1005-00001 · Nexford Industrial Holdings · Transaction Documents/Credit Agreement

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CREDIT AGREEMENT

dated as of March 28, 2025

among

NEXFORD INDUSTRIAL HOLDINGS INC., a Delaware corporation, as Borrower

THE GUARANTORS PARTY HERETO

THE LENDERS PARTY HERETO

and

CRESCENT HARBOR BANK, N.A., as Administrative Agent and Collateral Agent

with

CRESCENT HARBOR BANK, N.A., as Sole Lead Left Arranger and Bookrunner

IRONWOOD CAPITAL MARKETS, LLC, as Joint Lead Arranger and Bookrunner

NORTHVANE SECURITIES, INC., as Joint Lead Arranger

for a

$1,400,000,000 Senior Secured Term Loan B Facility

Anticipated CUSIP: 65432X AA1 Anticipated LoanX ID: LX-234567

CREDIT AGREEMENT

This CREDIT AGREEMENT, dated as of March 28, 2025, is entered into by and among NEXFORD INDUSTRIAL HOLDINGS INC., a Delaware corporation (the “Borrower”), GRANITE PEAK NIH HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), the Subsidiary Guarantors party hereto from time to time, the several banks, financial institutions and other entities from time to time party hereto as lenders (collectively, the “Lenders”), and CRESCENT HARBOR BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”).

The Borrower has requested that the Lenders provide a senior secured first lien term loan B facility in an aggregate principal amount of $1,400,000,000 on the Closing Date. The proceeds of such facility shall be used, together with cash on hand, to consummate the Transactions, including the Refinancing, the Dividend Recapitalization, the payment of Transaction Costs and the funding of cash to the Borrower’s balance sheet.

The Administrative Agent, the Arrangers and the Lenders are willing to provide such financing on the terms and subject to the conditions set forth herein.

Accordingly, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows:

ARTICLE I — DEFINITIONS AND ACCOUNTING TERMS

Section 1.01 — Defined Terms

As used in this Agreement, the following terms shall have the meanings specified below:

“ABR” means, for any day, a rate per annum equal to the highest of (a) the prime rate of the Administrative Agent in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 0.50%, and (c) Term SOFR for a one-month Interest Period as of such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1.00%; provided that ABR shall in no event be less than 1.75% per annum.

“ABR Loan” means a Loan bearing interest at a rate based upon ABR.

“Acquisition” means any transaction, or any series of related transactions, consummated on or after the Closing Date, by which any Person directly or indirectly (a) acquires any going business or all or substantially all of the assets of any other Person or any division or line of business thereof, whether through purchase of assets, merger or otherwise, or (b) acquires, in one transaction or a series of related transactions, Equity Interests of any other Person representing a majority of the outstanding Equity Interests or the voting power thereof.

“Adjusted EBITDA” means, for any period, Consolidated Net Income of the Borrower and its Restricted Subsidiaries for such period, plus, without duplication, to the extent deducted in determining Consolidated Net Income for such period, (a) consolidated interest expense, (b) provisions for income taxes, (c) depreciation and amortization, (d) Permitted Add-Backs, in each case subject to the limitations, caps and other qualifications set forth herein, and minus, without duplication, non-cash gains to the extent included in determining Consolidated Net Income for such period. Adjusted EBITDA shall be calculated on an LTM basis unless otherwise expressly specified. For reference only, LTM Adjusted EBITDA as of December 31, 2024 was $385,000,000, consisting of $357,000,000 of reported EBITDA plus $28,000,000 in Permitted Add-Backs, comprised of $12,000,000 of acquisition-related costs, $8,500,000 of non-recurring restructuring charges, $4,500,000 of sponsor management fees and $3,000,000 of integration costs.

“Administrative Agent” means Crescent Harbor Bank, N.A., a national banking association, having an office at 320 Federal Street, Boston, Massachusetts 02110, in its capacity as administrative agent under any of the Loan Documents, and its successors in such capacity as provided in Article VIII.

“Administrative Questionnaire” means an administrative questionnaire in a form supplied by the Administrative Agent.

“Affiliate” means, as to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person. For purposes hereof, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of management or policies, whether through ownership of voting securities, by contract or otherwise. Without limiting the foregoing, Granite Peak Capital Partners, LP, Granite Peak Capital Fund IV, LP, GP Fund IV Co-Invest, LP, and their respective Affiliates shall be deemed Affiliates of Holdings and the Borrower.

“Anti-Corruption Laws” means the Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and any other applicable anti-bribery or anti-corruption laws, rules or regulations of any jurisdiction applicable to any Loan Party or any of its Subsidiaries.

“Anti-Money Laundering Laws” means the USA PATRIOT Act, the Bank Secrecy Act, and any other applicable anti-money laundering laws, rules or regulations.

“Applicable Rate” means, with respect to any Term Loan, 4.00% per annum.

“Approved Fund” means any fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Arrangers” means Crescent Harbor Bank, N.A., in its capacity as Sole Lead Left Arranger and Bookrunner, Ironwood Capital Markets, LLC, in its capacity as Joint Lead Arranger and Bookrunner, and Northvane Securities, Inc., in its capacity as Joint Lead Arranger.

“Asset Sale” means any sale, transfer, lease, conveyance or other disposition by the Borrower or any Restricted Subsidiary to any Person other than the Borrower or any Restricted Subsidiary of any asset or property, including any sale and leaseback transaction, any issuance of Equity Interests by any Restricted Subsidiary, and any casualty or condemnation event, in each case whether in one transaction or a series of related transactions; provided that Asset Sale shall not include (a) dispositions of inventory, obsolete equipment, damaged or worn-out property, or cash and Cash Equivalents, in each case in the ordinary course of business, (b) dispositions between or among Loan Parties, (c) licenses, sublicenses, leases or subleases granted in the ordinary course of business and not materially interfering with the conduct of business, (d) any disposition permitted under Section 6.05, and (e) any other customary carve-outs set forth herein. Net Cash Proceeds thereof shall be subject to mandatory prepayment as provided in Section 2.05(b).

“Assignment and Acceptance” means an assignment and acceptance entered into by a Lender and an assignee in substantially the form attached hereto as Exhibit A.

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, any tenor for such Benchmark or payment period for interest calculated with reference to such Benchmark that is or may be used for determining the length of an Interest Period.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“Benchmark” means, initially, Term SOFR; provided that if a Benchmark Transition Event and the related Benchmark Replacement Date have occurred with respect to Term SOFR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.15.

“Benchmark Replacement” means the first alternative set forth in the waterfall in Section 2.15(a).

“Benchmark Replacement Date” means the earliest to occur of the events specified in Section 2.15(a).

“Benchmark Transition Event” has the meaning assigned to such term in Section 2.15(a).

“Borrower” means Nexford Industrial Holdings Inc., a Delaware corporation (EIN: 36-4178552; Delaware File No. 5765432), having its principal office at 1400 Industrial Parkway, Schaumburg, Illinois 60173.

“Borrowing” means a borrowing consisting of simultaneous Loans of the same Type and, in the case of Term SOFR Loans, having the same Interest Period made by the Lenders pursuant to Section 2.01.

“Builder Basket” means, at any date of determination, the sum of (a) $50,000,000 plus (b) 50% of cumulative Consolidated Net Income of the Borrower and its Restricted Subsidiaries for the period commencing with the fiscal quarter ending March 31, 2025 and ending on the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 5.01, in each case on a consolidated basis and without duplication, subject to customary reductions for uses thereof.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in New York City or Boston, Massachusetts are authorized or required by law to close; provided that, with respect to any determination, funding, payment or other matter involving Term SOFR, Business Day shall also exclude any day on which the Securities Industry and Financial Markets Association recommends that its members’ fixed income departments be closed for the entire day for purposes of trading in U.S. government securities.

“Capital Expenditures” means, for any period, all expenditures made, directly or indirectly, by the Borrower and its Restricted Subsidiaries during such period for fixed assets, real property, plant, equipment or capitalized software, or for replacements or substitutions therefor or additions thereto, that have been or should be capitalized on a consolidated balance sheet of the Borrower and its Restricted Subsidiaries prepared in accordance with GAAP. For reference only, LTM Capital Expenditures as of December 31, 2024 were $78,000,000.

“Cash and Cash Equivalents” means cash and cash equivalents of the Borrower and its Restricted Subsidiaries determined in accordance with GAAP. Pro forma Cash and Cash Equivalents as of the Closing Date, after giving effect to the Transactions, are expected to be $100,000,000.

“CFC” means a controlled foreign corporation within the meaning of Section 957 of the Code.

“CFC Holdco” means Nexford International Holdings, Inc., a Delaware corporation, the assets of which consist primarily of Equity Interests in one or more CFCs.

“Change of Control” means the occurrence of any of the following: (a) any Person or group (within the meaning of Sections 13(d) and 14(d) of the Exchange Act), other than one or more Permitted Holders, shall have acquired beneficial ownership, directly or indirectly, of more than 35% of the total voting power of the outstanding Equity Interests of Holdings; (b) the Borrower shall cease to be a direct, wholly-owned Subsidiary of Holdings; or (c) a “change of control” or similar event, however denominated, shall occur under the Existing Senior Unsecured Notes Indenture.

“Closing Certificate” means a certificate substantially in the form of Exhibit E.

“Closing Date” means March 28, 2025.

“CME” means CME Group Benchmark Administration Limited or any successor administrator of the Term SOFR Reference Rate.

“Code” means the Internal Revenue Code of 1986.

“Collateral” means all assets and property of any Loan Party, whether now owned or hereafter acquired, that are or are intended to be subject to a Lien in favor of the Collateral Agent pursuant to the Collateral Documents, as more fully described in the Security Agreement, the Pledge Agreements and the other Collateral Documents.

“Collateral Agent” means Crescent Harbor Bank, N.A., in its capacity as collateral agent for the Secured Parties under the Loan Documents.

“Collateral Documents” means, collectively, the Security Agreement, the Holdings Pledge Agreement, the Borrower Pledge Agreement, the Subsidiary Pledge Agreements, the CFC Holdco Limited Pledge Agreement, the IP Security Agreement, the Deposit Account Control Agreements, the Securities Account Control Agreements, the Mortgages, and each other agreement, instrument or document creating or purporting to create a Lien in favor of the Collateral Agent for the benefit of the Secured Parties.

