation with the syndication process, including participation in the bank meeting and lender presentation, provision of financial information and projections, and making management available for meetings and diligence sessions with prospective lenders;

(b) compliance with the confidentiality provisions of the Commitment Letter and the Fee Letter;

(d) reimbursement of Crescent Harbor's reasonable and documented out-of-pocket expenses, as described below.

The Company should understand that these obligations are binding from the date of execution and will survive until the earlier of the closing of the Facility or the termination of the Commitment Letter in accordance with its terms.

B. Expense Reimbursement Obligations

The Commitment Letter includes customary expense reimbursement provisions pursuant to which Nexford is obligated to reimburse Crescent Harbor for its reasonable and documented out-of-pocket expenses incurred in connection with the Facility, including, without limitation, the legal fees and disbursements of Whitfield & Gage LLP, as counsel to Crescent Harbor. This obligation becomes effective upon execution of the Commitment Letter and applies regardless of whether the transaction ultimately closes. In other words, if the Facility does not close for any reason, including as a result of the termination of the Commitment Letter, Nexford will be obligated to reimburse Crescent Harbor for expenses incurred through the date of termination.

We have negotiated customary limitations on this obligation, including requirements that expenses be reasonable in amount, properly documented, and incurred in connection with the Facility. Nevertheless, the Company should be aware of this ongoing financial obligation and should factor it into its decision-making with respect to the transaction.

C. Confidentiality Obligations

Both the Commitment Letter and the Fee Letter contain confidentiality provisions that restrict the disclosure of their terms and the existence of the transaction. We highlight the following:

• The specific fee amounts set forth in the Fee Letter, including the arrangement fee, OID, and upfront fee structure, are strictly confidential and may not be disclosed to syndicate lenders, third parties, or the public except as specifically permitted by the confidentiality provisions.

• The market flex provisions contained in the confidential side letter to the Commitment Letter are likewise strictly confidential and may not be disclosed under any circumstances except as required by law.

• Internal Nexford personnel who have access to the Commitment Letter, the Fee Letter, and the market flex provisions should be reminded of these confidentiality restrictions. We recommend that the Company limit access to these documents on a need-to-know basis and that all copies be marked "Confidential."

D. Coordination with Sponsor's Counsel

Kellner Brandt & Associates LLP (Patricia Voss, lead partner) represents Granite Peak Capital Partners, LP and its affiliated entities, including Granite Peak NIH Holdings, LLC, in connection with this transaction. While Granite Peak NIH Holdings, LLC is not a direct party to the Commitment Letter or the Fee Letter, Granite Peak's cooperation is required for certain aspects of the syndication process, including the provision of information regarding the Sponsor's track record, portfolio, and investment thesis. C&H has been coordinating with Kellner Brandt & Associates LLP throughout the negotiation process and will continue to do so through closing. No separate action is required from the Company at this time with respect to Sponsor-related matters, although we may request the Company's assistance in facilitating the flow of information between the Sponsor and Crescent Harbor as the syndication progresses.

E. Stonebridge Advisory Group Coordination

Stonebridge Advisory Group, LLC (Andrew Castellano, Managing Director, 277 Park Avenue, New York, New York 10172) is serving as financial advisor to Nexford in connection with the refinancing and dividend recapitalization. Stonebridge has been closely coordinating with Crescent Harbor on syndication strategy, including investor outreach, pricing guidance, and preparation of marketing materials. Stonebridge's engagement is governed by a separate engagement letter between Stonebridge and the Company, and its fees are included in the estimated transaction expenses described above.

No separate action is required from Nexford at this time with respect to Stonebridge's engagement. C&H will continue to coordinate with Stonebridge as necessary in connection with the syndication process and the preparation of closing deliverables.

VII. Immediate Next Steps Following Execution

Upon execution of the Commitment Letter today, the following key milestones and action items are anticipated:

C&H will circulate a detailed transaction timeline and comprehensive closing checklist to all parties following execution of the Commitment Letter. The closing checklist will identify all conditions precedent, deliverables, and action items required to be completed prior to closing, together with the parties responsible for each item and the applicable deadlines.

We encourage the Company to begin preparing for the rating agency presentations and the bank meeting / lender presentation as soon as practicable. In particular, we recommend that the Company work with Stonebridge Advisory Group to finalize the confidential information memorandum and the lender presentation materials well in advance of these dates.

VIII. Enclosures

Enclosed with this letter for your review and use are the following documents:

1. Execution-ready copy of the Commitment Letter (clean), dated February 14, 2025;

2. Execution-ready copy of the Fee Letter (clean), for execution on February 18, 2025;

3. Signature page for the Commitment Letter, for execution by Nexford Industrial Holdings Inc.; and

4. Signature page for the Fee Letter, for execution by Nexford Industrial Holdings Inc.

Please review each document and the corresponding signature page carefully. If you have any questions or note any discrepancies, please contact us immediately so that we may address them prior to execution.

IX. Request for Confirmation

We respectfully request that David Engstrom and Michelle Kaplan confirm, at your earliest convenience:

(a) receipt of this letter and the enclosed documents;

(b) the identity of the authorized officer who will execute the Commitment Letter on behalf of Nexford;

(c) the identity of the authorized officer who will execute the Fee Letter on behalf of Nexford (which we recommend be the same officer, as noted above); and

(d) the anticipated timing of execution of the Commitment Letter today.

