PRIVILEGED & CONFIDENTIAL

PRIVILEGED & CONFIDENTIAL 
****
$1,400,000,000 Senior Secured Term Loan B
Matter No.: 1005-00001
Prepared by: Marcus Leung, Lead Associate, Banking & Finance
Reviewed by: Claudia Merritt, Responsible Partner, Banking & Finance
Reference Note: This   version reflects   the initial term sheet delivered by Crescent Harbor Bank, N.A. on February 5, 2025. Throughout this document,   This   term sheet should be read in conjunction with the separate Term Sheet Issues List and Negotiation Memorandum, which  
INTRODUCTORY NOTE / INSTRUCTIONS TO READER
This   term sheet has been prepared by Calderwood & Harkness LLP ("C&H") for the benefit of its client, Nexford Industrial Holdings Inc. (the "Borrower" or "Nexford"), in connection with 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").  
**  Format.** All  
Borrower's Counsel Perspective. All   contained herein are made from the perspective of borrower's counsel, on behalf of Nexford Industrial Holdings Inc. and its parent entity, Granite Peak NIH Holdings, LLC. The   reflect C&H's assessment of market-standard terms for sponsor-backed institutional Term Loan B facilities of this size and type, and are informed by recent precedent transactions in the industrial manufacturing sector.
Cross-Reference to Companion Documents. For a detailed analysis of strategic negotiation positions, prioritized discussion of key commercial and legal issues, and recommended approaches for the borrower side, the reader is directed to the separate Term Sheet Issues List and Negotiation Memorandum   That memorandum supplements but does not replace the   contained in this document.
Delivery Instructions. This   version of the term sheet  
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SECTION 1: TRANSACTION OVERVIEW / SUMMARY
1.1 Transaction Description
Transaction: Senior secured Term Loan B facility for the refinancing of existing credit facilities and a dividend recapitalization.
Transaction Type: Refinancing and dividend recapitalization.
Total Facility Amount: $1,400,000,000 (One Billion Four Hundred Million Dollars).
The proceeds of the Facility will be used, together with cash on the balance sheet of the Borrower, to (i) refinance in full the Borrower's existing first lien term loan  and  revolving credit facility  under the Existing Credit Agreement   fund a dividend distribution to the Borrower's direct parent, Granite Peak NIH Holdings, LLC,   pay transaction fees and expenses incurred in connection with the Facility, and   provide cash to the Borrower's balance sheet for general corporate purposes and working capital needs.
1.2 Use of Proceeds
The following table summarizes the anticipated sources and uses of funds in connection with the Transaction:
Sources:
Uses:
1.3 Anticipated Closing Date
Target Closing Date: March 28, 2025.
SECTION 2: PARTIES
2.1 Borrower.  Nexford Industrial Holdings Inc., a corporation organized and existing under the laws of the State of Delaware.
•  Employer Identification Number (EIN): 36-4178552
•  Delaware Secretary of State File Number: 5765432
•  Principal Place of Business / Headquarters: 1400 Industrial Parkway, Schaumburg, Illinois 60173
The Borrower is the sole  borrower under the Facility and the primary obligor with respect to all obligations arising under the Credit Agreement and the other Loan Documents. 
2.2 Holdings / Direct Parent Guarantor
Granite Peak NIH Holdings, LLC, a limited liability company organized and existing under the laws of the State of Delaware.
•  Employer Identification Number (EIN): 85-3291047
•  Delaware Secretary of State File Number: 7234891
•  Registered Agent and Address: c/o Penmark Industries, 1209 Orange Street, Wilmington, Delaware 19801
Holdings is the direct parent entity of the Borrower and holds 100% of the issued and outstanding equity interests of the Borrower. Holdings will serve as a Holdings Guarantor under the Credit Agreement, providing a guarantee of the Borrower's  obligations under the  
2.3 Guarantors (Subsidiary Guarantors)
Each existing and future direct and indirect domestic restricted subsidiary of the Borrower (other than Excluded Subsidiaries) will be required to guarantee all obligations of the Borrower under the Credit Agreement and the other Loan Documents (collectively with Holdings, the "Guarantors"; together with the Borrower, the "Loan Parties").
**Current Subsidiary Guarantors (  entities):**
1.  Nexford Precision Components, Inc. — Delaware corporation
2.  Nexford Engineered Systems, LLC — Delaware limited liability company
3.  Nexford Coatings & Surface Technologies, Inc. — Delaware corporation
4.  Nexford Manufacturing Services, LLC — Illinois limited liability company
5.  Nexford Properties, LLC — Delaware limited liability company
6.  Nexford International Holdings, Inc. — Delaware corporation (CFC holding company)
7.  Clearfield Tool & Die, Inc. — Pennsylvania corporation
8.  Summit Industrial Fabrication Co. — South Carolina corporation
9.  Ridgepoint Specialty Coatings, LLC — Texas limited liability company
10.  Lakeshore Precision Engineering, Inc. — Michigan corporation
Note: The above list reflects the   existing domestic subsidiaries of the Borrower as of the date of this term sheet. One entity in the list, Nexford International Holdings, Inc., is organized as a Delaware corporation but serves as the holding company for the Borrower's Canadian operations and is therefore treated as a controlled foreign corporation ("CFC") holding company for U.S. federal income tax purposes. As a CFC holding company, Nexford International Holdings, Inc. will be a Guarantor, but the pledge of its equity interests in Nexford Canada Holdings ULC will be limited  as described in Section 6 (Collateral / Security Package).
Excluded Entities (Foreign Subsidiaries — Not Guarantors):
•  Nexford Canada Holdings ULC — British Columbia unlimited liability company
•  Nexford Canada Manufacturing, Inc. — Ontario corporation
Foreign subsidiaries are not required to guarantee the obligations under the Facility and are not Loan Parties.
2.4 Private Equity Sponsor
Granite Peak Capital Partners, LP (the "Sponsor"), a limited partnership organized under the laws of the State of Delaware.
•  Principal Office: 600 Steamboat Road, Suite 300, Greenwich, Connecticut 06830
The Sponsor, through its Fund IV vehicle (Granite Peak Capital Fund IV, LP), acquired Nexford Industrial Holdings Inc. in January 2019 for an enterprise value of approximately $1,650,000,000, with an equity investment of approximately $725,000,000. As of the date of this term sheet, the equity interests in Holdings are held as follows:
•  Granite Peak Capital Fund IV, LP: 92%
•  GP Fund IV Co-Invest, LP: 8%
Managing Partners of Granite Peak Capital Partners, LP: Derek Calloway and Vanessa Liu. Deal team lead for the Nexford transaction: Ryan Ostrowski (Principal).
2.5 Administrative Agent / Collateral Agent
Crescent Harbor Bank, N.A., a national banking association organized under the laws of the United States.