“Commitment” means, as to each Lender, its obligation to make its Term Loan on the Closing Date in the principal amount set forth opposite its name on Schedule 2.01 or in the Assignment and Acceptance pursuant to which it became a party hereto, as such amount may be adjusted from time to time in accordance with this Agreement.

“Commitment Letter” means that certain commitment letter dated February 14, 2025, among the Borrower, Holdings and Crescent Harbor Bank, N.A.

“Consolidated First Lien Debt” means, as of any date of determination, Consolidated Total Debt of the Borrower and its Restricted Subsidiaries that is secured by a first-priority Lien on any asset of the Borrower or any Restricted Subsidiary, minus unrestricted Cash and Cash Equivalents to the extent permitted by the definition of First Lien Net Leverage Ratio.

“Consolidated Net Income” means, for any period, the net income (or loss) of the Borrower and its Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded therefrom, to the extent otherwise included therein, customary exclusions for extraordinary, unusual or non-recurring gains and losses and other items as are consistent with the pro forma and covenant calculations contemplated hereby.

“Consolidated Total Debt” means, as of any date of determination, all Indebtedness of the Borrower and its Restricted Subsidiaries of the type described in clauses customarily included as debt for borrowed money under GAAP, determined on a consolidated basis.

“Credit Spread Adjustment” means (a) 0.10% per annum for any one-month Interest Period and (b) 0.15% per annum for any three-month Interest Period. For any other Interest Period, the Credit Spread Adjustment shall be such amount as may be customarily determined by the Administrative Agent consistent with prevailing market conventions or, absent such convention, as agreed among the Borrower and the Administrative Agent acting reasonably.

“Daily Simple SOFR” means, for any day, SOFR published on such day for the Business Day immediately preceding such day.

“Default” means any event or condition that, upon notice, lapse of time or both, would constitute an Event of Default.

“Default Rate” means a rate per annum equal to the otherwise applicable interest rate for the relevant Obligation plus 2.00%.

“Defaulting Lender” means any Lender that has failed to fund its portion of any Borrowing when required or that is otherwise a defaulting lender under customary syndicated loan documentation standards as reasonably determined by the Administrative Agent.

“Deposit Account Control Agreement” means any deposit account control agreement in form and substance reasonably satisfactory to the Administrative Agent covering deposit accounts subject to the Liens granted in favor of the Collateral Agent, including those maintained at Crescent Harbor Bank, N.A. and the Borrower’s operating accounts at Redstone National Bank with account numbers ending in -4471, -4472 and -6633.

“Designated Jurisdiction” means any country or territory, to the extent that such country or territory itself is the subject of any comprehensive Sanctions.

“Disqualified Lender” means any competitor of the Borrower or any of its Subsidiaries and any Affiliate thereof that is identified in writing by the Borrower to the Administrative Agent on or prior to the Closing Date, as set forth on Schedule 11.05(e), and any updates thereto delivered from time to time in accordance with this Agreement; provided that any such update shall not apply retroactively to disqualify any Person that has previously acquired an assignment or participation permitted hereunder.

“Dividend Recapitalization” means the distribution of approximately $335,000,000 by the Borrower to Holdings, and by Holdings to its equity holders, on the Closing Date from the proceeds of the Term Loans.

“Division” means the division of the assets, liabilities or obligations of a Person among two or more Persons pursuant to Section 18-217 of the Delaware Limited Liability Company Act or any comparable provision under any other applicable law.

“Dollars” or “$” means lawful money of the United States.

“Domestic Subsidiary” means any Subsidiary that is organized under the laws of the United States, any State thereof or the District of Columbia.

“EEA Financial Institution” means any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority.

“Environmental Laws” means all applicable federal, state, local and foreign laws, rules, regulations, ordinances, codes, directives, judgments, orders and decrees relating to pollution, protection of the environment, human health and safety as they relate to exposure to Hazardous Materials, or the manufacture, use, release, discharge, disposal or cleanup of Hazardous Materials.

“Environmental Liability” means any liability, contingent or otherwise, arising under or relating to any Environmental Law.

“Equity Interests” means shares of capital stock, partnership interests, membership interests, beneficial interests in a trust, or other equity ownership interests of any Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such interest.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“ERISA Event” means any event or condition with respect to a Plan or Multiemployer Plan that could reasonably be expected to result in liability under ERISA or the Code.

“Event of Default” has the meaning assigned to such term in Section 7.01.

“Excess Cash Flow” means, for any fiscal year, an amount equal to Adjusted EBITDA for such fiscal year minus, without duplication, (a) Capital Expenditures to the extent paid in cash, (b) scheduled amortization and cash interest expense paid in cash, (c) taxes paid in cash, (d) increases in Working Capital, (e) Restricted Payments made pursuant to the Builder Basket or other baskets permitted hereunder, and (f) other customary deductions and adjustments to be mutually understood in accordance with market practice for facilities of this type.

“Excess Cash Flow Percentage” means, for any fiscal year, (a) 50% if the First Lien Net Leverage Ratio as of the last day of such fiscal year exceeds 4.25 to 1.00, (b) 25% if the First Lien Net Leverage Ratio as of the last day of such fiscal year is less than or equal to 4.25 to 1.00 but greater than 3.50 to 1.00, and (c) 0% if the First Lien Net Leverage Ratio as of the last day of such fiscal year is less than or equal to 3.50 to 1.00.

“Excluded Assets” means (a) motor vehicles and other assets subject to certificates of title having a book value below $250,000 per vehicle, (b) letter of credit rights with a value of less than $1,000,000, (c) commercial tort claims with a value of less than $2,500,000, and (d) any assets with respect to which the cost, burden, difficulty or consequences of obtaining or perfecting a security interest are excessive in relation to the practical benefit to the Secured Parties, as reasonably determined by the Administrative Agent in consultation with the Borrower.

“Existing Credit Agreement” means that certain Credit Agreement dated as of June 14, 2019, among Nexford Industrial Holdings Inc., as borrower, the guarantors party thereto, Atlas Meridian Bank, N.A., as administrative agent and collateral agent, and the lenders party thereto, as amended by the First Amendment dated March 20, 2020, the Second Amendment dated November 8, 2021, the Third Amendment dated April 15, 2023, and the Fourth Amendment dated September 12, 2024.

“Existing Revolving Credit Facility” means the revolving commitments under the Existing Credit Agreement in the amount of $190,000,000, with no outstanding loans thereunder as of the Closing Date.

“Existing Senior Unsecured Notes” means the 7.250% Senior Unsecured Notes due 2028 in the aggregate principal amount of $250,000,000 issued pursuant to the Existing Senior Unsecured Notes Indenture.

“Existing Senior Unsecured Notes Indenture” means the Indenture dated as of November 8, 2021, among Nexford Industrial Holdings Inc., as issuer, the guarantors party thereto, and Pinnacle Trust Company, as trustee.

“FATCA” means Sections 1471 through 1474 of the Code and any regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code.

“Fee Letter” means the fee letter dated February 18, 2025, between the Borrower and Crescent Harbor Bank, N.A.

“First Lien Net Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated First Lien Debt of the Borrower and its Restricted Subsidiaries as of such date minus unrestricted Cash and Cash Equivalents as of such date to (b) Adjusted EBITDA for the most recently ended Test Period. For reference only, the pro forma First Lien Net Leverage Ratio as of the Closing Date, after giving effect to the Transactions, is approximately 3.38 to 1.00, calculated as (($1,400,000,000 − $100,000,000) ÷ $385,000,000).

“Foreign Subsidiary” means any Subsidiary organized under the laws of a jurisdiction outside the United States, including Nexford Canada Holdings ULC and Nexford Canada Manufacturing, Inc.

“Free-and-Clear Basket” means, as of any date of determination, the greater of (a) $280,000,000 and (b) 100% of LTM Adjusted EBITDA of the Borrower and its Restricted Subsidiaries. As of the Closing Date, 100% of LTM Adjusted EBITDA is approximately $385,000,000.

“GAAP” means generally accepted accounting principles in the United States of America.

“Governmental Authority” means the government of the United States or any other nation, or any political subdivision thereof, whether state, territorial or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, including the SEC, DOJ, FTC, IRS, OFAC, state Secretaries of State and similar bodies.

“Guarantee Agreement” means the Guarantee Agreement dated as of the Closing Date among the Guarantors and the Collateral Agent.

“Guarantors” means Holdings and each Subsidiary Guarantor.

“Holdings” means Granite Peak NIH Holdings, LLC, a Delaware limited liability company, the direct parent and 100% owner of the Borrower.

“Holdings Pledge Agreement” means the pledge agreement dated as of the Closing Date pursuant to which Holdings pledges all of its Equity Interests in the Borrower to the Collateral Agent.

“Incremental Equivalent Debt” has the meaning assigned to such term in Section 2.14(d).

“Incremental Facility” means any incremental term loan facility and/or revolving facility established pursuant to Section 2.14.

“Incremental Term Loan” means any term loan established pursuant to Section 2.14.

“Indebtedness” means, as to any Person, without duplication, all obligations of such Person for borrowed money, obligations evidenced by notes, bonds, debentures or similar instruments, obligations in respect of letters of credit to the extent drawn, capital lease obligations, unreimbursed drawings under letters of credit, and guarantees of the foregoing, in each case as determined in accordance with GAAP and customary market practice.

“Indemnified Taxes” means Taxes other than Excluded Taxes imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document.

“Interest Payment Date” means (a) as to any Term SOFR Loan, the last day of each Interest Period applicable thereto and, in the case of any Interest Period longer than three months, each day that is three months after the commencement of such Interest Period, and (b) as to any ABR Loan, the last Business Day of each March, June, September and December and the Maturity Date.

“Interest Period” means, as to any Term SOFR Loan, the period commencing on the date such Loan is made or continued and ending one, three or six months thereafter, and if agreed by all Lenders, twelve months thereafter, as selected by the Borrower in accordance with this Agreement.

“Intercreditor Agreement” means the First Lien/Unsecured Intercreditor Agreement dated as of the Closing Date among Crescent Harbor Bank, N.A., as First Lien Collateral Agent, Pinnacle Trust Company, as trustee under the Existing Senior Unsecured Notes Indenture, and the Borrower.