Please direct any questions regarding execution mechanics, document content, or the transaction generally to the following members of the C&H deal team:

Claudia Merritt Partner, Banking & Finance Calderwood & Harkness LLP 425 Lexington Avenue, New York, NY 10017 Direct Dial: (212) 558-3740

Email: cmerritt@calderwoodharkness.com

Marcus Leung Lead Associate, Banking & Finance Calderwood & Harkness LLP 425 Lexington Avenue, New York, NY 10017 Direct Dial: (212) 558-4215

Email: mleung@calderwoodharkness.com

We are available throughout the day to assist with the execution process and to address any questions that may arise.

We appreciate the opportunity to represent Nexford Industrial Holdings Inc. in this significant transaction and look forward to working with you through closing.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Claudia Merritt Partner, Banking & Finance

cc (via email):

Ian Blackwood, Esq. — Billing Partner, Calderwood & Harkness LLP

Marcus Leung, Esq. — Lead Associate, Calderwood & Harkness LLP

Priya Mehta — Vice President, Treasury & Corporate Finance, Nexford Industrial Holdings Inc.

Ryan Ostrowski — Principal, Granite Peak Capital Partners, LP

Patricia Voss, Esq. — Kellner Brandt & Associates LLP

Enclosures (4)

Date	Milestone
January 6, 2025	Granite Peak NIH Holdings, LLC board of directors approved the refinancing and dividend recapitalization
January 13, 2025	Nexford board of directors approved the refinancing and dividend recapitalization, and adopted resolutions authorizing the execution and delivery of the Commitment Letter, the Fee Letter, and related transaction documents
January 27, 2025	Mandate letter executed between Nexford and Crescent Harbor
February 5, 2025	Initial term sheet delivered by Crescent Harbor and Whitfield & Gage LLP
February 10, 2025	C&H returned a marked term sheet to Whitfield & Gage LLP reflecting Nexford's proposed revisions
February 14, 2025	Commercial terms substantially agreed; Commitment Letter in execution-ready form
Use	Estimated Amount
Payoff of existing Atlas Meridian first lien term loan (principal)	$875,000,000
Payoff of existing Atlas Meridian first lien term loan (accrued interest)	$4,375,000 (approx.)
Termination of existing $190,000,000 revolving credit facility	$0 (undrawn; commitment to be terminated)
Dividend distribution to Granite Peak NIH Holdings, LLC	$335,000,000
Payment of transaction fees and expenses	$38,625,000 (approx.)
Cash to balance sheet	$147,000,000 (approx.)
Total Sources	$1,400,000,000
Fee / Expense	Estimated Amount
Arrangement fee (Crescent Harbor)	$7,000,000
Original issue discount	$7,000,000
Legal, advisory, rating agency, and other expenses	$24,625,000 (approx.)
Total estimated transaction fees and expenses	$38,625,000 (approx.)
Date	Action Item
February 14, 2025	Execute the Commitment Letter (today)
February 18, 2025	Execute the Fee Letter
February 19, 2025	Rating agency presentations to Keystone Ratings Group, Inc. and Sentinel Credit Analytics, LLC — management participation by James Thornton (CEO) and Michelle Kaplan (CFO) expected
February 24, 2025	Anticipated receipt of first draft of the definitive credit agreement from Whitfield & Gage LLP

February 27, 2025	Bank meeting / lender presentation for syndication launch — management participation by James Thornton (CEO) and Michelle Kaplan (CFO) expected
March 28, 2025	Target closing date for the Facility

PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION
CALDERWOOD & HARKNESS LLP 425 Lexington Avenue New York, New York 10017
February 14, 2025
VIA EMAIL AND OVERNIGHT DELIVERY
David Engstrom, Esq. General Counsel & Corporate Secretary Nexford Industrial Holdings Inc. 1400 Industrial Parkway Schaumburg, Illinois 60173
Michelle Kaplan Chief Financial Officer Nexford Industrial Holdings Inc. 1400 Industrial Parkway Schaumburg, Illinois 60173
Re: Execution of Commitment Letter and Fee Letter — $1,400,000,000 Senior Secured Term Loan B Facility; Crescent Harbor Bank, N.A., as Lead Left Arranger and Administrative Agent
C&H Matter No. 1005-00001
Dear David and Michelle:
I. Purpose of This Letter
I am writing in my capacity as Responsible Partner in the Banking & Finance Practice of Calderwood & Harkness LLP in connection with our representation of Nexford Industrial Holdings Inc. ("Nexford" or the "Company") in the proposed $1,400,000,000 senior secured Term Loan B facility (the "Facility") to be arranged by Crescent Harbor Bank, N.A. ("Crescent Harbor").
The purpose of this letter is to advise the Company's management on the execution mechanics, key considerations, and procedural steps necessary for the execution and delivery of the Commitment Letter and the Fee Letter, each as more fully described below, between Nexford and Crescent Harbor. As you are aware, following extensive negotiations between Calderwood & Harkness LLP ("C&H"), on behalf of Nexford, and Whitfield & Gage LLP, on behalf of Crescent Harbor, the documents are now in agreed form and are ready for execution. The Commitment Letter is ready for execution today, February 14, 2025, and the Fee Letter is scheduled for execution on February 18, 2025.
This letter is intended to provide you with a comprehensive summary of the principal terms and provisions of each document, together with our advice regarding the execution process and the binding obligations that Nexford will undertake upon execution. We encourage you to review this letter carefully and to contact us with any questions prior to execution.
II. Background and Transaction Summary
As you know, the proposed transaction involves a comprehensive refinancing of Nexford's existing senior secured credit facilities and a dividend recapitalization to the Company's private equity sponsor. Specifically, the proceeds of the Facility will be used to:
• Refinance existing indebtedness. The Company currently maintains an $875,000,000 first lien senior secured term loan and a $190,000,000 revolving credit facility, each outstanding under the Credit Agreement dated as of June 14, 2019, among Nexford Industrial Holdings Inc., as borrower, Atlas Meridian Bank, N.A., as administrative agent, and the lenders party thereto from time to time, as amended through the Fourth Amendment dated September 12, 2024 (the "Existing Credit Agreement"). The proceeds of the Facility will be used to repay in full all outstanding obligations under the existing first lien term loan and to terminate the existing revolving credit facility (which is currently undrawn).
• Fund a dividend recapitalization. Approximately $335,000,000 of the proceeds will be distributed as a dividend to Granite Peak NIH Holdings, LLC, the direct parent of Nexford and the holding vehicle through which Granite Peak Capital Partners, LP (the "Sponsor") holds its equity investment in the Company.
• Pay transaction fees and expenses and provide cash to the balance sheet. The remaining proceeds will be applied to pay transaction fees and expenses (estimated at approximately $38,625,000) and to provide approximately $147,000,000 of additional cash to the Company's balance sheet for general corporate purposes.
Crescent Harbor Bank, N.A., located at 320 Federal Street, Boston, Massachusetts 02110, is serving as sole lead left arranger and bookrunner, administrative agent, and collateral agent for the Facility.
The key milestones in the transaction timeline to date are as follows:
With this background in mind, I turn to a detailed description of the Commitment Letter and the Fee Letter.
III. Description of the Commitment Letter
A. Parties. The Commitment Letter is between the following parties:
(a) Nexford Industrial Holdings Inc., a Delaware corporation, as the Borrower; and
(b) Crescent Harbor Bank, N.A., a national banking association organized under the laws of the United States, as Sole Lead Left Arranger and Bookrunner, Administrative Agent, and Collateral Agent (in such capacities, the "Commitment Party").
The Commitment Letter was prepared and negotiated by Whitfield & Gage LLP (Margaret Ashby, lead partner) on behalf of Crescent Harbor, and was reviewed, marked, and negotiated by Calderwood & Harkness LLP on behalf of Nexford. Through multiple rounds of drafts exchanged between counsel, the parties have reached agreement on the commercial and legal terms reflected in the execution-ready version now before you.
B. Key Terms of the Commitment
The principal terms of Crescent Harbor's commitment to provide the Facility are as follows:
Facility Type and Amount. The Facility is a $1,400,000,000 senior secured Term Loan B, structured as an institutional term loan. The full $1,400,000,000 represents Crescent Harbor's initial underwritten commitment, with a target final hold position for Crescent Harbor of $175,000,000 following completion of the primary syndication process.
Maturity. The Facility will mature seven (7) years from the date of the closing of the Facility. Based on the anticipated closing date of March 28, 2025, the stated maturity date of the Facility will be March 28, 2032.
Interest Rate. Borrowings under the Facility will bear interest at a rate per annum equal to Term SOFR plus 400 basis points (4.00%), subject to a Term SOFR floor of 0.75%. In addition, a credit spread adjustment ("CSA") will apply as follows: 10 basis points (0.10%) for borrowings bearing interest at the one-month Term SOFR rate and 15 basis points (0.15%) for borrowings bearing interest at the three-month Term SOFR rate. The all-in interest rate, assuming a one-month Term SOFR rate equal to or above the floor, would be approximately Term SOFR + 410 basis points. We note that the CSA is consistent with current market convention for Term SOFR-based institutional term loan facilities and reflects the residual adjustment carried over from the LIBOR-to-SOFR transition.