•  Address: 320 Federal Street, Boston, Massachusetts 02110
Crescent Harbor Bank, N.A. will serve in the following capacities in connection with the Facility:
(i) Sole lead left arranger and sole bookrunner; (ii) Administrative Agent under the Credit Agreement; and (iii) Collateral Agent under the Security Documents.
Crescent Harbor Deal Team:
•  Elaine Prescott, Managing Director, Leveraged Finance Origination
•  Thomas Nakamura, Director, Loan Syndication
2.6 Joint Lead Arrangers (Anticipated)
In addition to Crescent Harbor Bank, N.A. as sole lead left arranger and sole bookrunner, the following institutions are anticipated to serve as joint lead arrangers with the commitments indicated:
•  Ironwood Capital Markets, LLC — Anticipated commitment: $200,000,000
•  Address: 1100 Avenue of the Americas, New York, New York 10036
•  Northvane Securities, Inc. — Anticipated commitment: $150,000,000
•  Address: 200 South Wacker Drive, Chicago, Illinois 60606
2.7 Arranger's / Agent's Counsel
Whitfield & Gage LLP
•  Lead Partner: Margaret Ashby
•  Working Associate: Jonathan Ferris
•  Address: 51 West 52nd Street, New York, New York 10019
Whitfield & Gage LLP serves as legal counsel to Crescent Harbor Bank, N.A. in its capacities as arranger, administrative agent, and collateral agent.
2.8 Existing Lender Agent (to be Refinanced)
Atlas Meridian Bank, N.A., serving as administrative agent and collateral agent under the Existing Credit Agreement.
•  Address: 500 Liberty Avenue, Pittsburgh, Pennsylvania 15222
•  Contact: Sandra Vickers, Managing Director, Portfolio Management
The Existing Credit Agreement is the Credit Agreement dated as of June 14, 2019 (as amended, restated, supplemented, or otherwise modified from time to time), among Nexford Industrial Holdings Inc., as borrower, the subsidiary guarantors party thereto, Atlas Meridian Bank, N.A., as administrative agent and collateral agent, and the lenders party thereto. The Existing Credit Agreement has been amended by:
•  First Amendment, dated March 20, 2020
•  Second Amendment, dated November 8, 2021
•  Third Amendment, dated April 15, 2023
•  Fourth Amendment, dated September 12, 2024
The Existing Credit Agreement provides for (i) a first lien term loan facility with an original principal amount of $950,000,000 (approximately $875,000,000 currently outstanding after scheduled amortization) and (ii) a revolving credit facility with commitments of $190,000,000 (currently undrawn). All outstanding obligations under the Existing Credit Agreement will be repaid in full, and all commitments thereunder will be terminated, in connection with the closing of the Facility.
Pursuant to the Fourth Amendment dated September 12, 2024, any applicable prepayment premium or call protection on the existing first lien term loan has been waived. Accordingly, no prepayment premium will be payable to Atlas Meridian or the existing lenders in connection with the refinancing.
2.9 Existing Notes Trustee
Pinnacle Trust Company, serving as trustee under the indenture governing the Borrower's outstanding senior unsecured notes.
•  Address: 101 Park Avenue, New York, New York 10178
The Borrower has outstanding $250,000,000 in aggregate principal amount of 7.250% Senior Unsecured Notes due 2028 (the "Senior Unsecured Notes"), issued pursuant to an Indenture dated as of November 8, 2021, between Nexford Industrial Holdings Inc. and Pinnacle Trust Company, as trustee (the "Indenture"). The Senior Unsecured Notes are not being refinanced as part of this transaction and will remain outstanding following the closing of the Facility. The Senior Unsecured Notes are subject to the intercreditor arrangements described in Section 15 of this term sheet.
SECTION 3: FACILITY TERMS
3.1 Facility Type and Amount
Facility Type: Senior secured Term Loan B (institutional term loan).
Facility Amount: $1,400,000,000 (One Billion Four Hundred Million Dollars).
The Facility will be a single-draw term loan funded in full at closing. No delayed draw feature, revolving component, swingline sublimit, or letter of credit sublimit is included as part of this Facility.
3.2 Maturity.  Maturity Date: Seven (7) years from the Closing Date — March 28, 2032.
The entire outstanding principal balance of the Term Loan B, together with all accrued and unpaid interest thereon and all other amounts owing under the Credit Agreement, shall be due and payable in full on the Maturity Date.
3.3 Amortization.  Amortization Rate: 1.00% per annum of the original principal amount of the Facility.
Quarterly Installment Amount: $3,500,000 per quarter ($1,400,000,000 × 1.00% ÷ 4).
First Quarterly Payment Date: June 30, 2025.
Payment Schedule: Equal quarterly installments of $3,500,000, payable on the last business day of each March, June, September, and December, commencing June 30, 2025, with the remaining outstanding principal balance due and payable in full on the Maturity Date.
3.4 Interest Rate
Benchmark Rate: Term SOFR (Secured Overnight Financing Rate, term rate).
Applicable Margin: 400 basis points (4.00%) per annum.
SOFR Floor: 0.75% per annum.
SOFR Credit Spread Adjustment:
•  10 basis points (0.10%) for 1-month Term SOFR
•  15 basis points (0.15%) for 3-month Term SOFR
Interest Periods: 1-month, 3-month, or 6-month (at the Borrower's election). 
Interest Rate Calculation: The interest rate applicable to any interest period shall be the greater of (i) Term SOFR for the applicable interest period (as published by CME Group Benchmark Administration Limited) and (ii) 0.75%, plus the applicable credit spread adjustment, plus the Applicable Margin of 4.00%.
3.5 Default Rate
Upon the occurrence and during the continuance of an Event of Default,  interest on all outstanding obligations under the Credit Agreement shall accrue at a rate equal to 200 basis points (2.00%) per annum above the otherwise applicable interest rate (the "Default Rate"). 
3.6 SOFR Breakage
The Borrower shall indemnify each Lender for any loss, cost, or expense (including, without limitation, any loss of anticipated profits) incurred by such Lender as a result of (i) any prepayment of a Term SOFR loan on a day other than the last day of the applicable interest period, (ii) any failure by the Borrower to borrow on a date specified in a notice of borrowing, or (iii) any failure by the Borrower to prepay on a date specified in a notice of prepayment. 
SECTION 4: FEES
4.1 Arrangement Fee
Amount: 50 basis points (0.50%) on the full Facility amount.
Dollar Amount: $7,000,000 ($1,400,000,000 × 0.50%).
Payable to: Crescent Harbor Bank, N.A.
Timing: Payable in full at closing from the proceeds of the Facility.
The arrangement fee is compensation to Crescent Harbor Bank, N.A. for its services as sole lead left arranger and sole bookrunner in connection with the structuring, arrangement, and syndication of the Facility. 