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of the purchase or other acquisition of Equity Interests or debt, by way of capital contribution, loan, advance or otherwise, in or to any other Person.

“Lenders” means each financial institution from time to time party hereto as a lender, including Crescent Harbor Bank, N.A., Ironwood Capital Markets, LLC, Northvane Securities, Inc., Ridgeline Asset Management, LP, Halcyon Credit Partners, LLC, Verdant Institutional Investors, LP, Cascadia Loan Fund III, LP, Bluewater Fixed Income Fund, LP, and the other institutions that become party hereto through general syndication or otherwise in accordance with this Agreement.

“Limited Condition Acquisition” means any Acquisition permitted hereunder by the Borrower or any Restricted Subsidiary whose consummation is not conditioned on the availability of, or on obtaining, third-party financing.

“Loan Documents” means this Agreement, the Guarantee Agreement, the Collateral Documents, the Intercreditor Agreement, the Fee Letter and each other certificate, instrument, agreement or document delivered by any Loan Party in connection herewith or therewith.

“Loan Parties” means the Borrower and each Guarantor.

“Loans” means the Term Loans and any Incremental Term Loans, if any.

“Material Adverse Effect” means a material adverse effect on (a) the business, assets, property, liabilities, operations or financial condition of the Borrower and its Restricted Subsidiaries, taken as a whole, (b) the ability of the Loan Parties, taken as a whole, to perform their payment obligations under the Loan Documents, or (c) the validity, enforceability or priority of the Liens purported to be created by the Collateral Documents on the Collateral, taken as a whole.

“Material Real Property” means any owned real property with a fair market value in excess of $10,000,000.

“Maturity Date” means March 28, 2032.

“MFN Protection” or “Most Favored Nation” means the protection afforded to the initial Term Loans pursuant to Section 2.14(b), pursuant to which, if any Incremental Term Loan incurred within the first twelve months after the Closing Date bears an Applicable Rate exceeding the Applicable Rate for the initial Term Loans by more than 50 basis points, then the Applicable Rate for the initial Term Loans shall be increased to equal the Applicable Rate for such Incremental Term Loan minus 50 basis points, subject to the adjustments for OID and upfront fees set forth in Section 2.14(b).

“Mortgaged Properties” means the following owned real properties: (a) 1400 Industrial Parkway, Schaumburg, Illinois 60173, with an appraised value of $85,000,000, (b) 2750 Commerce Drive, Rockford, Illinois 61101, with an appraised value of $42,000,000, (c) 600 Manufacturers Row, Greenville, South Carolina 29607, with an appraised value of $38,000,000, and (d) 9100 Westpark Industrial Boulevard, Houston, Texas 77063, with an appraised value of $28,000,000; the aggregate appraised value of such properties is $193,000,000.

“Mortgages” means the Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing for each Mortgaged Property, to be recorded in Cook County, Illinois, Winnebago County, Illinois, Greenville County, South Carolina and Harris County, Texas, and to be delivered pursuant to Section 3.02 by no later than April 30, 2025.

“Net Cash Proceeds” means, with respect to any event, the cash proceeds actually received by the Borrower or any Restricted Subsidiary from such event, net of reasonable out-of-pocket expenses incurred in connection therewith, taxes paid or reasonably estimated to be payable in connection therewith, and amounts required to be applied to the repayment of Indebtedness secured by a Lien permitted hereunder on the applicable asset and having priority over the Liens securing the Obligations.

“Note” means a promissory note substantially in the form of Exhibit G.

“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan, whether direct or indirect, absolute or contingent, due or to become due, contractual or tortious, liquidated or unliquidated, and whether or not evidenced by any note.

“OFAC” means the Office of Foreign Assets Control of the U.S. Department of the Treasury.

“OID” means original issue discount.

“Organization Documents” means, with respect to any Person, its certificate or articles of incorporation, certificate of formation, certificate of limited partnership, bylaws, limited liability company agreement, partnership agreement or other organizational or governing documents.

“Other Taxes” means all present or future stamp, court, documentary, intangible, recording, filing or similar Taxes that arise from any payment made under any Loan Document or from the execution, delivery, registration, performance or enforcement of any Loan Document.

“Participant” has the meaning assigned to such term in Section 11.05(c).

“Permitted Add-Backs” means, for purposes of Adjusted EBITDA, add-backs for (a) acquisition-related costs, (b) non-recurring restructuring charges, (c) sponsor management fees, (d) integration costs, and (e) other non-cash charges and such other items as are customary for facilities of this type, in each case to the extent permitted hereunder and subject to customary caps, limitations and substantiation requirements.

“Permitted Holders” means Granite Peak Capital Partners, LP, its Affiliates and their respective co-investors, including GP Fund IV Co-Invest, LP, and any fund or entity managed or advised by any of the foregoing.

“Permitted Indebtedness” has the meaning assigned to such term in Section 6.03.

“Permitted Investment” has the meaning assigned to such term in Section 6.07.

“Permitted Liens” means the Liens described in Section 6.02 and on Schedule 6.02.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any employee pension benefit plan covered by Title IV of ERISA or subject to Section 412 of the Code and sponsored, maintained or contributed to by the Borrower or any ERISA Affiliate.

“Platform” means DebtDomain, Thackeray Solutions, SyndTrak or another electronic platform used by the Administrative Agent for distribution of materials to the Lenders.

“Pledge Agreements” means the Holdings Pledge Agreement, the Borrower Pledge Agreement, the Subsidiary Pledge Agreements and the CFC Holdco Limited Pledge Agreement.

“Prime Rate” means the rate of interest per annum publicly announced from time to time by the Administrative Agent as its prime rate.

“Pro Forma Basis” means, with respect to any event, that such event shall be given effect as if it had occurred on the first day of the applicable Test Period, and the financial covenants and ratio calculations shall be recalculated giving effect thereto, including pro forma adjustments and Permitted Add-Backs to the extent permitted by this Agreement.

“Refinancing” means the repayment in full on the Closing Date of the Existing First Lien Term Loan in the aggregate amount of $879,375,000, consisting of $875,000,000 of principal and approximately $4,375,000 of accrued and unpaid interest, and the termination of the Existing Revolving Credit Facility under the Existing Credit Agreement with Atlas Meridian Bank, N.A.

“Refinancing Indebtedness” means any Indebtedness incurred to refinance, renew, refund, replace, extend or defease existing Indebtedness, in each case on customary terms and subject to the limitations set forth herein.

“Register” has the meaning assigned to such term in Section 2.11.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the respective directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and such Person’s Affiliates.

“Repricing Transaction” means any amendment, waiver or other modification to this Agreement or any other Loan Document, or any voluntary prepayment, refinancing, substitution or replacement of all or any portion of the Term Loans with the proceeds of any new or replacement tranche of broadly syndicated term loans, in each case having the primary purpose and effect of reducing the Applicable Rate, interest rate margin or yield payable with respect to the Term Loans; provided that a transaction in connection with a Change of Control, transformational Acquisition or similar strategic event not undertaken principally to achieve such reduction shall not constitute a Repricing Transaction.

“Required Lenders” means, at any time, Lenders holding more than 50% of the aggregate outstanding principal amount of the Term Loans and any Incremental Term Loans then outstanding.

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Restricted Payment” means any dividend or other distribution on account of any Equity Interests of the Borrower or any Restricted Subsidiary, or any payment on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests.

“Restricted Subsidiary” means each Subsidiary of the Borrower other than an Unrestricted Subsidiary.

“Sanctioned Country” means any country or territory that is itself the subject or target of comprehensive Sanctions.

“Sanctioned Person” means (a) any Person listed on the Specially Designated Nationals and blocked Persons List maintained by OFAC, (b) any Person otherwise the subject of applicable Sanctions, or (c) any Person owned or controlled by any such Person.

“Sanctions” means economic or financial sanctions, trade embargoes or other restrictive measures administered, enacted or enforced by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union or His Majesty’s Treasury of the United Kingdom.

“SEC” means the United States Securities and Exchange Commission.

“Secured Overnight Financing Rate” or “SOFR” means the secured overnight financing rate published by the Federal Reserve Bank of New York (or a successor administrator).

“Secured Parties” means the Administrative Agent, the Collateral Agent and each Lender.

“Security Agreement” means the Security Agreement dated as of the Closing Date among the Borrower, the Guarantors and the Collateral Agent.

“SOFR Floor” means 0.75% per annum.

“Solvency Certificate” means a solvency certificate substantially in the form of Exhibit F.

“Solvent” means, with respect to any Person, that as of the date of determination (a) the fair value of the assets of such Person and its Subsidiaries on a consolidated basis exceeds its debts and liabilities, subordinated, contingent or otherwise, (b) the present fair saleable value of the property of such Person and its Subsidiaries on a consolidated basis is greater than the amount that will be required to pay the probable liabilities of such Person and its Subsidiaries on a consolidated basis on their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured, (c) such Person and its Subsidiaries on a consolidated basis are able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, and (d) such Person and its Subsidiaries on a consolidated basis do not have unreasonably small capital with which to conduct the business in which they are engaged as of such date.

“Soft Call Premium” means a prepayment premium equal to 1.00% of the principal amount of the Term Loans so prepaid, payable in connection with a Repricing Transaction occurring within six months after the Closing Date.

“Sponsor” means Granite Peak Capital Partners, LP.

“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company, association or other business entity of which more than 50% of the total voting power of Equity Interests entitled to vote in the election of directors, managers or trustees is at the time owned or controlled, directly or indirectly, by such Person.

“Subsidiary Guarantor” means each existing and future direct and indirect Domestic Subsidiary of the Borrower that is a Guarantor under the Guarantee Agreement; as of the Closing Date, there are 11 such entities.

“Supported QFC” has the meaning assigned to such term in Section 11.18.

“Term Loan” means each term loan made by a Lender pursuant to Section 2.01.

“Term SOFR” means, for any Interest Period, the forward-looking term rate based on SOFR for such Interest Period as published by CME (or a successor administrator), plus the applicable Credit Spread Adjustment, subject in all events to the SOFR Floor.

“Term SOFR Loan” means any Loan bearing interest at a rate based on Term SOFR.

“Test Period” means, for any date of determination, the most recently ended four consecutive fiscal quarters of the Borrower for which financial statements have been delivered pursuant to Section 5.01(a) or (b), as applicable.

“Title Company” means Landmark Title Assurance Company.