Amortization. The Facility will amortize at a rate of 1.00% per annum of the original principal amount, payable in equal quarterly installments. Based on the $1,400,000,000 original principal amount, each quarterly amortization payment will be $3,500,000, with the balance of the principal due at maturity. This is a standard amortization schedule for institutional Term Loan B facilities and is consistent with current market terms.
Original Issue discount (OID). The Facility will be issued at an original issue discount of 50 basis points, resulting in an issue price of 99.50% of the face amount. The aggregate OID is $7,000,000 (i.e., 0.50% × $1,400,000,000). The OID functions as an additional upfront cost of the borrowing and effectively increases the yield to lenders.
Governing Law. The Commitment Letter, and the definitive credit agreement and related loan documents to be entered into at closing, will be governed by the laws of the State of New York, without regard to principles of conflicts of law (other than Section 5-1401 of the New York General Obligations Law).
C. Use of Proceeds
The Commitment Letter specifies the following uses of proceeds for the Facility, which are consistent with the sources and uses analysis previously reviewed by the Company's management and the Sponsor:
We note that the estimated payoff amount for the existing first lien term loan of $879,375,000 (consisting of $875,000,000 in outstanding principal and approximately $4,375,000 in accrued and unpaid interest through the anticipated closing date) is subject to adjustment based on the actual closing date. C&H will work with Atlas Meridian Bank, N.A. and its counsel to obtain a payoff letter and confirm the exact payoff amount as the transaction approaches closing.
The termination of the existing $190,000,000 revolving credit facility, which is currently undrawn, will be effected concurrently with the closing of the Facility. No termination or breakage fee is expected to be payable under the Existing Credit Agreement in connection with the termination of the revolving credit facility, based on our review of the applicable provisions.
D. Conditions Precedent in the Commitment Letter
Crescent Harbor's obligation to fund the Facility at closing is subject to the satisfaction (or waiver by Crescent Harbor) of certain conditions precedent. The conditions precedent set forth in the Commitment Letter include, among others, the following:
(i) Definitive Documentation. Execution and delivery of the definitive credit agreement, security agreement, pledge agreement, guarantee agreement, and all related loan documents (collectively, the "Loan Documents") in form and substance satisfactory to Crescent Harbor and Whitfield & Gage LLP. As noted below, the first draft of the credit agreement is expected to be delivered by Whitfield & Gage LLP on or about February 24, 2025.
(ii) No Material Adverse Effect. Since December 31, 2024, there shall not have occurred any event, change, condition, or development that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (a) the business, operations, assets, liabilities, or financial condition of Nexford and its subsidiaries, taken as a whole, (b) the ability of Nexford to perform its obligations under the Loan Documents, or (c) the rights and remedies of the administrative agent and the lenders under the Loan Documents.
(iii) Legal Opinions. Receipt by Crescent Harbor and its counsel of customary legal opinions from C&H (as borrower's counsel) and from local counsel in each jurisdiction where a mortgage or deed of trust is being delivered, in each case addressed to Crescent Harbor in its various capacities and to the lenders under the Facility.
(iv) Officer's Certificates and Closing Certificates. Receipt of customary officer's certificates, closing certificates, solvency certificates, and secretary's certificates from authorized officers of Nexford, each in form and substance satisfactory to Crescent Harbor and its counsel.
(v) Diligence. Receipt of environmental, collateral, and lien diligence results satisfactory to Crescent Harbor in its reasonable discretion, including, without limitation, environmental site assessments (Phase I reports), UCC, tax lien, and judgment lien searches, title insurance commitments, and surveys with respect to mortgaged properties.
(vi) Syndication. Completion of the primary syndication of the Facility to the satisfaction of Crescent Harbor, or, alternatively, Crescent Harbor's retention of the full $1,400,000,000 commitment amount pending completion of the syndication on a post-closing basis.
(vii) Corporate and Board Approvals. Receipt of evidence, satisfactory to Crescent Harbor, that all necessary corporate authorizations, board resolutions, and equity holder approvals have been obtained. As noted above, the Nexford board of directors approved the transaction on January 13, 2025, and the Granite Peak NIH Holdings, LLC board of directors approved the transaction on January 6, 2025. Copies of the applicable resolutions have previously been provided to Whitfield & Gage LLP.
(viii) KYC / AML / Sanctions Compliance. Compliance with all applicable "know your customer" regulations, anti-money laundering laws (including the Bank Secrecy Act and the USA PATRIOT Act), regulations administered by the Office of Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury, and applicable sanctions laws and regulations. Crescent Harbor's KYC requirements have been communicated to the Company separately, and we understand that the Company has substantially completed the information-gathering process. We recommend that the Company promptly confirm that all outstanding KYC requests have been fulfilled.
(ix) Rating Agency Engagement. Engagement of at least two nationally recognized rating agencies to provide corporate family ratings and facility ratings for the Facility. Rating agency presentations to Keystone Ratings Group, Inc. and Sentinel Credit Analytics, LLC are currently scheduled for February 19, 2025. While the Commitment Letter does not require receipt of specific ratings as a condition to closing, the receipt of ratings is a practical prerequisite to the successful syndication of the Facility.
We note that the conditions precedent in the Commitment Letter are broadly consistent with market standards for Term Loan B commitment letters in leveraged finance transactions. We have negotiated certain refinements to the "material adverse effect" definition and the "satisfactory to Crescent Harbor" standards to incorporate "reasonable discretion" and "consistent with documentation for similar facilities" qualifiers where appropriate.