4.2 Original Issue discount (OID) / Upfront Fee to Lenders
Issue Price: 99.50 (50 basis points OID).
Aggregate OID: $7,000,000 ($1,400,000,000 × 0.50%).
The Term Loan B will be issued at a price of 99.50% of par, resulting in aggregate net proceeds to the Borrower of $1,393,000,000 (before deduction of fees and expenses). The 50 basis point OID represents upfront compensation to participating lenders in the syndicate. 
4.3 Upfront Fee to Participating Lenders
Amount: 100 basis points (1.00%) to participating lenders in the syndication.
4.4 Administrative Agent Fee
An annual administrative agent fee shall be payable to Crescent Harbor Bank, N.A. in its capacity as Administrative Agent and Collateral Agent under the Credit Agreement. 
SECTION 5: PREPAYMENT PROVISIONS
5.1 Voluntary Prepayment
The Borrower may voluntarily prepay the Term Loan B, in whole or in part, at any time and from time to time, at par (100% of the principal amount being prepaid), without premium or penalty.
Exception — Soft Call Premium: A prepayment premium of 1.00% of the principal amount prepaid (the "Soft Call") shall apply to any voluntary prepayment made in connection with a Repricing Transaction occurring within the first six (6) months after the Closing Date.
5.2 Mandatory Prepayments
(a) Excess Cash Flow (ECF) Sweep:
The Borrower shall prepay the Term Loan B in an amount equal to a specified percentage of Excess Cash Flow for each fiscal year, determined as follows:
The Excess Cash Flow sweep shall be tested annually based on audited financial statements for each fiscal year, with the first test applicable to the fiscal year ending December 31, 2025 (which shall be pro rated from the Closing Date). The mandatory prepayment amount, if any, shall be due and payable within ten (10) business days following delivery of the annual audited financial statements and the related compliance certificate.
(b) Asset Sales:
The Borrower shall prepay the Term Loan B in an amount equal to 100% of Net Cash Proceeds from any asset disposition (other than dispositions in the ordinary course of business and dispositions below the de minimis threshold), subject to the following:
Reinvestment Rights: The Borrower shall have the right to reinvest Net Cash Proceeds in assets useful in the Borrower's business (or in permitted acquisitions or capital expenditures) within 365 days following receipt thereof, which period shall be extended to 545 days if the Borrower has entered into a binding commitment to reinvest such proceeds within the initial 365-day period and such reinvestment is completed within such 545-day period.
Annual De Minimis Basket:   per fiscal year. Net Cash Proceeds from asset dispositions that do not exceed   in the aggregate in any fiscal year shall not be subject to mandatory prepayment.
(c) Debt Issuances:
The Borrower shall prepay the Term Loan B in an amount equal to 100% of Net Cash Proceeds from any issuance of indebtedness by the Borrower or any restricted subsidiary that is not otherwise permitted under the Credit Agreement.
(d) Insurance / Condemnation Events:
The Borrower shall prepay the Term Loan B in an amount equal to 100% of Net Cash Proceeds received from insurance or condemnation events, subject to reinvestment rights and a de minimis threshold.
Reinvestment Rights: Same 365/545-day reinvestment period as described above for asset sales.
De Minimis Threshold: $10,000,000.
SECTION 6: COLLATERAL / SECURITY PACKAGE
6.1 Security Interest
The obligations under the Credit Agreement and the other Loan Documents shall be secured by a first-priority perfected security interest (subject only to permitted liens) in substantially all assets of the Borrower and each Guarantor (collectively, the "Collateral"), including without limitation:
(i) Equity Interests: 100% of the equity interests in each direct domestic subsidiary of any Loan Party, and 65% of the voting equity interests and 100% of the non-voting equity interests in each first-tier foreign subsidiary of any Loan Party. In the case of Nexford International Holdings, Inc. (the CFC holding company), the pledge consists of 65% of the voting equity and 100% of the non-voting equity of Nexford Canada Holdings ULC;
(ii) Accounts Receivable: All accounts receivable, health-care-insurance receivables, and payment intangibles of each Loan Party;
(iii) Inventory: All inventory of each Loan Party, including raw materials, work-in-progress, and finished goods;
(iv) Equipment: All machinery, equipment, fixtures, and other tangible personal property of each Loan Party;
(v) intellectual Property: All patents, trademarks, service marks, trade names, copyrights, domain names, and other intellectual property of each Loan Party, together with all associated goodwill and license rights;
(vi) Deposit Accounts and Securities Accounts: All deposit accounts and securities accounts maintained by or for the benefit of each Loan Party;
(vii) General Intangibles: All general intangibles (including contract rights, customer lists, and goodwill) of each Loan Party;
(viii) Real Property: All owned real property of each Loan Party with a fair market value in excess of $10,000,000 per parcel (see Section 6.3 below);
(ix) Intercompany Notes: All material intercompany notes receivable held by any Loan Party; and
(x) Proceeds: All proceeds and products of the foregoing, including insurance proceeds, condemnation awards, and distributions.
6.2 Excluded Assets
Notwithstanding the foregoing, the Collateral shall not include the following categories of assets (collectively, "Excluded Assets"):
•  Motor vehicles and other titled goods with a book value below $250,000 per vehicle or item;
•  Letter of credit rights with a face amount under $1,000,000;
•  Commercial tort claims with a value below $2,500,000 per claim;
•   
6.3 Mortgaged Properties
The following owned real properties of the Loan Parties have a fair market value in excess of the $10,000,000 threshold and will be subject to first-priority mortgage liens in favor of the Collateral Agent for the benefit of the Secured Parties:
Total Appraised Real Property Collateral: $193,000,000
Appraisals have been provided by Greystone Valuation Services, Inc. (engagement partner: Daniel Pritchard, MAI). Title insurance commitments are being procured from Landmark Title Assurance Company.
6.4 Perfection Mechanics
The following perfection steps shall be taken to establish and perfect the Collateral Agent's security interest in the Collateral:
UCC Financing Statements: UCC-1 financing statements shall be prepared, executed, and filed in each applicable jurisdiction against each Loan Party:
•  Delaware Secretary of State (for all Delaware-organized entities)
•  Illinois Secretary of State (for Illinois-organized entities)
•  Pennsylvania Department of State (for Pennsylvania-organized entities)
•  South Carolina Secretary of State (for South Carolina-organized entities)
•  Texas Secretary of State (for Texas-organized entities)
•  Michigan Department of State (for Michigan-organized entities)
Control Agreements: Deposit account control agreements ("DACAs") shall be executed with each depository bank at which any Loan Party maintains a deposit account, and securities account control agreements ("SACAs") shall be executed with each securities intermediary at which any Loan Party maintains a securities account, in each case for perfection by control under Article 9 of the UCC.