“Total Net Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Total Debt of the Borrower and its Restricted Subsidiaries as of such date, including the Existing Senior Unsecured Notes, minus unrestricted Cash and Cash Equivalents as of such date to (b) Adjusted EBITDA for the most recently ended Test Period. For reference only, the pro forma Total Net Leverage Ratio as of the Closing Date is approximately 4.03 to 1.00, calculated as (($1,400,000,000 + $250,000,000 − $100,000,000) ÷ $385,000,000).

“Transactions” means, collectively, (a) the execution, delivery and performance of the Loan Documents, (b) the making of the Term Loans on the Closing Date, (c) the Refinancing, (d) the Dividend Recapitalization, and (e) the payment of Transaction Costs.

“Transaction Costs” means approximately $38,625,000, consisting of arrangement fees of $7,000,000, OID of $7,000,000 and legal, advisory, rating agency and other fees and expenses of approximately $24,625,000.

“Type” means, with respect to any Loan, its character as an ABR Loan or a Term SOFR Loan.

“UCC” means the Uniform Commercial Code as in effect from time to time in the applicable jurisdiction.

“UK Financial Institution” means any BRRD Undertaking or any person subject to UK Bail-In Legislation.

“Unrestricted Subsidiary” means any Subsidiary designated by the Borrower as an unrestricted subsidiary in accordance with the terms of this Agreement and not otherwise prohibited hereby.

“USA PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001.

“Working Capital” means current assets minus current liabilities, excluding cash and Cash Equivalents, short-term Indebtedness and any other items customarily excluded in syndicated credit agreements.

Section 1.02 — Other Interpretive Provisions

With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(b) The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”

(d) References to “Sections,” “Articles,” “Schedules” and “Exhibits” are to Sections and Articles of, and Schedules and Exhibits to, this Agreement unless otherwise specified.

(e) Any reference to an agreement, instrument or document shall be construed as a reference to such agreement, instrument or document as from time to time amended, supplemented, restated, refinanced, replaced or otherwise modified to the extent permitted hereby.

(f) Any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law.

(g) Headings and captions are included for convenience of reference only and shall not affect the interpretation of this Agreement.

(h) References to the “knowledge” of any Loan Party shall mean the actual knowledge, after reasonable inquiry, of the executive officers of such Loan Party.

(i) References to a “material adverse effect” shall mean a Material Adverse Effect.

(j) Any reference to a Subsidiary shall, unless the context otherwise requires, mean a direct or indirect Subsidiary.

(k) In the event of any conflict between the terms of this Agreement and any schedule or exhibit hereto, the terms of this Agreement shall control unless such schedule or exhibit expressly states otherwise.

Section 1.03 — Accounting Terms

Except as otherwise expressly provided herein, all accounting terms not specifically defined herein shall be construed, and all financial data required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect on the Closing Date. The Borrower may elect, by written notice to the Administrative Agent, to apply “frozen GAAP” for purposes of any financial covenant or ratio hereunder following any change in GAAP that would otherwise materially affect the computation thereof, until such time as the Borrower and the Administrative Agent agree on appropriate amendments. For all purposes hereunder, the treatment of operating leases and finance leases shall be as determined under GAAP as in effect on the Closing Date, notwithstanding any future changes thereto.

Section 1.04 — Rounding

Any financial ratios required to be maintained by the Borrower or otherwise calculated pursuant to this Agreement shall be calculated by carrying the result to two decimal places, with the third decimal place rounded up or down, as the case may be, in accordance with standard mathematical practice.

Section 1.05 — Times of Day

Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

Section 1.06 — Letter of Credit Amounts

Reserved.