E. Syndication Provisions
The Commitment Letter contains detailed provisions relating to the syndication of the Facility. The key syndication-related provisions are as follows:
Right to Syndicate. Crescent Harbor has the right, but not the obligation, to syndicate the Term Loan B to additional institutional lenders, including commercial banks, finance companies, insurance companies, pension funds, hedge funds, CLO vehicles, and other institutional investors. Crescent Harbor's obligation to fund the full $1,400,000,000 commitment will not be reduced or released until the syndication is completed and commitments from participating lenders have been received and documented.
Anticipated Co-Arrangers. Crescent Harbor has indicated that it anticipates inviting Ironwood Capital Markets, LLC and Northvane Securities, Inc. to join the syndicate as joint lead arrangers. Formal joinder of these institutions is expected to occur in early March 2025, and the terms of their participation will be set forth in separate joinder agreements to the Commitment Letter or in the definitive credit agreement.
Syndicate Lenders. In addition to the anticipated co-arrangers, Crescent Harbor is actively soliciting additional syndicate lenders. Based on information provided to us by Crescent Harbor and Stonebridge Advisory Group, LLC, the following institutional investors have received preliminary outreach materials or have expressed interest in participating in the syndication:
• Ridgeline Asset Management, LP
• Halcyon Credit Partners, LLC
• Verdant Institutional Investors, LP
• Cascadia Loan Fund III, LP
• Bluewater Fixed Income Fund, LP
Additional lenders may be solicited in the ordinary course of the syndication process.
Upfront Fee. An upfront fee of 100 basis points (1.00%) of each lender's commitment amount will be offered to participating lenders in connection with the syndication. This fee is payable at closing from the proceeds of the Term Loan B and is in addition to the arrangement fee payable to Crescent Harbor and the OID.
Nexford's Cooperation Obligations. The Commitment Letter includes customary syndication cooperation covenants requiring the Company to, among other things:
(a) assist with the preparation and delivery of a confidential information memorandum and lender presentation materials;
(b) participate in a bank meeting and lender presentation, currently scheduled for February 27, 2025;
(c) make the Company's senior management available for meetings, calls, and due diligence sessions with prospective lenders (the Commitment Letter specifically contemplates the participation of James Thornton, Chief Executive Officer, and Michelle Kaplan, Chief Financial Officer, in the bank meeting and lender presentation);
(d) provide to Crescent Harbor and prospective syndicate lenders financial information, projections, and other data reasonably requested in connection with the syndication; and
(e) use commercially reasonable efforts to obtain public corporate family and facility ratings from at least two nationally recognized rating agencies prior to the syndication launch.
We encourage the Company to begin preparing for the bank meeting and lender presentation and to ensure that the necessary financial information and projections are finalized and available for distribution in a timely manner.
F. Market Flex Provisions
As you are aware, the Commitment Letter is accompanied by a separate confidential side letter containing market flex provisions. We have prepared a detailed analysis of these provisions in our separate Market Flex Provisions Analysis Memorandum dated February 13, 2025, which has been delivered to David Engstrom and Michelle Kaplan under separate cover.
By way of summary, Crescent Harbor retains standard market flex rights, including:
• Pricing Flex. The ability to adjust the interest rate spread and OID within specified parameters if necessary to ensure the successful completion of the syndication. The specific ranges and caps are set forth in the confidential side letter and are described in detail in our February 13 memorandum.
• Structural Flex. The ability to make certain structural modifications to the terms of the Facility, including adjustments to amortization, call protection, and financial covenant terms, if necessary to facilitate syndication.
The flex rights are subject to sunset provisions that limit the period during which they may be exercised. We advise that the market flex provisions, including all specific parameters, caps, and sunset dates, are strictly confidential and should not be disclosed to any third party, including prospective syndicate lenders, except as expressly contemplated by the Commitment Letter and the confidential side letter.
G. Exclusivity and Termination
The Commitment Letter includes customary exclusivity and termination provisions. The commitment will terminate automatically upon the earliest to occur of (a) a specified outside date (the "Commitment Termination Date"), (b) the closing of the Facility, (c) the occurrence of a material adverse effect, and (d) certain other events specified in the Commitment Letter, including the Company's failure to satisfy conditions precedent within the applicable time periods or the Company's material breach of its obligations under the Commitment Letter. We recommend that the Company remain mindful of the Commitment Termination Date and work diligently toward closing to ensure that the commitment remains in effect.
IV. Description of the Fee Letter
A. Parties. The Fee Letter is between the following parties:
(a) Nexford Industrial Holdings Inc., as the Borrower; and
(b) Crescent Harbor Bank, N.A., as Sole Lead Left Arranger and Bookrunner, Administrative Agent, and Collateral Agent.
The Fee Letter is scheduled for execution on February 18, 2025. The four-day interval between execution of the Commitment Letter and execution of the Fee Letter reflects the parties' agreement to finalize certain fee calculations and payment mechanics prior to executing the Fee Letter.
B. Key Fee Terms
The Fee Letter sets forth the following fees payable by Nexford to Crescent Harbor in connection with the Facility:
Arrangement Fee. An arrangement fee equal to 50 basis points (0.50%) of the full $1,400,000,000 Facility amount, resulting in a fee of $7,000,000. This fee is payable to Crescent Harbor at closing of the Facility in consideration of Crescent Harbor's services as sole lead left arranger and bookrunner. The arrangement fee is earned in full upon execution of the Fee Letter and is payable at closing regardless of the syndication outcome.
Upfront Fee. An upfront fee equal to 100 basis points (1.00%) of each participating lender's commitment amount, payable to each participating lender in the syndication at closing. This fee is funded from the proceeds of the Term Loan B. The aggregate amount of the upfront fees will depend on the final allocation of commitments among syndicate lenders, but the total will not exceed 1.00% of the $1,400,000,000 Facility amount ($14,000,000).
Original Issue discount. As described above, the Facility will be issued at an OID of 50 basis points (issue price of 99.50%), resulting in an aggregate discount of $7,000,000. The OID effectively reduces the net proceeds available to the Company by this amount.
For the avoidance of doubt, the total estimated transaction fees and expenses, inclusive of the arrangement fee, OID, and other costs, are summarized below:
The legal, advisory, rating agency, and other expenses of approximately $24,625,000 include, among other items, the legal fees and expenses of C&H (as borrower's counsel), Whitfield & Gage LLP (as lender's counsel), Kellner Brandt & Associates LLP (as Sponsor's counsel), financial advisory fees payable to Stonebridge Advisory Group, LLC, rating agency fees, filing fees, recording charges, title insurance premiums, environmental assessment costs, and other customary closing costs.
C. Confidentiality of Fee Letter
The Fee Letter contains express confidentiality provisions. The terms of the Fee Letter, including the specific fee amounts, are confidential and may not be disclosed by Nexford to any third party except (a) in connection with the syndication process, to the extent reasonably necessary and as directed by Crescent Harbor, (b) as required by applicable law, regulation, or legal process, or (c) to the Company's officers, directors, accountants, and professional advisors who need to know such information and who are bound by obligations of confidentiality. The Fee Letter is a stand-alone document, separate from the Commitment Letter, and will not be filed as an exhibit to the definitive credit agreement or otherwise made publicly available.
We remind the Company's management and internal teams that the specific fee amounts and market flex parameters should be treated as strictly confidential and should not be disclosed in any internal communications that may be accessible to individuals who do not have a need to know.
D. Payment Mechanics
The arrangement fee of $7,000,000 is payable at closing from the proceeds of the Term Loan B. The Fee Letter provides that the arrangement fee will be paid by wire transfer of immediately available funds to an account designated by Crescent Harbor. Crescent Harbor's wire transfer instructions will be provided to C&H and Nexford closer to the closing date. C&H will coordinate with the Company's Treasury department (Priya Mehta, VP, Treasury & Corporate Finance) to ensure that all funds flow mechanics are properly documented and executed on the closing date.
V. Execution Mechanics and Procedural Guidance
A. Authorization and Signing Authority
Pursuant to the resolutions adopted by the Nexford board of directors on January 13, 2025, certain officers of the Company were authorized to negotiate, execute, and deliver the Commitment Letter, the Fee Letter, and all related transaction documents in connection with the proposed refinancing and dividend recapitalization. Based on our review of the board resolutions, both David Engstrom, in his capacity as General Counsel and Corporate Secretary, and Michelle Kaplan, in her capacity as Chief Financial Officer, are authorized signatories for the Company with respect to the Commitment Letter and the Fee Letter.
We recommend that the signatory for each document be consistent with the authorized officers specifically identified in the board resolutions, so as to avoid any question regarding authority at closing. To the extent that the Company prefers to designate a single authorized officer to execute both documents, we recommend that the same officer sign both the Commitment Letter and the Fee Letter for purposes of consistency and to streamline the incumbency certification process.
We request that you confirm, prior to execution, (a) the identity of the intended signatory for each document and (b) that such person's incumbency and signature authority remain current and have not been modified or revoked since the date of the board resolutions.
B. Execution Process — Commitment Letter
The Commitment Letter is ready for execution today, February 14, 2025. The execution process will proceed as follows:
1. Nexford will execute two (2) counterparts of the Commitment Letter. Each counterpart should be signed by the designated authorized officer.
2. Crescent Harbor will execute two (2) counterparts of the Commitment Letter through its authorized representative.
3. The Commitment Letter may be executed in counterparts, and delivery of executed counterpart signature pages by PDF or other electronic transmission (including by Brightwater Software or similar electronic signature platform) will be effective for purposes of initial exchange and will constitute valid execution and delivery. Original wet-ink signature pages should follow by overnight courier.
4. C&H will coordinate the exchange of executed signature pages with Whitfield & Gage LLP (Jonathan Ferris, working associate, is coordinating on behalf of Crescent Harbor's counsel). Upon receipt of all executed counterparts, C&H will assemble and circulate fully conformed copies of the Commitment Letter to all parties.
We have enclosed the execution-ready copy of the Commitment Letter and a separate signature page for Nexford's execution. Please review the signature page to confirm that the name, title, and entity designation are correct before signing.
C. Execution Process — Fee Letter
The Fee Letter is scheduled for execution on February 18, 2025. The same counterpart and electronic execution mechanics described above with respect to the Commitment Letter will apply to the Fee Letter. Specifically:
1. Nexford will execute two (2) counterparts of the Fee Letter.