Pledged Equity: All certificated equity interests to be pledged shall be delivered to the Collateral Agent together with executed blank stock powers (or undated stock transfer forms). For uncertificated equity interests, appropriate UCC-1 filings and, where applicable, control agreements or issuer acknowledgments shall be obtained.
intellectual Property Filings: An IP security agreement shall be filed with the United States Patent and Trademark Office (for patents and trademarks) and the United States Copyright Office (for copyrights), as applicable, to perfect the Collateral Agent's security interest in registered intellectual property of the Loan Parties.
Mortgages: As described in Section 6.3 above, mortgages (or deeds of trust, as applicable) shall be executed, delivered, and recorded in the applicable county recording offices for each Mortgaged Property.
SECTION 7: FINANCIAL COVENANTS
7.1 Springing Financial Covenant
Covenant: Maximum First Lien Net Leverage Ratio of 5.00 to 1.00 (5.00x).
Testing Frequency: Tested as of the last day of each fiscal quarter, but only when the aggregate principal amount of outstanding  revolving loans (under any revolving credit facility established as part of or as an incremental facility under the Credit Agreement) exceeds   of the total revolving commitments at such time. 
Note: No new revolving credit facility is being established as part of this transaction. The Facility consists solely of the Term Loan B. The springing financial covenant will become applicable only if a revolving credit facility is subsequently added to the Credit Agreement pursuant to the incremental facility provisions described in Section 8.1, and only if  revolving borrowings exceed   of the revolving commitments at the applicable testing date.
7.2 Pro Forma Leverage at Closing
For informational purposes, the pro forma leverage ratios of the Borrower as of the Closing Date (after giving effect to the Transaction) are set forth below:
First Lien Net Leverage Ratio:
($1,400,000,000 first lien term debt – $100,000,000 pro forma unrestricted cash) ÷ $385,000,000 LTM Adjusted EBITDA = 3.377x (rounded to 3.38x)
Total Net Leverage Ratio:
($1,400,000,000 first lien term debt + $250,000,000 senior unsecured notes – $100,000,000 pro forma unrestricted cash) ÷ $385,000,000 LTM Adjusted EBITDA = 4.026x (rounded to 4.03x)
SECTION 8: NEGATIVE COVENANTS
8.1 Limitations on Indebtedness
The Credit Agreement will contain customary limitations on the ability of the Borrower and its restricted subsidiaries to incur, create, assume, or guarantee indebtedness, subject to specified exceptions and baskets consistent with sponsor-backed institutional Term Loan B transactions.
Permitted Indebtedness Baskets:
(i) Incremental Facilities. The Borrower may incur additional incremental term loans and/or revolving credit commitments under the Credit Agreement in an aggregate amount not to exceed the sum of:
•  The greater of $280,000,000 and 100% of LTM Adjusted EBITDA (the "Free-and-Clear Basket"); plus
•  Unlimited amounts, subject to pro forma compliance with a maximum First Lien Net Leverage Ratio of 4.50 to 1.00 (the "Ratio-Based Basket"), calculated on a pro forma basis after giving effect to the incurrence of the incremental indebtedness and the application of the proceeds thereof.
(ii) Capital Leases and Purchase Money Indebtedness. Up to $50,000,000 at any time outstanding.
(iii) General Indebtedness Basket. Up to $35,000,000 at any time outstanding.
(iv) Other Customary Baskets. Including, without limitation, intercompany indebtedness among Loan Parties and between Loan Parties and restricted subsidiaries (subject to subordination provisions for debt owed to non-Loan Party subsidiaries), existing indebtedness scheduled on a closing date schedule, indebtedness under hedging agreements, and other categories customary for transactions of this type.
8.2 Limitations on Liens
The Credit Agreement will contain customary limitations on the ability of the Borrower and its restricted subsidiaries to create, incur, or grant liens on their assets, subject to specified exceptions and baskets. Permitted lien baskets will generally mirror the permitted indebtedness baskets described in Section 8.1.
8.3 Limitations on Restricted Payments
The Credit Agreement will contain customary limitations on the ability of the Borrower and its restricted subsidiaries to declare or make dividends, distributions, and other restricted payments, subject to specified exceptions and baskets.
Permitted Restricted Payment Baskets:
**(i)  ** A cumulative   basket consisting of (a) a starter amount of   plus (b) 50% of cumulative Consolidated Net Income of the Borrower and its restricted subsidiaries, calculated from the first fiscal quarter commencing after the Closing Date (i.e., from Q1 2025 forward).
(ii) Annual General Basket. $25,000,000 per fiscal year.
(iii) Ratio-Based Unlimited Basket. Unlimited restricted payments, subject to pro forma compliance with a maximum Total Net Leverage Ratio of 3.75 to 1.00 (both before and after giving effect to such restricted payment).
8.4 Limitations on Investments
The Credit Agreement will contain customary limitations on the ability of the Borrower and its restricted subsidiaries to make investments (including loans, advances, equity purchases, and similar transactions), subject to specified exceptions and baskets.
8.5 Limitations on Asset Dispositions
The Credit Agreement will contain customary restrictions on the ability of the Borrower and its restricted subsidiaries to sell, transfer, or otherwise dispose of assets, subject to specified exceptions and conditions. Asset dispositions will generally be required to satisfy the following conditions:
•  Fair market value consideration (as reasonably determined by the Board of Directors of the Borrower);
•  At least 75% of the consideration received shall be in the form of cash or Cash Equivalents; and
•  Compliance with the mandatory prepayment provisions described in Section 5.2(b) (subject to reinvestment rights).
8.6 Limitations on Affiliate Transactions
The Credit Agreement will contain customary restrictions on the ability of the Borrower and its restricted subsidiaries to enter into transactions with affiliates (including Granite Peak Capital Partners, LP, its affiliates, and its portfolio companies).
Thresholds:
•  Transactions exceeding $10,000,000 in value: must be on terms no less favorable to the Borrower than would be obtained in a comparable arm's-length transaction with a non-affiliated person.
•  Transactions exceeding $25,000,000 in value: require approval by the Board of Directors of the Borrower (including a majority of disinterested directors).
8.7 Limitations on Fundamental Changes
The Credit Agreement will contain customary restrictions on the ability of the Borrower and its restricted subsidiaries to merge, consolidate, liquidate, or dissolve.
The Borrower must be the surviving entity in any merger or consolidation (or, if the Borrower is not the surviving entity, the successor entity must expressly assume all obligations under the Credit Agreement and the other Loan Documents and the security interests in the Collateral must remain perfected and in full force and effect).
8.8 Limitations on Restrictive Agreements
The Credit Agreement will contain customary restrictions on the ability of the Borrower and its restricted subsidiaries to enter into agreements that restrict the ability of any restricted subsidiary to (i) pay dividends or make other distributions to any Loan Party, (ii) make loans or advances to any Loan Party, or (iii) create liens in favor of the Secured Parties on its assets.