CREDIT AGREEMENT
dated as of March 28, 2025
among
NEXFORD INDUSTRIAL HOLDINGS INC., a Delaware corporation, as Borrower
THE GUARANTORS PARTY HERETO
THE LENDERS PARTY HERETO
and
CRESCENT HARBOR BANK, N.A., as Administrative Agent and Collateral Agent
with
CRESCENT HARBOR BANK, N.A., as Sole Lead Left Arranger and Bookrunner
IRONWOOD CAPITAL MARKETS, LLC, as Joint Lead Arranger and Bookrunner
NORTHVANE SECURITIES, INC., as Joint Lead Arranger
for a
$1,400,000,000 Senior Secured Term Loan B Facility
Anticipated CUSIP: 65432X AA1 Anticipated LoanX ID: LX-234567
CREDIT AGREEMENT
This CREDIT AGREEMENT, dated as of March 28, 2025, is entered into by and among NEXFORD INDUSTRIAL HOLDINGS INC., a Delaware corporation (the “Borrower”), GRANITE PEAK NIH HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), the Subsidiary Guarantors party hereto from time to time, the several banks, financial institutions and other entities from time to time party hereto as lenders (collectively, the “Lenders”), and CRESCENT HARBOR BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”).
The Borrower has requested that the Lenders provide a senior secured first lien term loan B facility in an aggregate principal amount of $1,400,000,000 on the Closing Date. The proceeds of such facility shall be used, together with cash on hand, to consummate the Transactions, including the Refinancing, the Dividend Recapitalization, the payment of Transaction Costs and the funding of cash to the Borrower’s balance sheet.
The Administrative Agent, the Arrangers and the Lenders are willing to provide such financing on the terms and subject to the conditions set forth herein.
Accordingly, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows:
ARTICLE I — DEFINITIONS AND ACCOUNTING TERMS
Section 1.01 — Defined Terms
As used in this Agreement, the following terms shall have the meanings specified below:
“ABR” means, for any day, a rate per annum equal to the highest of (a) the prime rate of the Administrative Agent in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 0.50%, and (c) Term SOFR for a one-month Interest Period as of such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1.00%; provided that ABR shall in no event be less than 1.75% per annum.
“ABR Loan” means a Loan bearing interest at a rate based upon ABR.
“Acquisition” means any transaction, or any series of related transactions, consummated on or after the Closing Date, by which any Person directly or indirectly (a) acquires any going business or all or substantially all of the assets of any other Person or any division or line of business thereof, whether through purchase of assets, merger or otherwise, or (b) acquires, in one transaction or a series of related transactions, Equity Interests of any other Person representing a majority of the outstanding Equity Interests or the voting power thereof.
“Adjusted EBITDA” means, for any period, Consolidated Net Income of the Borrower and its Restricted Subsidiaries for such period, plus, without duplication, to the extent deducted in determining Consolidated Net Income for such period, (a) consolidated interest expense, (b) provisions for income taxes, (c) depreciation and amortization, (d) Permitted Add-Backs, in each case subject to the limitations, caps and other qualifications set forth herein, and minus, without duplication, non-cash gains to the extent included in determining Consolidated Net Income for such period. Adjusted EBITDA shall be calculated on an LTM basis unless otherwise expressly specified. For reference only, LTM Adjusted EBITDA as of December 31, 2024 was $385,000,000, consisting of $357,000,000 of reported EBITDA plus $28,000,000 in Permitted Add-Backs, comprised of $12,000,000 of acquisition-related costs, $8,500,000 of non-recurring restructuring charges, $4,500,000 of sponsor management fees and $3,000,000 of integration costs.
“Administrative Agent” means Crescent Harbor Bank, N.A., a national banking association, having an office at 320 Federal Street, Boston, Massachusetts 02110, in its capacity as administrative agent under any of the Loan Documents, and its successors in such capacity as provided in Article VIII.
“Administrative Questionnaire” means an administrative questionnaire in a form supplied by the Administrative Agent.
“Affiliate” means, as to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person. For purposes hereof, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of management or policies, whether through ownership of voting securities, by contract or otherwise. Without limiting the foregoing, Granite Peak Capital Partners, LP, Granite Peak Capital Fund IV, LP, GP Fund IV Co-Invest, LP, and their respective Affiliates shall be deemed Affiliates of Holdings and the Borrower.
“Anti-Corruption Laws” means the Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and any other applicable anti-bribery or anti-corruption laws, rules or regulations of any jurisdiction applicable to any Loan Party or any of its Subsidiaries.
“Anti-Money Laundering Laws” means the USA PATRIOT Act, the Bank Secrecy Act, and any other applicable anti-money laundering laws, rules or regulations.
“Applicable Rate” means, with respect to any Term Loan, 4.00% per annum.
“Approved Fund” means any fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.
“Arrangers” means Crescent Harbor Bank, N.A., in its capacity as Sole Lead Left Arranger and Bookrunner, Ironwood Capital Markets, LLC, in its capacity as Joint Lead Arranger and Bookrunner, and Northvane Securities, Inc., in its capacity as Joint Lead Arranger.
“Asset Sale” means any sale, transfer, lease, conveyance or other disposition by the Borrower or any Restricted Subsidiary to any Person other than the Borrower or any Restricted Subsidiary of any asset or property, including any sale and leaseback transaction, any issuance of Equity Interests by any Restricted Subsidiary, and any casualty or condemnation event, in each case whether in one transaction or a series of related transactions; provided that Asset Sale shall not include (a) dispositions of inventory, obsolete equipment, damaged or worn-out property, or cash and Cash Equivalents, in each case in the ordinary course of business, (b) dispositions between or among Loan Parties, (c) licenses, sublicenses, leases or subleases granted in the ordinary course of business and not materially interfering with the conduct of business, (d) any disposition permitted under Section 6.05, and (e) any other customary carve-outs set forth herein. Net Cash Proceeds thereof shall be subject to mandatory prepayment as provided in Section 2.05(b).
“Assignment and Acceptance” means an assignment and acceptance entered into by a Lender and an assignee in substantially the form attached hereto as Exhibit A.
“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, any tenor for such Benchmark or payment period for interest calculated with reference to such Benchmark that is or may be used for determining the length of an Interest Period.
“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.
“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.
“Benchmark” means, initially, Term SOFR; provided that if a Benchmark Transition Event and the related Benchmark Replacement Date have occurred with respect to Term SOFR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.15.
“Benchmark Replacement” means the first alternative set forth in the waterfall in Section 2.15(a).
“Benchmark Replacement Date” means the earliest to occur of the events specified in Section 2.15(a).
“Benchmark Transition Event” has the meaning assigned to such term in Section 2.15(a).
“Borrower” means Nexford Industrial Holdings Inc., a Delaware corporation (EIN: 36-4178552; Delaware File No. 5765432), having its principal office at 1400 Industrial Parkway, Schaumburg, Illinois 60173.
“Borrowing” means a borrowing consisting of simultaneous Loans of the same Type and, in the case of Term SOFR Loans, having the same Interest Period made by the Lenders pursuant to Section 2.01.
“Builder Basket” means, at any date of determination, the sum of (a) $50,000,000 plus (b) 50% of cumulative Consolidated Net Income of the Borrower and its Restricted Subsidiaries for the period commencing with the fiscal quarter ending March 31, 2025 and ending on the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 5.01, in each case on a consolidated basis and without duplication, subject to customary reductions for uses thereof.
“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in New York City or Boston, Massachusetts are authorized or required by law to close; provided that, with respect to any determination, funding, payment or other matter involving Term SOFR, Business Day shall also exclude any day on which the Securities Industry and Financial Markets Association recommends that its members’ fixed income departments be closed for the entire day for purposes of trading in U.S. government securities.
“Capital Expenditures” means, for any period, all expenditures made, directly or indirectly, by the Borrower and its Restricted Subsidiaries during such period for fixed assets, real property, plant, equipment or capitalized software, or for replacements or substitutions therefor or additions thereto, that have been or should be capitalized on a consolidated balance sheet of the Borrower and its Restricted Subsidiaries prepared in accordance with GAAP. For reference only, LTM Capital Expenditures as of December 31, 2024 were $78,000,000.
“Cash and Cash Equivalents” means cash and cash equivalents of the Borrower and its Restricted Subsidiaries determined in accordance with GAAP. Pro forma Cash and Cash Equivalents as of the Closing Date, after giving effect to the Transactions, are expected to be $100,000,000.
“CFC” means a controlled foreign corporation within the meaning of Section 957 of the Code.
“CFC Holdco” means Nexford International Holdings, Inc., a Delaware corporation, the assets of which consist primarily of Equity Interests in one or more CFCs.
“Change of Control” means the occurrence of any of the following: (a) any Person or group (within the meaning of Sections 13(d) and 14(d) of the Exchange Act), other than one or more Permitted Holders, shall have acquired beneficial ownership, directly or indirectly, of more than 35% of the total voting power of the outstanding Equity Interests of Holdings; (b) the Borrower shall cease to be a direct, wholly-owned Subsidiary of Holdings; or (c) a “change of control” or similar event, however denominated, shall occur under the Existing Senior Unsecured Notes Indenture.
“Closing Certificate” means a certificate substantially in the form of Exhibit E.
“Closing Date” means March 28, 2025.
“CME” means CME Group Benchmark Administration Limited or any successor administrator of the Term SOFR Reference Rate.
“Code” means the Internal Revenue Code of 1986.
“Collateral” means all assets and property of any Loan Party, whether now owned or hereafter acquired, that are or are intended to be subject to a Lien in favor of the Collateral Agent pursuant to the Collateral Documents, as more fully described in the Security Agreement, the Pledge Agreements and the other Collateral Documents.
“Collateral Agent” means Crescent Harbor Bank, N.A., in its capacity as collateral agent for the Secured Parties under the Loan Documents.
“Collateral Documents” means, collectively, the Security Agreement, the Holdings Pledge Agreement, the Borrower Pledge Agreement, the Subsidiary Pledge Agreements, the CFC Holdco Limited Pledge Agreement, the IP Security Agreement, the Deposit Account Control Agreements, the Securities Account Control Agreements, the Mortgages, and each other agreement, instrument or document creating or purporting to create a Lien in favor of the Collateral Agent for the benefit of the Secured Parties.
“Commitment” means, as to each Lender, its obligation to make its Term Loan on the Closing Date in the principal amount set forth opposite its name on Schedule 2.01 or in the Assignment and Acceptance pursuant to which it became a party hereto, as such amount may be adjusted from time to time in accordance with this Agreement.
“Commitment Letter” means that certain commitment letter dated February 14, 2025, among the Borrower, Holdings and Crescent Harbor Bank, N.A.
“Consolidated First Lien Debt” means, as of any date of determination, Consolidated Total Debt of the Borrower and its Restricted Subsidiaries that is secured by a first-priority Lien on any asset of the Borrower or any Restricted Subsidiary, minus unrestricted Cash and Cash Equivalents to the extent permitted by the definition of First Lien Net Leverage Ratio.
“Consolidated Net Income” means, for any period, the net income (or loss) of the Borrower and its Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded therefrom, to the extent otherwise included therein, customary exclusions for extraordinary, unusual or non-recurring gains and losses and other items as are consistent with the pro forma and covenant calculations contemplated hereby.
“Consolidated Total Debt” means, as of any date of determination, all Indebtedness of the Borrower and its Restricted Subsidiaries of the type described in clauses customarily included as debt for borrowed money under GAAP, determined on a consolidated basis.
“Credit Spread Adjustment” means (a) 0.10% per annum for any one-month Interest Period and (b) 0.15% per annum for any three-month Interest Period. For any other Interest Period, the Credit Spread Adjustment shall be such amount as may be customarily determined by the Administrative Agent consistent with prevailing market conventions or, absent such convention, as agreed among the Borrower and the Administrative Agent acting reasonably.
“Daily Simple SOFR” means, for any day, SOFR published on such day for the Business Day immediately preceding such day.
“Default” means any event or condition that, upon notice, lapse of time or both, would constitute an Event of Default.
“Default Rate” means a rate per annum equal to the otherwise applicable interest rate for the relevant Obligation plus 2.00%.