2. Crescent Harbor will execute two (2) counterparts of the Fee Letter.
3. PDF or electronic signature delivery is acceptable for initial exchange, with original wet-ink counterparts to follow by overnight courier.
4. C&H will again coordinate signature page exchange with Whitfield & Gage LLP and will circulate conformed copies upon completion of execution.
As noted above, we recommend that the same authorized officer sign both the Commitment Letter and the Fee Letter for consistency purposes.
D. Document Delivery
Following execution of each document, original signed counterparts should be delivered as follows:
• Two (2) original counterparts to Crescent Harbor Bank, N.A., via overnight courier, addressed to:
Elaine Prescott Managing Director, Leveraged Finance Origination Crescent Harbor Bank, N.A. 320 Federal Street Boston, Massachusetts 02110
• One (1) copy (conformed or original) to Whitfield & Gage LLP, via overnight courier, addressed to:
Margaret Ashby, Esq. Whitfield & Gage LLP 51 West 52nd Street New York, New York 10019
• Two (2) original counterparts to be retained by Calderwood & Harkness LLP for inclusion in the transaction closing binder. C&H will retain executed originals in its files and will arrange for the assembly of a complete closing binder following the closing of the Facility.
C&H will coordinate the overnight courier deliveries on behalf of Nexford. Please ensure that the executed signature pages are provided to us promptly so that we may arrange for timely delivery.
VI. Key Considerations and Counsel's Advice
We wish to draw the Company's attention to the following key legal and practical considerations in connection with the execution of the Commitment Letter and the Fee Letter.
A. Binding Nature of the Commitment
Upon execution by Nexford and Crescent Harbor, the Commitment Letter will constitute a binding and enforceable commitment by Crescent Harbor to provide the $1,400,000,000 Term Loan B Facility, subject only to the satisfaction (or waiver) of the conditions precedent described in Section III.D above. This is an important point: the commitment is not subject to further credit committee approval, investment committee review, or any other internal approval process within Crescent Harbor. Crescent Harbor has represented that all necessary internal approvals have been obtained, and its obligation to fund will be unconditional once the specified conditions precedent are satisfied.
Correspondingly, Nexford's obligations under the Commitment Letter are also binding upon execution. The Company's principal obligations include, without limitation:
(a) full cooperation with the syndication process, including participation in the bank meeting and lender presentation, provision of financial information and projections, and making management available for meetings and diligence sessions with prospective lenders;
(b) compliance with the confidentiality provisions of the Commitment Letter and the Fee Letter;
(c) payment of all fees described in the Fee Letter at closing; and
(d) reimbursement of Crescent Harbor's reasonable and documented out-of-pocket expenses, as described below.
The Company should understand that these obligations are binding from the date of execution and will survive until the earlier of the closing of the Facility or the termination of the Commitment Letter in accordance with its terms.
B. Expense Reimbursement Obligations
The Commitment Letter includes customary expense reimbursement provisions pursuant to which Nexford is obligated to reimburse Crescent Harbor for its reasonable and documented out-of-pocket expenses incurred in connection with the Facility, including, without limitation, the legal fees and disbursements of Whitfield & Gage LLP, as counsel to Crescent Harbor. This obligation becomes effective upon execution of the Commitment Letter and applies regardless of whether the transaction ultimately closes. In other words, if the Facility does not close for any reason, including as a result of the termination of the Commitment Letter, Nexford will be obligated to reimburse Crescent Harbor for expenses incurred through the date of termination.
We have negotiated customary limitations on this obligation, including requirements that expenses be reasonable in amount, properly documented, and incurred in connection with the Facility. Nevertheless, the Company should be aware of this ongoing financial obligation and should factor it into its decision-making with respect to the transaction.
C. Confidentiality Obligations
Both the Commitment Letter and the Fee Letter contain confidentiality provisions that restrict the disclosure of their terms and the existence of the transaction. We highlight the following:
• The specific fee amounts set forth in the Fee Letter, including the arrangement fee, OID, and upfront fee structure, are strictly confidential and may not be disclosed to syndicate lenders, third parties, or the public except as specifically permitted by the confidentiality provisions.
• The market flex provisions contained in the confidential side letter to the Commitment Letter are likewise strictly confidential and may not be disclosed under any circumstances except as required by law.
• Internal Nexford personnel who have access to the Commitment Letter, the Fee Letter, and the market flex provisions should be reminded of these confidentiality restrictions. We recommend that the Company limit access to these documents on a need-to-know basis and that all copies be marked "Confidential."
D. Coordination with Sponsor's Counsel
Kellner Brandt & Associates LLP (Patricia Voss, lead partner) represents Granite Peak Capital Partners, LP and its affiliated entities, including Granite Peak NIH Holdings, LLC, in connection with this transaction. While Granite Peak NIH Holdings, LLC is not a direct party to the Commitment Letter or the Fee Letter, Granite Peak's cooperation is required for certain aspects of the syndication process, including the provision of information regarding the Sponsor's track record, portfolio, and investment thesis. C&H has been coordinating with Kellner Brandt & Associates LLP throughout the negotiation process and will continue to do so through closing. No separate action is required from the Company at this time with respect to Sponsor-related matters, although we may request the Company's assistance in facilitating the flow of information between the Sponsor and Crescent Harbor as the syndication progresses.