SECTION 9: MOST FAVORED NATION (MFN) PROTECTION
Applicability: Any incremental term loans incurred under the Credit Agreement within the first twelve (12) months following the Closing Date.
MFN Threshold: 50 basis points. If any incremental term loan incurred within the MFN Protection Period is priced at a yield (defined as the applicable margin plus any OID,  amortized over the shorter of the life of the incremental term loan and four years) that exceeds the yield on the initial Term Loan B by more than 50 basis points, then the applicable margin on the initial Term Loan B shall be increased to the level necessary to reduce the yield differential to 50 basis points.
The initial Term Loan B yield for MFN purposes is the Applicable Margin of SOFR + 400 basis points (plus any applicable credit spread adjustment).
SECTION 10: CHANGE OF CONTROL
The Credit Agreement will include a change of control provision, upon the occurrence of which the Administrative Agent (at the direction of the Required Lenders) may declare all outstanding obligations immediately due and payable. A "Change of Control" shall be deemed to have occurred upon:
(i) The acquisition by any person or group (other than the Permitted Holders) of more than   of the total  equity interests of Granite Peak NIH Holdings, LLC (the direct parent of the Borrower);
(ii) The Borrower ceasing to be a  wholly-owned subsidiary of Granite Peak NIH Holdings, LLC; or
(iii) The occurrence of a "change of control" (or similar event) as defined in the Indenture dated November 8, 2021 governing the Senior Unsecured Notes (the cross-trigger to the Pinnacle Trust Company indenture).
Upon the occurrence of a Change of Control, the Administrative Agent shall, at the direction of the Required Lenders, declare all outstanding principal, accrued interest, and other obligations under the Credit Agreement immediately due and payable.
SECTION 11: EVENTS OF DEFAULT
The Credit Agreement will contain customary events of default for institutional Term Loan B transactions, including the following:
(a) Payment Default. Failure to pay principal when due (no grace period). Failure to pay interest or fees when due (subject to a 5 business day grace period).
(b) Representation and Warranty Breach. Any representation or warranty made by any Loan Party in connection with the Credit Agreement or any other Loan Document that proves to have been incorrect in any material respect when made (or deemed made). Subject to materiality qualifications.
(c) Covenant Default. Failure to comply with:
•  Financial covenant: 30-day cure period following delivery of the compliance certificate demonstrating non-compliance;
•  Affirmative covenants: 30-day cure period after notice from the Administrative Agent or knowledge by the Borrower;
•  Negative covenants: No cure period.
**(d)  **   of any other indebtedness of the Borrower or any restricted subsidiary in an aggregate principal amount exceeding  
(e) Judgment Default. Entry of one or more final, non-appealable judgments against the Borrower or any restricted subsidiary in an aggregate amount exceeding   (net of insurance coverage acknowledged by the insurer) that remain undischarged, unbonded, or unstayed for a period of 60 consecutive days.
(f) Bankruptcy / Insolvency. Voluntary or involuntary bankruptcy, insolvency, receivership, or similar proceedings with respect to the Borrower, Holdings, or any material restricted subsidiary. Involuntary proceedings subject to a 60-day dismissal period.
(g) ERISA Events. ERISA Events that, individually or in the aggregate, could reasonably be expected to result in liability to the Loan Parties in excess of $25,000,000.
(h) Invalidity of Loan Documents. Any material provision of any Loan Document ceasing to be in full force and effect, or any Loan Party asserting that any Loan Document is not in full force and effect.
(i) Change of Control. The occurrence of a Change of Control as defined in Section 10.
(j) Lien Priority. The security interest created by the Security Documents ceasing to constitute a valid, perfected, first-priority security interest (subject to permitted liens) in any material portion of the Collateral.
SECTION 12: REPRESENTATIONS AND WARRANTIES
The Credit Agreement will contain customary representations and warranties for institutional Term Loan B transactions, to be made by each Loan Party as of the Closing Date and (with customary bring-down exceptions for representations qualified by Material Adverse Effect) as of each date on which interest is paid or a compliance certificate is delivered:
•  Organization and Good Standing. Each Loan Party is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization and is qualified to do business in each jurisdiction where the nature of its business requires such qualification.
•  Power and Authority. Each Loan Party has the corporate or limited liability company power and authority to execute, deliver, and perform its obligations under the Loan Documents.
•  Due Authorization and Enforceability. The execution, delivery, and performance of the Loan Documents have been duly authorized by all necessary corporate or other action, and the Loan Documents constitute the legal, valid, and binding obligations of each Loan Party, enforceable in accordance with their terms (subject to customary enforceability exceptions).
•  No Conflicts. The execution, delivery, and performance of the Loan Documents do not conflict with or violate any applicable law, any organizational document of any Loan Party, or any material agreement or instrument to which any Loan Party is a party.
•  Financial Statements. The audited consolidated financial statements of the Borrower for the fiscal year ended December 31, 2024 (audited by Ashworth & Kendrick LLP, engagement partner Helen Yamamoto, CPA) and the most recent unaudited quarterly financial statements fairly present in all material respects the financial condition and results of operations of the Borrower and its consolidated subsidiaries as of the dates and for the periods indicated. 
•  No Material Adverse Effect. Since December 31, 2024, there has been no event, circumstance, change, or condition that has had, or could reasonably be expected to have, a Material Adverse Effect.
•  Litigation. There is no pending or, to the knowledge of the Loan Parties, threatened litigation, arbitration, or governmental investigation that could reasonably be expected to have a Material Adverse Effect.
•  Compliance with Laws. Each Loan Party is in compliance with all applicable laws (including environmental laws, ERISA, OFAC regulations, and anti-corruption laws), except where non-compliance could not reasonably be expected to have a Material Adverse Effect.
•  Tax Matters. Each Loan Party has filed all required tax returns and has paid all taxes due and payable, except where failure to file or pay could not reasonably be expected to have a Material Adverse Effect.
•  intellectual Property. Each Loan Party owns or has the right to use all intellectual property necessary for the conduct of its business as currently conducted, except where failure to own or have such rights could not reasonably be expected to have a Material Adverse Effect.
•  Insurance. Each Loan Party maintains insurance in such amounts and covering such risks as are customary for companies engaged in similar businesses and owning similar properties.
•  Solvency. On a consolidated basis, after giving effect to the Transactions, the Borrower and its subsidiaries are Solvent.
•  Sanctions Compliance. No Loan Party, nor any director, officer, or employee of any Loan Party, or, to the knowledge of the Loan Parties, any agent of any Loan Party, is a Sanctioned Person. No proceeds of the Facility will be used, directly or indirectly, in violation of any Sanctions administered by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the U.S. Department of State, the United Nations Security Council, the European Union, or any other relevant governmental authority.