“Defaulting Lender” means any Lender that has failed to fund its portion of any Borrowing when required or that is otherwise a defaulting lender under customary syndicated loan documentation standards as reasonably determined by the Administrative Agent.
“Deposit Account Control Agreement” means any deposit account control agreement in form and substance reasonably satisfactory to the Administrative Agent covering deposit accounts subject to the Liens granted in favor of the Collateral Agent, including those maintained at Crescent Harbor Bank, N.A. and the Borrower’s operating accounts at Redstone National Bank with account numbers ending in -4471, -4472 and -6633.
“Designated Jurisdiction” means any country or territory, to the extent that such country or territory itself is the subject of any comprehensive Sanctions.
“Disqualified Lender” means any competitor of the Borrower or any of its Subsidiaries and any Affiliate thereof that is identified in writing by the Borrower to the Administrative Agent on or prior to the Closing Date, as set forth on Schedule 11.05(e), and any updates thereto delivered from time to time in accordance with this Agreement; provided that any such update shall not apply retroactively to disqualify any Person that has previously acquired an assignment or participation permitted hereunder.
“Dividend Recapitalization” means the distribution of approximately $335,000,000 by the Borrower to Holdings, and by Holdings to its equity holders, on the Closing Date from the proceeds of the Term Loans.
“Division” means the division of the assets, liabilities or obligations of a Person among two or more Persons pursuant to Section 18-217 of the Delaware Limited Liability Company Act or any comparable provision under any other applicable law.
“Dollars” or “$” means lawful money of the United States.
“Domestic Subsidiary” means any Subsidiary that is organized under the laws of the United States, any State thereof or the District of Columbia.
“EEA Financial Institution” means any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority.
“Environmental Laws” means all applicable federal, state, local and foreign laws, rules, regulations, ordinances, codes, directives, judgments, orders and decrees relating to pollution, protection of the environment, human health and safety as they relate to exposure to Hazardous Materials, or the manufacture, use, release, discharge, disposal or cleanup of Hazardous Materials.
“Environmental Liability” means any liability, contingent or otherwise, arising under or relating to any Environmental Law.
“Equity Interests” means shares of capital stock, partnership interests, membership interests, beneficial interests in a trust, or other equity ownership interests of any Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such interest.
“ERISA” means the Employee Retirement Income Security Act of 1974.
“ERISA Event” means any event or condition with respect to a Plan or Multiemployer Plan that could reasonably be expected to result in liability under ERISA or the Code.
“Event of Default” has the meaning assigned to such term in Section 7.01.
“Excess Cash Flow” means, for any fiscal year, an amount equal to Adjusted EBITDA for such fiscal year minus, without duplication, (a) Capital Expenditures to the extent paid in cash, (b) scheduled amortization and cash interest expense paid in cash, (c) taxes paid in cash, (d) increases in Working Capital, (e) Restricted Payments made pursuant to the Builder Basket or other baskets permitted hereunder, and (f) other customary deductions and adjustments to be mutually understood in accordance with market practice for facilities of this type.
“Excess Cash Flow Percentage” means, for any fiscal year, (a) 50% if the First Lien Net Leverage Ratio as of the last day of such fiscal year exceeds 4.25 to 1.00, (b) 25% if the First Lien Net Leverage Ratio as of the last day of such fiscal year is less than or equal to 4.25 to 1.00 but greater than 3.50 to 1.00, and (c) 0% if the First Lien Net Leverage Ratio as of the last day of such fiscal year is less than or equal to 3.50 to 1.00.
“Excluded Assets” means (a) motor vehicles and other assets subject to certificates of title having a book value below $250,000 per vehicle, (b) letter of credit rights with a value of less than $1,000,000, (c) commercial tort claims with a value of less than $2,500,000, and (d) any assets with respect to which the cost, burden, difficulty or consequences of obtaining or perfecting a security interest are excessive in relation to the practical benefit to the Secured Parties, as reasonably determined by the Administrative Agent in consultation with the Borrower.
“Existing Credit Agreement” means that certain Credit Agreement dated as of June 14, 2019, among Nexford Industrial Holdings Inc., as borrower, the guarantors party thereto, Atlas Meridian Bank, N.A., as administrative agent and collateral agent, and the lenders party thereto, as amended by the First Amendment dated March 20, 2020, the Second Amendment dated November 8, 2021, the Third Amendment dated April 15, 2023, and the Fourth Amendment dated September 12, 2024.
“Existing Revolving Credit Facility” means the revolving commitments under the Existing Credit Agreement in the amount of $190,000,000, with no outstanding loans thereunder as of the Closing Date.
“Existing Senior Unsecured Notes” means the 7.250% Senior Unsecured Notes due 2028 in the aggregate principal amount of $250,000,000 issued pursuant to the Existing Senior Unsecured Notes Indenture.
“Existing Senior Unsecured Notes Indenture” means the Indenture dated as of November 8, 2021, among Nexford Industrial Holdings Inc., as issuer, the guarantors party thereto, and Pinnacle Trust Company, as trustee.
“FATCA” means Sections 1471 through 1474 of the Code and any regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code.
“Fee Letter” means the fee letter dated February 18, 2025, between the Borrower and Crescent Harbor Bank, N.A.
“First Lien Net Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated First Lien Debt of the Borrower and its Restricted Subsidiaries as of such date minus unrestricted Cash and Cash Equivalents as of such date to (b) Adjusted EBITDA for the most recently ended Test Period. For reference only, the pro forma First Lien Net Leverage Ratio as of the Closing Date, after giving effect to the Transactions, is approximately 3.38 to 1.00, calculated as (($1,400,000,000 − $100,000,000) ÷ $385,000,000).
“Foreign Subsidiary” means any Subsidiary organized under the laws of a jurisdiction outside the United States, including Nexford Canada Holdings ULC and Nexford Canada Manufacturing, Inc.
“Free-and-Clear Basket” means, as of any date of determination, the greater of (a) $280,000,000 and (b) 100% of LTM Adjusted EBITDA of the Borrower and its Restricted Subsidiaries. As of the Closing Date, 100% of LTM Adjusted EBITDA is approximately $385,000,000.
“GAAP” means generally accepted accounting principles in the United States of America.
“Governmental Authority” means the government of the United States or any other nation, or any political subdivision thereof, whether state, territorial or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, including the SEC, DOJ, FTC, IRS, OFAC, state Secretaries of State and similar bodies.
“Guarantee Agreement” means the Guarantee Agreement dated as of the Closing Date among the Guarantors and the Collateral Agent.
“Guarantors” means Holdings and each Subsidiary Guarantor.
“Holdings” means Granite Peak NIH Holdings, LLC, a Delaware limited liability company, the direct parent and 100% owner of the Borrower.
“Holdings Pledge Agreement” means the pledge agreement dated as of the Closing Date pursuant to which Holdings pledges all of its Equity Interests in the Borrower to the Collateral Agent.
“Incremental Equivalent Debt” has the meaning assigned to such term in Section 2.14(d).
“Incremental Facility” means any incremental term loan facility and/or revolving facility established pursuant to Section 2.14.
“Incremental Term Loan” means any term loan established pursuant to Section 2.14.
“Indebtedness” means, as to any Person, without duplication, all obligations of such Person for borrowed money, obligations evidenced by notes, bonds, debentures or similar instruments, obligations in respect of letters of credit to the extent drawn, capital lease obligations, unreimbursed drawings under letters of credit, and guarantees of the foregoing, in each case as determined in accordance with GAAP and customary market practice.
“Indemnified Taxes” means Taxes other than Excluded Taxes imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document.
“Interest Payment Date” means (a) as to any Term SOFR Loan, the last day of each Interest Period applicable thereto and, in the case of any Interest Period longer than three months, each day that is three months after the commencement of such Interest Period, and (b) as to any ABR Loan, the last Business Day of each March, June, September and December and the Maturity Date.
“Interest Period” means, as to any Term SOFR Loan, the period commencing on the date such Loan is made or continued and ending one, three or six months thereafter, and if agreed by all Lenders, twelve months thereafter, as selected by the Borrower in accordance with this Agreement.
“Intercreditor Agreement” means the First Lien/Unsecured Intercreditor Agreement dated as of the Closing Date among Crescent Harbor Bank, N.A., as First Lien Collateral Agent, Pinnacle Trust Company, as trustee under the Existing Senior Unsecured Notes Indenture, and the Borrower.
“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of the purchase or other acquisition of Equity Interests or debt, by way of capital contribution, loan, advance or otherwise, in or to any other Person.
“Lenders” means each financial institution from time to time party hereto as a lender, including Crescent Harbor Bank, N.A., Ironwood Capital Markets, LLC, Northvane Securities, Inc., Ridgeline Asset Management, LP, Halcyon Credit Partners, LLC, Verdant Institutional Investors, LP, Cascadia Loan Fund III, LP, Bluewater Fixed Income Fund, LP, and the other institutions that become party hereto through general syndication or otherwise in accordance with this Agreement.
“Limited Condition Acquisition” means any Acquisition permitted hereunder by the Borrower or any Restricted Subsidiary whose consummation is not conditioned on the availability of, or on obtaining, third-party financing.
“Loan Documents” means this Agreement, the Guarantee Agreement, the Collateral Documents, the Intercreditor Agreement, the Fee Letter and each other certificate, instrument, agreement or document delivered by any Loan Party in connection herewith or therewith.
“Loan Parties” means the Borrower and each Guarantor.
“Loans” means the Term Loans and any Incremental Term Loans, if any.
“Material Adverse Effect” means a material adverse effect on (a) the business, assets, property, liabilities, operations or financial condition of the Borrower and its Restricted Subsidiaries, taken as a whole, (b) the ability of the Loan Parties, taken as a whole, to perform their payment obligations under the Loan Documents, or (c) the validity, enforceability or priority of the Liens purported to be created by the Collateral Documents on the Collateral, taken as a whole.
“Material Real Property” means any owned real property with a fair market value in excess of $10,000,000.
“Maturity Date” means March 28, 2032.
“MFN Protection” or “Most Favored Nation” means the protection afforded to the initial Term Loans pursuant to Section 2.14(b), pursuant to which, if any Incremental Term Loan incurred within the first twelve months after the Closing Date bears an Applicable Rate exceeding the Applicable Rate for the initial Term Loans by more than 50 basis points, then the Applicable Rate for the initial Term Loans shall be increased to equal the Applicable Rate for such Incremental Term Loan minus 50 basis points, subject to the adjustments for OID and upfront fees set forth in Section 2.14(b).
“Mortgaged Properties” means the following owned real properties: (a) 1400 Industrial Parkway, Schaumburg, Illinois 60173, with an appraised value of $85,000,000, (b) 2750 Commerce Drive, Rockford, Illinois 61101, with an appraised value of $42,000,000, (c) 600 Manufacturers Row, Greenville, South Carolina 29607, with an appraised value of $38,000,000, and (d) 9100 Westpark Industrial Boulevard, Houston, Texas 77063, with an appraised value of $28,000,000; the aggregate appraised value of such properties is $193,000,000.
“Mortgages” means the Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing for each Mortgaged Property, to be recorded in Cook County, Illinois, Winnebago County, Illinois, Greenville County, South Carolina and Harris County, Texas, and to be delivered pursuant to Section 3.02 by no later than April 30, 2025.
“Net Cash Proceeds” means, with respect to any event, the cash proceeds actually received by the Borrower or any Restricted Subsidiary from such event, net of reasonable out-of-pocket expenses incurred in connection therewith, taxes paid or reasonably estimated to be payable in connection therewith, and amounts required to be applied to the repayment of Indebtedness secured by a Lien permitted hereunder on the applicable asset and having priority over the Liens securing the Obligations.
“Note” means a promissory note substantially in the form of Exhibit G.
“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan, whether direct or indirect, absolute or contingent, due or to become due, contractual or tortious, liquidated or unliquidated, and whether or not evidenced by any note.
“OFAC” means the Office of Foreign Assets Control of the U.S. Department of the Treasury.
“OID” means original issue discount.
“Organization Documents” means, with respect to any Person, its certificate or articles of incorporation, certificate of formation, certificate of limited partnership, bylaws, limited liability company agreement, partnership agreement or other organizational or governing documents.