E. Stonebridge Advisory Group Coordination
Stonebridge Advisory Group, LLC (Andrew Castellano, Managing Director, 277 Park Avenue, New York, New York 10172) is serving as financial advisor to Nexford in connection with the refinancing and dividend recapitalization. Stonebridge has been closely coordinating with Crescent Harbor on syndication strategy, including investor outreach, pricing guidance, and preparation of marketing materials. Stonebridge's engagement is governed by a separate engagement letter between Stonebridge and the Company, and its fees are included in the estimated transaction expenses described above.
No separate action is required from Nexford at this time with respect to Stonebridge's engagement. C&H will continue to coordinate with Stonebridge as necessary in connection with the syndication process and the preparation of closing deliverables.
VII. Immediate Next Steps Following Execution
Upon execution of the Commitment Letter today, the following key milestones and action items are anticipated:
C&H will circulate a detailed transaction timeline and comprehensive closing checklist to all parties following execution of the Commitment Letter. The closing checklist will identify all conditions precedent, deliverables, and action items required to be completed prior to closing, together with the parties responsible for each item and the applicable deadlines.
We encourage the Company to begin preparing for the rating agency presentations and the bank meeting / lender presentation as soon as practicable. In particular, we recommend that the Company work with Stonebridge Advisory Group to finalize the confidential information memorandum and the lender presentation materials well in advance of these dates.
VIII. Enclosures
Enclosed with this letter for your review and use are the following documents:
1. Execution-ready copy of the Commitment Letter (clean), dated February 14, 2025;
2. Execution-ready copy of the Fee Letter (clean), for execution on February 18, 2025;
3. Signature page for the Commitment Letter, for execution by Nexford Industrial Holdings Inc.; and
4. Signature page for the Fee Letter, for execution by Nexford Industrial Holdings Inc.
Please review each document and the corresponding signature page carefully. If you have any questions or note any discrepancies, please contact us immediately so that we may address them prior to execution.
IX. Request for Confirmation
We respectfully request that David Engstrom and Michelle Kaplan confirm, at your earliest convenience:
(a) receipt of this letter and the enclosed documents;
(b) the identity of the authorized officer who will execute the Commitment Letter on behalf of Nexford;
(c) the identity of the authorized officer who will execute the Fee Letter on behalf of Nexford (which we recommend be the same officer, as noted above); and
(d) the anticipated timing of execution of the Commitment Letter today.
Please direct any questions regarding execution mechanics, document content, or the transaction generally to the following members of the C&H deal team:
Claudia Merritt Partner, Banking & Finance Calderwood & Harkness LLP 425 Lexington Avenue, New York, NY 10017 Direct Dial: (212) 558-3740
Email: cmerritt@calderwoodharkness.com
Marcus Leung Lead Associate, Banking & Finance Calderwood & Harkness LLP 425 Lexington Avenue, New York, NY 10017 Direct Dial: (212) 558-4215
Email: mleung@calderwoodharkness.com
We are available throughout the day to assist with the execution process and to address any questions that may arise.
We appreciate the opportunity to represent Nexford Industrial Holdings Inc. in this significant transaction and look forward to working with you through closing.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Claudia Merritt Partner, Banking & Finance
cc (via email):
Ian Blackwood, Esq. — Billing Partner, Calderwood & Harkness LLP
Marcus Leung, Esq. — Lead Associate, Calderwood & Harkness LLP
Priya Mehta — Vice President, Treasury & Corporate Finance, Nexford Industrial Holdings Inc.
Ryan Ostrowski — Principal, Granite Peak Capital Partners, LP
Patricia Voss, Esq. — Kellner Brandt & Associates LLP
Enclosures (4)
Date | Milestone
January 6, 2025 | Granite Peak NIH Holdings, LLC board of directors approved the refinancing and dividend recapitalization
January 13, 2025 | Nexford board of directors approved the refinancing and dividend recapitalization, and adopted resolutions authorizing the execution and delivery of the Commitment Letter, the Fee Letter, and related transaction documents
January 27, 2025 | Mandate letter executed between Nexford and Crescent Harbor
February 5, 2025 | Initial term sheet delivered by Crescent Harbor and Whitfield & Gage LLP
February 10, 2025 | C&H returned a marked term sheet to Whitfield & Gage LLP reflecting Nexford's proposed revisions
February 14, 2025 | Commercial terms substantially agreed; Commitment Letter in execution-ready form
Use | Estimated Amount
Payoff of existing Atlas Meridian first lien term loan (principal) | $875,000,000
Payoff of existing Atlas Meridian first lien term loan (accrued interest) | $4,375,000 (approx.)
Termination of existing $190,000,000 revolving credit facility | $0 (undrawn; commitment to be terminated)
Dividend distribution to Granite Peak NIH Holdings, LLC | $335,000,000
Payment of transaction fees and expenses | $38,625,000 (approx.)
Cash to balance sheet | $147,000,000 (approx.)
Total Sources | $1,400,000,000
Fee / Expense | Estimated Amount
Arrangement fee (Crescent Harbor) | $7,000,000
Original issue discount | $7,000,000
Legal, advisory, rating agency, and other expenses | $24,625,000 (approx.)
Total estimated transaction fees and expenses | $38,625,000 (approx.)
Date | Action Item
February 14, 2025 | Execute the Commitment Letter (today)
February 18, 2025 | Execute the Fee Letter
February 19, 2025 | Rating agency presentations to Keystone Ratings Group, Inc. and Sentinel Credit Analytics, LLC — management participation by James Thornton (CEO) and Michelle Kaplan (CFO) expected
February 24, 2025 | Anticipated receipt of first draft of the definitive credit agreement from Whitfield & Gage LLP
February 27, 2025 | Bank meeting / lender presentation for syndication launch — management participation by James Thornton (CEO) and Michelle Kaplan (CFO) expected
March 28, 2025 | Target closing date for the Facility

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