•  Anti-Corruption / Anti-Money Laundering. Each Loan Party is in compliance with all applicable anti-corruption laws (including the U.S. Foreign Corrupt Practices Act) and anti-money laundering laws (including the USA PATRIOT Act and the Bank Secrecy Act). No proceeds of the Facility will be used for any purpose that would violate any such laws.
•  Collateral Matters. Each Loan Party has good and marketable title to (or valid leasehold interests in) its properties and assets, free and clear of all liens other than permitted liens. The security interests created under the Security Documents constitute valid, perfected, first-priority security interests in the Collateral (subject only to permitted liens).
•  Labor and Employment. No Loan Party is a party to any collective bargaining agreement or other labor agreement that could, if breached or terminated, reasonably be expected to have a Material Adverse Effect. There are no strikes, lockouts, or material labor disputes pending or, to the knowledge of the Loan Parties, threatened.
•  Environmental. Each Loan Party is in compliance with all applicable environmental laws, and there are no pending or, to the knowledge of the Loan Parties, threatened environmental claims, investigations, or remediation obligations that could reasonably be expected to have a Material Adverse Effect. Phase I Environmental Site Assessments have been conducted for the Mortgaged Properties by Clearwater Environmental Sciences, Inc. (project manager: Dr. Nathan Foley).
•  Real Property. The Loan Parties have good and marketable fee simple title to each owned Mortgaged Property, subject only to permitted liens. Title commitments have been obtained from Landmark Title Assurance Company with respect to each Mortgaged Property.
SECTION 13: CONDITIONS PRECEDENT TO CLOSING
The funding of the Term Loan B on the Closing Date shall be subject to the satisfaction (or waiver by the Administrative Agent) of the following conditions precedent:
1.  Loan Documents. Execution and delivery of the Credit Agreement, Guarantee Agreement, Security Agreement, Pledge Agreements, and Intercreditor Agreement, each in form and substance reasonably satisfactory to the Administrative Agent.
2.  Legal Opinions. Delivery of legal opinions from:
•  Calderwood & Harkness LLP (New York law enforceability opinion; UCC perfection opinion);
•  Hargrove & Whitmore LLP (Illinois law enforceability and perfection opinion); and
•  Briarcliff Legal Group PA (Delaware entity opinions for all Delaware-organized Loan Parties).
3.  Closing Certificates. Delivery of:
•  Closing certificate signed by an authorized officer of the Borrower;
•  Officer's certificate confirming the accuracy of representations and warranties and the absence of any Default or Event of Default;
•  Solvency certificate signed by Michelle Kaplan, Chief Financial Officer of the Borrower, confirming the solvency of the Borrower and its subsidiaries on a consolidated basis after giving effect to the Transactions;
•  Secretary's certificates for each Loan Party, attaching (a) incumbency certificates for authorized signatories, (b) copies of resolutions of the Board of Directors (or equivalent governing body) authorizing the Transactions, and (c) copies of organizational documents (certificate of incorporation/formation, bylaws/operating agreement) certified by the Secretary or Assistant Secretary.
4.  Good Standing. Good standing certificates (or equivalent) for each Loan Party from its jurisdiction of organization, dated not more than 30 days prior to the Closing Date.
5.  Pro Forma Compliance. Delivery of a pro forma compliance certificate demonstrating (a) a First Lien Net Leverage Ratio of approximately 3.38x and (b) a Total Net Leverage Ratio of approximately 4.03x, in each case calculated after giving effect to the Transactions.
6.  Insurance. Evidence of insurance for each Loan Party, including property and casualty insurance, general liability insurance, and directors and officers insurance, each in accordance with the insurance program reviewed by Vantage Risk Advisors, LLC. Property and casualty insurance provided by Continental Shield Underwriters, Inc. Directors and officers insurance provided by Meridian Specialty Insurance Co. All insurance policies shall name the Collateral Agent as additional insured and/or loss payee, as applicable.
7.  UCC Filings. UCC-1 financing statements prepared and ready for filing (or filed) in each applicable jurisdiction against each Loan Party.
8.  Lien Searches. UCC, tax, and judgment lien search results from each applicable jurisdiction for each Loan Party, confirming the absence of prior liens other than permitted liens.
9.  Payoff Documentation. A payoff letter from Atlas Meridian Bank, N.A. (as administrative agent under the Existing Credit Agreement) confirming (a) the aggregate payoff amount (approximately $879,375,000, consisting of principal, accrued interest, and any other amounts due), (b) the commitment by Atlas Meridian to release all liens on the Collateral upon receipt of such payoff amount, and (c) authorization for the Borrower to file UCC-3 termination statements and other release documentation.
10.  Ratings. Receipt of the following credit ratings:
•  Keystone Ratings Group, Inc.: B1 corporate family rating; B1 facility rating for the Term Loan B;
•  Sentinel Credit Analytics, LLC: B+ corporate credit rating; BB- facility rating for the Term Loan B.
11.  Fees and Expenses. Payment of all fees due and payable on the Closing Date, including (a) the arrangement fee of $7,000,000 to Crescent Harbor, (b) the OID of $7,000,000 (reflected in the 99.50 issue price), (c) legal fees and disbursements of C&H and Whitfield & Gage LLP, and (d) advisory fees and other transaction expenses.
12.  Funds Flow. Execution and delivery of a funds flow memorandum, in form and substance reasonably satisfactory to the Borrower and the Administrative Agent, detailing the application of proceeds on the Closing Date.
13.  KYC/AML. Delivery of all documentation and other information required under applicable "know your customer" and anti-money laundering regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56).
14.  No MAE. No Material Adverse Effect shall have occurred since December 31, 2024.
15.  Representations and Warranties. All  
16.  No Default. No Default or Event of Default shall exist as of the Closing Date, or shall result from the funding of the Term Loan B on the Closing Date.
SECTION 14: AFFIRMATIVE COVENANTS
The Credit Agreement will contain the following customary affirmative covenants applicable to the Borrower and its restricted subsidiaries:
•  Financial Reporting — Annual. Delivery of annual audited consolidated financial statements of the Borrower and its subsidiaries within 90 days after the end of each fiscal year, prepared in accordance with GAAP and audited by Ashworth & Kendrick LLP (or another nationally recognized independent registered public accounting firm). The audit opinion shall be without a "going concern" or like qualification.
•  Financial Reporting — Quarterly. Delivery of unaudited consolidated financial statements of the Borrower and its subsidiaries (balance sheet, income statement, and cash flow statement) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, certified by the Chief Financial Officer of the Borrower.
•  Compliance Certificates. Delivery of an annual compliance certificate, signed by the Chief Financial Officer, concurrently with the delivery of annual and quarterly financial statements, certifying (i) the absence of any Default or Event of Default (or specifying the nature and status thereof), (ii) compliance with the financial covenant (to the extent applicable), and (iii) calculation of the applicable financial ratios.