“Other Taxes” means all present or future stamp, court, documentary, intangible, recording, filing or similar Taxes that arise from any payment made under any Loan Document or from the execution, delivery, registration, performance or enforcement of any Loan Document.
“Participant” has the meaning assigned to such term in Section 11.05(c).
“Permitted Add-Backs” means, for purposes of Adjusted EBITDA, add-backs for (a) acquisition-related costs, (b) non-recurring restructuring charges, (c) sponsor management fees, (d) integration costs, and (e) other non-cash charges and such other items as are customary for facilities of this type, in each case to the extent permitted hereunder and subject to customary caps, limitations and substantiation requirements.
“Permitted Holders” means Granite Peak Capital Partners, LP, its Affiliates and their respective co-investors, including GP Fund IV Co-Invest, LP, and any fund or entity managed or advised by any of the foregoing.
“Permitted Indebtedness” has the meaning assigned to such term in Section 6.03.
“Permitted Investment” has the meaning assigned to such term in Section 6.07.
“Permitted Liens” means the Liens described in Section 6.02 and on Schedule 6.02.
“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.
“Plan” means any employee pension benefit plan covered by Title IV of ERISA or subject to Section 412 of the Code and sponsored, maintained or contributed to by the Borrower or any ERISA Affiliate.
“Platform” means DebtDomain, Thackeray Solutions, SyndTrak or another electronic platform used by the Administrative Agent for distribution of materials to the Lenders.
“Pledge Agreements” means the Holdings Pledge Agreement, the Borrower Pledge Agreement, the Subsidiary Pledge Agreements and the CFC Holdco Limited Pledge Agreement.
“Prime Rate” means the rate of interest per annum publicly announced from time to time by the Administrative Agent as its prime rate.
“Pro Forma Basis” means, with respect to any event, that such event shall be given effect as if it had occurred on the first day of the applicable Test Period, and the financial covenants and ratio calculations shall be recalculated giving effect thereto, including pro forma adjustments and Permitted Add-Backs to the extent permitted by this Agreement.
“Refinancing” means the repayment in full on the Closing Date of the Existing First Lien Term Loan in the aggregate amount of $879,375,000, consisting of $875,000,000 of principal and approximately $4,375,000 of accrued and unpaid interest, and the termination of the Existing Revolving Credit Facility under the Existing Credit Agreement with Atlas Meridian Bank, N.A.
“Refinancing Indebtedness” means any Indebtedness incurred to refinance, renew, refund, replace, extend or defease existing Indebtedness, in each case on customary terms and subject to the limitations set forth herein.
“Register” has the meaning assigned to such term in Section 2.11.
“Related Parties” means, with respect to any Person, such Person’s Affiliates and the respective directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and such Person’s Affiliates.
“Repricing Transaction” means any amendment, waiver or other modification to this Agreement or any other Loan Document, or any voluntary prepayment, refinancing, substitution or replacement of all or any portion of the Term Loans with the proceeds of any new or replacement tranche of broadly syndicated term loans, in each case having the primary purpose and effect of reducing the Applicable Rate, interest rate margin or yield payable with respect to the Term Loans; provided that a transaction in connection with a Change of Control, transformational Acquisition or similar strategic event not undertaken principally to achieve such reduction shall not constitute a Repricing Transaction.
“Required Lenders” means, at any time, Lenders holding more than 50% of the aggregate outstanding principal amount of the Term Loans and any Incremental Term Loans then outstanding.
“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.
“Restricted Payment” means any dividend or other distribution on account of any Equity Interests of the Borrower or any Restricted Subsidiary, or any payment on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests.
“Restricted Subsidiary” means each Subsidiary of the Borrower other than an Unrestricted Subsidiary.
“Sanctioned Country” means any country or territory that is itself the subject or target of comprehensive Sanctions.
“Sanctioned Person” means (a) any Person listed on the Specially Designated Nationals and blocked Persons List maintained by OFAC, (b) any Person otherwise the subject of applicable Sanctions, or (c) any Person owned or controlled by any such Person.
“Sanctions” means economic or financial sanctions, trade embargoes or other restrictive measures administered, enacted or enforced by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union or His Majesty’s Treasury of the United Kingdom.
“SEC” means the United States Securities and Exchange Commission.
“Secured Overnight Financing Rate” or “SOFR” means the secured overnight financing rate published by the Federal Reserve Bank of New York (or a successor administrator).
“Secured Parties” means the Administrative Agent, the Collateral Agent and each Lender.
“Security Agreement” means the Security Agreement dated as of the Closing Date among the Borrower, the Guarantors and the Collateral Agent.
“SOFR Floor” means 0.75% per annum.
“Solvency Certificate” means a solvency certificate substantially in the form of Exhibit F.
“Solvent” means, with respect to any Person, that as of the date of determination (a) the fair value of the assets of such Person and its Subsidiaries on a consolidated basis exceeds its debts and liabilities, subordinated, contingent or otherwise, (b) the present fair saleable value of the property of such Person and its Subsidiaries on a consolidated basis is greater than the amount that will be required to pay the probable liabilities of such Person and its Subsidiaries on a consolidated basis on their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured, (c) such Person and its Subsidiaries on a consolidated basis are able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, and (d) such Person and its Subsidiaries on a consolidated basis do not have unreasonably small capital with which to conduct the business in which they are engaged as of such date.
“Soft Call Premium” means a prepayment premium equal to 1.00% of the principal amount of the Term Loans so prepaid, payable in connection with a Repricing Transaction occurring within six months after the Closing Date.
“Sponsor” means Granite Peak Capital Partners, LP.
“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company, association or other business entity of which more than 50% of the total voting power of Equity Interests entitled to vote in the election of directors, managers or trustees is at the time owned or controlled, directly or indirectly, by such Person.
“Subsidiary Guarantor” means each existing and future direct and indirect Domestic Subsidiary of the Borrower that is a Guarantor under the Guarantee Agreement; as of the Closing Date, there are 11 such entities.
“Supported QFC” has the meaning assigned to such term in Section 11.18.
“Term Loan” means each term loan made by a Lender pursuant to Section 2.01.
“Term SOFR” means, for any Interest Period, the forward-looking term rate based on SOFR for such Interest Period as published by CME (or a successor administrator), plus the applicable Credit Spread Adjustment, subject in all events to the SOFR Floor.
“Term SOFR Loan” means any Loan bearing interest at a rate based on Term SOFR.
“Test Period” means, for any date of determination, the most recently ended four consecutive fiscal quarters of the Borrower for which financial statements have been delivered pursuant to Section 5.01(a) or (b), as applicable.
“Title Company” means Landmark Title Assurance Company.
“Total Net Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Total Debt of the Borrower and its Restricted Subsidiaries as of such date, including the Existing Senior Unsecured Notes, minus unrestricted Cash and Cash Equivalents as of such date to (b) Adjusted EBITDA for the most recently ended Test Period. For reference only, the pro forma Total Net Leverage Ratio as of the Closing Date is approximately 4.03 to 1.00, calculated as (($1,400,000,000 + $250,000,000 − $100,000,000) ÷ $385,000,000).
“Transactions” means, collectively, (a) the execution, delivery and performance of the Loan Documents, (b) the making of the Term Loans on the Closing Date, (c) the Refinancing, (d) the Dividend Recapitalization, and (e) the payment of Transaction Costs.
“Transaction Costs” means approximately $38,625,000, consisting of arrangement fees of $7,000,000, OID of $7,000,000 and legal, advisory, rating agency and other fees and expenses of approximately $24,625,000.
“Type” means, with respect to any Loan, its character as an ABR Loan or a Term SOFR Loan.
“UCC” means the Uniform Commercial Code as in effect from time to time in the applicable jurisdiction.
“UK Financial Institution” means any BRRD Undertaking or any person subject to UK Bail-In Legislation.
“Unrestricted Subsidiary” means any Subsidiary designated by the Borrower as an unrestricted subsidiary in accordance with the terms of this Agreement and not otherwise prohibited hereby.
“USA PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001.
“Working Capital” means current assets minus current liabilities, excluding cash and Cash Equivalents, short-term Indebtedness and any other items customarily excluded in syndicated credit agreements.
Section 1.02 — Other Interpretive Provisions
With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:
(a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.
(b) The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”
(c) The word “or” is not exclusive.
(d) References to “Sections,” “Articles,” “Schedules” and “Exhibits” are to Sections and Articles of, and Schedules and Exhibits to, this Agreement unless otherwise specified.
(e) Any reference to an agreement, instrument or document shall be construed as a reference to such agreement, instrument or document as from time to time amended, supplemented, restated, refinanced, replaced or otherwise modified to the extent permitted hereby.
(f) Any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law.
(g) Headings and captions are included for convenience of reference only and shall not affect the interpretation of this Agreement.
(h) References to the “knowledge” of any Loan Party shall mean the actual knowledge, after reasonable inquiry, of the executive officers of such Loan Party.
(i) References to a “material adverse effect” shall mean a Material Adverse Effect.
(j) Any reference to a Subsidiary shall, unless the context otherwise requires, mean a direct or indirect Subsidiary.
(k) In the event of any conflict between the terms of this Agreement and any schedule or exhibit hereto, the terms of this Agreement shall control unless such schedule or exhibit expressly states otherwise.
Section 1.03 — Accounting Terms
Except as otherwise expressly provided herein, all accounting terms not specifically defined herein shall be construed, and all financial data required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect on the Closing Date. The Borrower may elect, by written notice to the Administrative Agent, to apply “frozen GAAP” for purposes of any financial covenant or ratio hereunder following any change in GAAP that would otherwise materially affect the computation thereof, until such time as the Borrower and the Administrative Agent agree on appropriate amendments. For all purposes hereunder, the treatment of operating leases and finance leases shall be as determined under GAAP as in effect on the Closing Date, notwithstanding any future changes thereto.
Section 1.04 — Rounding
Any financial ratios required to be maintained by the Borrower or otherwise calculated pursuant to this Agreement shall be calculated by carrying the result to two decimal places, with the third decimal place rounded up or down, as the case may be, in accordance with standard mathematical practice.
Section 1.05 — Times of Day
Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).
Section 1.06 — Letter of Credit Amounts
Reserved.
Section 1.07 — Pro Forma Calculations
Whenever this Agreement requires a determination of compliance on a Pro Forma Basis, such determination shall be made giving effect to the Transactions and to any Acquisition, disposition, Investment, incurrence or repayment of Indebtedness, Restricted Payment or other transaction, as applicable, as if such transaction had occurred on the first day of the applicable Test Period. Pro forma calculations shall include reasonably identifiable and factually supportable cost savings, synergies, operating expense reductions and other Permitted Add-Backs expected to be realized within the period customarily permitted under market practice for facilities of this type, subject to caps and limitations otherwise applicable to Permitted Add-Backs.
Section 1.08 — Divisions
For all purposes under the Loan Documents, in connection with any Division or plan of Division under the Delaware Limited Liability Company Act or under any comparable applicable law, if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and the occurrence of such Division shall constitute a disposition, transfer, assignment, sale or other transfer, as applicable, of such asset, right, obligation or liability.
ARTICLE II — THE COMMITMENTS AND BORROWINGS
Section 2.01 — Term Loans