•  Notices. Prompt notice (in writing) to the Administrative Agent of (i) the occurrence of any Default or Event of Default, (ii) the commencement of any material litigation, arbitration, or governmental proceeding , (iii) any event that has had, or could reasonably be expected to have, a Material Adverse Effect, and (iv) any ERISA Event.
•  Maintenance of Insurance. Maintenance of insurance coverage in such amounts and covering such risks as are customary for companies of comparable size engaged in similar businesses.
•  Maintenance of Properties. Maintenance and preservation of all material properties, equipment, and assets necessary for the conduct of the Borrower's business in good working order and condition, ordinary wear and tear excepted.
•  Compliance with Laws. Compliance with all applicable laws, rules, regulations, and governmental orders, except where non-compliance could not reasonably be expected to have a Material Adverse Effect.
•  Books and Records; Inspection Rights. Maintenance of proper books and records in accordance with GAAP. The Administrative Agent and the Lenders shall have the right to visit and inspect the properties, books, and records of the Borrower and its subsidiaries, and to discuss their affairs and finances with officers and employees of the Borrower, subject to the  
•  Use of Proceeds. Use of proceeds of the Facility solely for the purposes set forth in Section 1.2.
•  Additional Guarantor / Collateral Joinder. Cause each newly formed or newly acquired domestic restricted subsidiary (other than an Excluded Subsidiary) to execute and deliver a joinder to the Guarantee Agreement and the Security Agreement, and to deliver all related Collateral deliverables.
•  OFAC / Sanctions Compliance. Ongoing compliance with all applicable Sanctions.
•  Further Assurances. Execute, deliver, and file such additional documents, instruments, and agreements as may be reasonably requested by the Administrative Agent to carry out the purposes of the Loan Documents and to perfect and protect the security interests in the Collateral.
SECTION 15: INTERCREDITOR ARRANGEMENTS
15.1 First Lien / Unsecured Intercreditor Agreement
An intercreditor agreement (or subordination agreement) shall be entered into between Crescent Harbor Bank, N.A., in its capacity as first lien collateral agent for the benefit of the Secured Parties under the Credit Agreement, and Pinnacle Trust Company, in its capacity as trustee for the holders of the Senior Unsecured Notes due 2028.
The intercreditor agreement shall establish the priority of the first lien secured claims of the Lenders relative to the unsecured claims of the Senior Unsecured Noteholders, and shall address, among other things:
•  The allocation of proceeds from enforcement actions against the Collateral;
•  The relative rights of the first lien secured parties and the unsecured noteholders with respect to the Collateral;
•  Voting and consent rights with respect to amendments, waivers, and modifications of the Credit Agreement and the Indenture;
•  Standstill and enforcement limitations applicable to the unsecured noteholders; and
•  The rights of the Borrower as a third-party beneficiary of certain provisions of the intercreditor agreement.
15.2 Future First Lien / Second Lien Intercreditor Agreement
The Credit Agreement shall include provisions authorizing and directing the Administrative Agent (in its capacity as Collateral Agent) to enter into a first lien / second lien intercreditor agreement on behalf of the Secured Parties if the Borrower subsequently incurs second lien indebtedness (whether as incremental equivalent debt or otherwise).
SECTION 16: ASSIGNMENTS AND PARTICIPATIONS
Assignments by Lenders. Lenders may assign their rights and obligations under the Credit Agreement to eligible assignees, subject to the following conditions:
•  Minimum Assignment Amount: $1,000,000 (or the entire remaining amount of the assigning Lender's commitment/loans, if less than $1,000,000).
•  Administrative Agent Consent: Required for all assignments (not to be unreasonably withheld, conditioned, or delayed).
•  Borrower Consent: Required   (not to be unreasonably withheld, conditioned, or delayed; deemed consent if the Borrower does not object within ten (10) business days after receipt of notice of the proposed assignment).
•  Disqualified Lenders: Assignments to Disqualified Lenders shall be prohibited at all times.
Participations. Lenders may sell participations in their rights and obligations under the Credit Agreement to any person  without restriction, subject to customary limitations on the participant's voting rights (participants may vote only on matters requiring the consent of each affected Lender, such as reductions of principal, extensions of maturity, and releases of all or substantially all Collateral or Guarantors).
Anticipated Identifiers:
•  CUSIP: 65432X AA1
•  LoanX ID: LX-234567
SECTION 17: GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL
Governing Law: The Credit Agreement and the other Loan Documents shall be governed by, and construed in accordance with, the laws of the State of New York (without regard to conflicts of laws principles, other than Section 5-1401 and Section 5-1402 of the New York General Obligations Law).
Jurisdiction: Each party to the Credit Agreement shall submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York and any New York state court sitting in the Borough of Manhattan, New York, New York, for purposes of any legal action or proceeding arising out of or relating to the Credit Agreement or any other Loan Document.
Waiver of Jury Trial: Each party to the Credit Agreement shall irrevocably waive any right to trial by jury in any legal action or proceeding arising out of or relating to the Credit Agreement or any other Loan Document.
SECTION 18: SYNDICATION
18.1 Syndication Strategy
The Facility will be syndicated by Crescent Harbor Bank, N.A. (as sole lead left arranger and sole bookrunner) to a group of institutional term loan investors, CLO vehicles, and other credit funds. The anticipated syndication structure is as follows:
Arranger / Bookrunner and Commitments:
Anticipated Syndicate Participants (Preliminary Indications):
The remaining approximately $400,000,000 of the Facility is expected to be placed through general syndication to institutional investors, CLO vehicles, and other credit market participants.
Key Syndication Dates:
18.2 Syndication Cooperation
SECTION 19: MARKET FLEX
SECTION 20: EBITDA ADD-BACKS AND ADJUSTMENTS
Adjusted EBITDA shall be defined in the Credit Agreement as EBITDA (consolidated net income plus interest expense, income tax expense, depreciation, and amortization) plus Permitted Add-Backs.
LTM Adjusted EBITDA as of December 31, 2024: $385,000,000
The reconciliation of reported EBITDA to Adjusted EBITDA for the twelve-month period ended December 31, 2024 is as follows:
SECTION 21: KEY FINANCIAL METRICS AND CREDIT STATISTICS
The following table summarizes the key financial metrics and credit statistics of the Borrower as of December 31, 2024, on a pro forma basis after giving effect to the Transactions:
Notes on Key Metrics:
The estimated Year 1 cash interest expense of approximately $117,709,000 is calculated based on an assumed average outstanding Term Loan B balance of approximately $1,393,000,000 (reflecting one quarter of amortization at $3,500,000 per quarter) at an assumed all-in interest rate of approximately 8.45% (Term SOFR at 4.35% + 10 bps CSA for 1-month SOFR + 400 bps margin). The actual interest expense will vary with fluctuations in SOFR. However, the SOFR floor of 0.75% establishes an effective minimum all-in interest rate of approximately 4.85% for 1-month interest periods (0.75% floor + 0.10% CSA + 4.00% margin).