Subject to the terms and conditions set forth herein, each Lender severally agrees to make to the Borrower on the Closing Date a single Term Loan in Dollars in an amount equal to such Lender’s Commitment. The aggregate principal amount of the Term Loans made on the Closing Date shall equal $1,400,000,000. The Term Loans shall be made in a single draw on the Closing Date, and amounts repaid or prepaid may not be reborrowed. The Term Loans shall be issued at an issue price of 99.50% of the principal amount thereof, resulting in aggregate OID of $7,000,000.
Section 2.02 — Borrowings, Conversions and Continuations of Term Loans
(a) Each Borrowing of Term Loans shall be comprised entirely of ABR Loans or Term SOFR Loans, as the Borrower may request in accordance herewith.
(b) To request that the Term Loans be made as Term SOFR Loans on the Closing Date, the Borrower shall deliver to the Administrative Agent a Borrowing Notice substantially in the form of Exhibit C not later than 12:00 noon, three Business Days prior to the Closing Date, specifying the requested Type, amount and Interest Period. Any Borrowing not timely specified as a Term SOFR Loan shall be made as an ABR Loan.
(c) The Borrower may elect Interest Periods of one, three or six months and, if agreed by all Lenders, twelve months.
(d) Each request for a Borrowing, conversion or continuation may be given by telephone or electronic transmission, provided that any telephonic request shall be promptly confirmed in writing or electronically. The Administrative Agent may act without liability upon the basis of such telephonic or electronic notice believed by it in good faith to be from a Responsible Officer of the Borrower.
(e) Minimum amounts for elections of Term SOFR Loans and conversions thereof shall be in an aggregate principal amount of not less than $1,000,000 and integral multiples of $500,000 in excess thereof, or such lesser amount equal to the entire outstanding principal amount of the Term Loans.
Section 2.03 — Reserved
Reserved.
Section 2.04 — Reserved
Reserved.
Section 2.05 — Prepayments
Section 2.05(a) — Voluntary Prepayments
(i) The Borrower may, upon prior written notice to the Administrative Agent, at any time and from time to time voluntarily prepay the Term Loans in whole or in part without premium or penalty, except as set forth in clause (ii) below and except for any breakage or similar costs payable pursuant to Section 2.15(b). Each such voluntary prepayment shall be in a minimum principal amount of $1,000,000 and integral multiples of $500,000 in excess thereof, or such lesser amount as may constitute the entire outstanding principal amount of the Term Loans.
(ii) Notwithstanding the foregoing, any voluntary prepayment of Term Loans made in connection with a Repricing Transaction at any time prior to September 28, 2025 shall be accompanied by the Soft Call Premium equal to 1.00% of the principal amount of the Term Loans so prepaid.
Section 2.05(b) — Mandatory Prepayments
(i) Excess Cash Flow. Within five Business Days after the date on which annual financial statements for any fiscal year are required to be delivered pursuant to Section 5.01(a), the Borrower shall prepay the Term Loans in an aggregate principal amount equal to the Excess Cash Flow Percentage of Excess Cash Flow for such fiscal year minus, without duplication, the aggregate principal amount of voluntary prepayments of the Term Loans made during such fiscal year to the extent accompanied by a permanent commitment reduction with respect to any revolving facility then outstanding. No such prepayment shall be required if the amount thereof would be less than $5,000,000.
(ii) Asset Sales. Promptly, and in any event no later than five Business Days after receipt by the Borrower or any Restricted Subsidiary of Net Cash Proceeds of any Asset Sale, the Borrower shall prepay the Term Loans in an amount equal to 100% of such Net Cash Proceeds; provided that (A) no such prepayment shall be required with respect to Net Cash Proceeds from Asset Sales in an aggregate amount not exceeding $25,000,000 in any fiscal year, and (B) no such prepayment shall be required to the extent the Borrower elects to reinvest such Net Cash Proceeds in assets useful in the business of the Borrower and its Restricted Subsidiaries within 365 days of receipt thereof, or within 545 days if the Borrower or a Restricted Subsidiary enters into a binding commitment to so reinvest within such initial 365-day period.
(iii) Debt Issuances. Immediately upon the receipt by the Borrower or any Restricted Subsidiary of Net Cash Proceeds from the issuance or incurrence of any Indebtedness not permitted by Section 6.03, the Borrower shall prepay the Term Loans in an amount equal to 100% of such Net Cash Proceeds.
(iv) Insurance and Condemnation Events. Promptly, and in any event within five Business Days after receipt by the Borrower or any Restricted Subsidiary of any Net Cash Proceeds from any casualty, insurance or condemnation event, the Borrower shall prepay the Term Loans in an amount equal to 100% of such Net Cash Proceeds; provided that (A) no such prepayment shall be required until such Net Cash Proceeds exceed $10,000,000 in the aggregate for any individual event, and (B) no such prepayment shall be required to the extent the Borrower elects to reinvest such Net Cash Proceeds within 365 days, or within 545 days if committed pursuant to a binding commitment entered into within such initial 365-day period.
Section 2.05(c) — Application of Prepayments
Mandatory prepayments shall be applied pro rata to the outstanding Term Loans of the Lenders and shall be applied to the scheduled installments thereof in direct order of maturity. Voluntary prepayments shall be applied as directed by the Borrower, including, at the Borrower’s option, to installments in inverse order of maturity. Any prepayment of Term SOFR Loans shall be accompanied by accrued and unpaid interest thereon to the date of such prepayment and any amounts payable pursuant to Section 2.15(b).
Section 2.06 — Termination and Reduction of Commitments
The Commitments of the Lenders to make the Term Loans shall automatically terminate in full upon the making of the Term Loans on the Closing Date.
Section 2.07 — Repayment of Term Loans
The Borrower shall repay to the Administrative Agent for the ratable account of the Lenders the aggregate principal amount of the Term Loans in consecutive quarterly installments of $3,500,000 each, commencing on June 30, 2025 and continuing on the last Business Day of each March, June, September and December thereafter, with the unpaid balance of the Term Loans due and payable on the Maturity Date. Such amortization reflects 1.00% per annum of the original principal amount of the Term Loans divided into four equal quarterly installments. Mandatory prepayments shall reduce scheduled installments as provided in Section 2.05(c).
Section 2.08 — Interest
(a) Subject to the provisions of subsection (c) below, each Term SOFR Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to Term SOFR for such Interest Period, plus the applicable Credit Spread Adjustment, plus the Applicable Rate. In no event shall Term SOFR be deemed less than the SOFR Floor.
(b) Subject to the provisions of subsection (c) below, each ABR Loan shall bear interest at a rate per annum equal to ABR plus the Applicable Rate minus 1.00%.
(c) Upon the occurrence and during the continuance of any Event of Default, the outstanding Obligations may, at the election of the Required Lenders (or shall, in the case of an Event of Default under Section 7.01(j), automatically), bear interest at the Default Rate.
(d) Accrued interest on each Term SOFR Loan shall be payable on each applicable Interest Payment Date and on the Maturity Date. Accrued interest on each ABR Loan shall be payable quarterly in arrears on each Interest Payment Date and on the Maturity Date.
(e) All interest hereunder shall be computed on the basis of the actual number of days elapsed in a year of 360 days; provided that interest calculated by reference to the Prime Rate shall be computed on the basis of the actual number of days elapsed in a year of 365 or 366 days, as applicable.
Section 2.09 — Fees
(a) The Borrower agrees to pay to Crescent Harbor Bank, N.A., for its own account, the arrangement fee provided for in the Fee Letter, which reflects 50 basis points on the aggregate facility amount, or $7,000,000, payable on the Closing Date.
(b) The Borrower agrees to pay to the Administrative Agent, for its own account, the annual administrative agent fee separately agreed in writing between the Borrower and the Administrative Agent.
Section 2.10 — Computation of Interest and Fees
All computations of interest and fees shall be made on the basis of a year of 360 days except as otherwise expressly provided in Section 2.08(e), and shall be payable for the actual number of days elapsed. In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder exceed the maximum amount permissible under applicable law, and in the event any such payment is determined to be excessive, such amount shall be applied to principal or refunded as necessary to comply with applicable usury laws.
Section 2.11 — Evidence of Indebtedness
The Administrative Agent shall maintain at one of its offices a register for the recordation of the names and addresses of the Lenders and the principal amounts of the Loans owing to each Lender from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes. Any Lender may request that its Loan be evidenced by a Note, and upon such request the Borrower shall execute and deliver to such Lender a Note in substantially the form of Exhibit G.
Section 2.12 — Payments Generally; Administrative Agent’s Clawback
(a) All payments to be made by the Borrower shall be made without setoff, counterclaim or deduction, except as otherwise required by law, not later than 2:00 p.m. Eastern time on the date when due, in immediately available funds in Dollars, to the Administrative Agent for the account of the Lenders entitled thereto.
(b) The Administrative Agent shall promptly distribute to each Lender its pro rata share of each such payment received by the Administrative Agent for the account of the Lenders.
(c) If the Administrative Agent notifies any Lender that the Administrative Agent has determined in its sole discretion that any funds received by such Lender from the Administrative Agent were erroneously transmitted or otherwise mistakenly paid, whether or not known to such Lender, such Lender shall promptly return such funds to the Administrative Agent upon demand. The Borrower acknowledges and agrees that, to the extent permitted by applicable law, the Administrative Agent’s clawback rights are binding on all parties hereto.
Section 2.13 — Sharing of Payments
If any Lender shall obtain any payment of any principal of, or interest on, any Loan owing to it or payment of any other amount under this Agreement through the exercise of any right of setoff or otherwise, in excess of its ratable share thereof, such Lender shall promptly purchase from the other Lenders participations in the Loans and other obligations held by such other Lenders in such amounts, and make such other adjustments from time to time, as shall be equitable to the end that all Lenders share such payment ratably in accordance with their respective shares.
Section 2.14 — Incremental Facilities
(a) The Borrower may from time to time, by written notice to the Administrative Agent, request the establishment of one or more Incremental Facilities in the form of additional term loans and/or revolving commitments. The aggregate principal amount of such Incremental Facilities may not exceed at any time outstanding (i) the Free-and-Clear Basket and (ii) additional unlimited amounts so long as, after giving effect thereto on a Pro Forma Basis, either (A) in the case of first lien incremental debt, the First Lien Net Leverage Ratio does not exceed 4.50 to 1.00, or (B) in the case of unsecured or junior lien incremental debt, the applicable Total Net Leverage Ratio test otherwise agreed for such debt is satisfied. Incremental term loans shall have terms reasonably satisfactory to the Administrative Agent, and no consent of the existing Lenders shall be required, except that each Lender shall have no obligation to provide any incremental commitment unless it separately agrees to do so.
(b) If any Incremental Term Loan is incurred within the first twelve months after the Closing Date and the all-in yield applicable thereto, including by reason of any higher Applicable Rate, OID or upfront fees in excess of 50 basis points, exceeds the all-in yield on the initial Term Loans by more than 50 basis points, then the Applicable Rate for the initial Term Loans shall be increased so that the all-in yield on the initial Term Loans is no more than 50 basis points less than the all-in yield on such Incremental Term Loan.
(c) Each Incremental Facility shall be subject to customary conditions precedent, including, except in the case of a Limited Condition Acquisition to the extent otherwise provided herein, (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (ii) receipt by the Administrative Agent of an officer’s certificate certifying compliance with the applicable incurrence tests on a Pro Forma Basis, and (iii) execution and delivery of joinder, amendment or other documentation reasonably satisfactory to the Administrative Agent.
(d) In lieu of establishing an Incremental Facility under this Agreement, the Borrower may incur Incremental Equivalent Debt, including pari passu, junior lien or unsecured debt, subject to compliance with the applicable baskets, ratio tests and other conditions that would have applied had such Indebtedness been incurred as an Incremental Facility.
Section 2.15 — SOFR Provisions
Section 2.15(a) — Inability to Determine Rates / Benchmark Replacement
If the Administrative Agent determines that adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period, or if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the then-current Benchmark, then the Administrative Agent and the Borrower may amend this Agre

CREDIT AGREEMENT

THE GUARANTORS PARTY HERETO

THE LENDERS PARTY HERETO

CREDIT AGREEMENT

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