The estimated fixed charge coverage ratio of approximately 2.61x provides comfortable coverage of debt service obligations, indicating that the Borrower's unlevered free cash flow is approximately 2.6 times its estimated annual interest expense. This metric does not include scheduled amortization of $14,000,000 per year (1.00% of $1,400,000,000), which, if included, would result in a debt service coverage ratio of approximately 2.33x ($307,000,000 ÷ ($117,709,000 + $14,000,000)).
SECTION 22: NEXFORD BUSINESS OVERVIEW (INFORMATIONAL)
The following business overview is provided for informational purposes and context. It is not a representation or warranty of the Borrower and is included in this   term sheet solely for the reference of the  
Company History. Nexford Industrial Holdings Inc. was founded in 1987 as a single-site precision machining shop serving the aerospace and defense industry. Over the following three decades, the company expanded through a combination of organic growth and strategic bolt-on acquisitions to become a diversified industrial manufacturer with operations spanning precision components, engineered systems, and industrial coatings and surface technologies. The company's growth trajectory accelerated following its acquisition by Granite Peak Capital Partners, LP in January 2019, which provided capital for additional acquisitions and operational improvement initiatives.
Operating Segments. The Borrower operates through three reportable business segments:
•  Precision Components — Approximately 52% of consolidated revenue (~$1,092,000,000). This segment manufactures precision-machined parts, assemblies, and sub-assemblies for the aerospace, defense, medical device, and general industrial end markets. Products include complex machined components made from aluminum, titanium, stainless steel, and specialty alloys, as well as precision-ground parts and fabricated assemblies. Key customers include Tier 1 aerospace and defense contractors and leading medical device OEMs.
•  Engineered Systems — Approximately 31% of consolidated revenue (~$651,000,000). This segment designs and manufactures custom-engineered material handling systems, industrial automation equipment, and specialty machinery for a broad range of industrial end markets, including automotive, food and beverage processing, warehouse logistics, and energy. The segment provides both standard and custom-engineered solutions, along with aftermarket parts and service.
•  Industrial Coatings & Surface Technologies — Approximately 17% of consolidated revenue (~$357,000,000). This segment provides advanced surface treatment and coating services, including thermal spray coatings, electroless nickel plating, anodizing, hard chrome plating, and specialized polymer coatings. The segment serves customers in the oil and gas, power generation, aerospace, and general industrial markets.
Key Operating Statistics:
SECTION 23: SPONSOR INVESTMENT HISTORY
Granite Peak Capital Partners, LP is a private equity firm based in Greenwich, Connecticut with approximately $14.5 billion in assets under management across five institutional buyout funds. The firm focuses on control investments in middle-market industrial, manufacturing, and business services companies.
Nexford Investment Summary:
•  Acquisition Vehicle: Granite Peak Capital Fund IV, LP
•  Acquisition Date: January 2019
•  Enterprise Value at Acquisition: $1,650,000,000
•  Fund IV Equity Investment: Approximately $725,000,000
•  Ownership Structure: 100% of the equity of Granite Peak NIH Holdings, LLC is held by:
•  Granite Peak Capital Fund IV, LP: 92%
•  GP Fund IV Co-Invest, LP: 8%
Capital Returns to Sponsor:
Following the completion of the current Transaction, the Sponsor will have received cumulative distributions of approximately $610,000,000 against its initial equity investment of approximately $725,000,000, representing a return of approximately 84% of invested capital through dividends alone (excluding any future equity value). The remaining unreturned equity of approximately $115,000,000, combined with the enterprise value of the Borrower's ongoing business, represents the Sponsor's residual equity interest in Nexford.
SECTION 24:  
24.1 Summary of   by Priority
The following table summarizes all   contained in this   term sheet, organized by negotiation priority:
HIGH PRIORITY ITEMS
MEDIUM PRIORITY ITEMS
LOW PRIORITY ITEMS
The following  
SIGNATURE / DISTRIBUTION BLOCK
This   term sheet has been prepared by Calderwood & Harkness LLP  
________________________________________
Marcus Leung Lead Associate, Banking & Finance Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017 Direct: (212) 558-3742
Email: marcus.leung@calderwoodharkness.com
Date:  
**Reviewed  by:**
________________________________________
Claudia Merritt Responsible Partner, Banking & Finance Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017 Direct: (212) 558-2190
Email: claudia.merritt@calderwoodharkness.com
Date: 
** **
Calderwood & Harkness LLP | 425 Lexington Avenue | New York, New York 10017
Matter No. 1005-00001
PRIVILEGED & CONFIDENTIAL 
This document contains  
Source | Amount
Senior Secured Term Loan B (this Facility) | $1,400,000,000
Total Sources | $1,400,000,000
Use | Amount
Refinance existing first lien term loan with Atlas Meridian Bank, N.A. (approximately $875,000,000 principal plus approximately $4,375,000 accrued and unpaid interest | $879,375,000
Terminate existing $190,000,000 revolving credit facility  currently $0 drawn | $0
Dividend distribution to Granite Peak NIH Holdings, LLC | $335,000,000
Transaction fees and expenses (arrangement fees, OID, legal fees, advisory fees, and other transaction costs) | $38,625,000
Cash to balance sheet | $147,000,000
Total Uses | $1,400,000,000
First Lien Net Leverage Ratio | ECF Sweep Percentage
Greater than 4.25x | 50%
Less than or equal to 4.25x and greater than 3.50x | 25%
Less than or equal to 3.50x | 0%
No. | Property Address | Description | Appraised FMV | Recording Jurisdiction
1 | 1400 Industrial Parkway, Schaumburg, IL 60173 | Corporate headquarters and primary manufacturing facility | $85,000,000 | Cook County, IL
2 | 2750 Commerce Drive, Rockford, IL 61101 | Precision Components manufacturing plant | $42,000,000 | Winnebago County, IL
3 | 600 Manufacturers Row, Greenville, SC 29607 | Engineered Systems manufacturing plant | $38,000,000 | Greenville County, SC
4 | 9100 Westpark Industrial Boulevard, Houston, TX 77063 | Coatings & Surface Technologies facility | $28,000,000 | Harris County, TX
Institution | Role | Commitment | Target Final Hold
Crescent Harbor Bank, N.A. | Sole Lead Left Arranger & Bookrunner | $1,400,000,000 (initial) | $175,000,000
Ironwood Capital Markets, LLC | Joint Lead Arranger | $200,000,000 | TBD
Northvane Securities, Inc. | Joint Lead Arranger | $150,000,000 | TBD
Participant | Preliminary Commitment
Ridgeline Asset Management, LP | $125,000,000
Halcyon Credit Partners, L