| Issue # | Credit Agreement Section / Definition | Issue Description | Borrower Position (C&H / Nexford) | Agent / Lender Position (W&G / Crescent Harbor) | V1.0 Status | V2.0 Status | W&G Draft 2 Response / Movement | Priority | Assigned To | Notes / Next Steps |
| 1 | Section 1.01 — Definition of "Adjusted EBITDA" | Scope of permitted add-backs to Reported EBITDA ($357M). Borrower seeks to include $12M acquisition-related costs, $8.5M non-recurring restructuring charges, $4.5M sponsor management fees (Granite Peak), and $3M integration costs ($28M total add-backs, yielding $385M Adjusted EBITDA). W&G Draft 1 capped total add-backs at 15% of Reported EBITDA (~$53.55M) but excluded sponsor management fees. | Include all four categories of add-backs without exclusion; $28M total. Sponsor management fees are a recurring cost of PE ownership and standard market. Cap of 25% of Reported EBITDA acceptable as outer limit. | Draft 2 now includes sponsor management fees as a permitted add-back up to $5M/year. Overall cap at 20% of Reported EBITDA. | Open | Partially Resolved | W&G accepted sponsor fee add-back with $5M annual cap (vs. $4.5M actual — acceptable). Overall cap moved from 15% to 20%. Nexford may accept 20% cap given current add-backs are ~7.8% of Reported EBITDA, providing substantial headroom. | High | Marcus Leung | Confirm with Michelle Kaplan (Nexford CFO) that 20% cap provides sufficient future flexibility. Consider requesting 25% as fallback. |
| 2 | Section 1.01 — Definition of "Consolidated Net Income" | Treatment of extraordinary, unusual, or non-recurring gains and losses; exclusion of non-cash charges; treatment of income/loss from unrestricted subsidiaries. | Broad exclusions for non-cash items, extraordinary items, and income attributable to minority interests or unrestricted subsidiaries. | Draft 2 largely conforms to borrower position; removed exclusion for cash restructuring charges (moved to add-back in EBITDA definition). | Partially Resolved | Resolved | Accepted. Definition now consistent with C&H mark-up from Draft 1. | Medium | Marcus Leung | No further action. |
| 3 | Section 1.01 — Definition of "First Lien Net Leverage Ratio" | Numerator: first lien secured debt less unrestricted cash. Denominator: LTM Adjusted EBITDA. Borrower wants netting of all unrestricted cash (not just domestic). Pro forma closing ratio: ($1,400,000,000 – $100,000,000) ÷ $385,000,000 = 3.38x. | Net all unrestricted cash and cash equivalents regardless of jurisdiction (including Canadian subsidiary cash). No cap on netted cash. | Draft 2 limits netting to domestic unrestricted cash only; caps netted cash at $150M. | Open | Open | W&G moved from $100M cap to $150M cap but still excludes foreign cash. Nexford's pro forma cash at closing is $100M (domestic), so cap is not immediately binding, but limits future flexibility. | High | Marcus Leung / Claudia Merritt | Escalate to principals call. Request removal of cap or increase to $250M. Foreign cash netting remains open — significant for Nexford Canada operations. |
| 4 | Section 1.01 — Definition of "Total Net Leverage Ratio" | Same cash-netting issues as First Lien Net Leverage. Pro forma at closing: ($1,400,000,000 + $250,000,000 – $100,000,000) ÷ $385,000,000 = 4.03x. Used for restricted payment unlimited basket (3.75x test) and ECF sweep step-downs. | Consistent treatment with First Lien Net Leverage Ratio — net all unrestricted cash. | Same position as Issue #3 — capped at $150M domestic only. | Open | Open | Linked to Issue #3 resolution. | High | Marcus Leung | Resolve in tandem with Issue #3. |
| 5 | Section 1.01 — Definition of "Change of Control" | Three triggers: (i) acquisition by non-Granite Peak person/group of >35% voting equity of Holdings, (ii) Nexford ceasing to be direct wholly-owned subsidiary of Holdings, (iii) change of control under Senior Unsecured Notes Indenture (Pinnacle Trust Company as trustee). Borrower position: standard for sponsor-backed TLB. | Accept three-pronged trigger. Confirm 35% threshold (vs. 50% in some recent deals). Ensure 'permitted holders' definition captures all Granite Peak affiliates, co-investors (GP Fund IV Co-Invest, LP), and any future co-invest vehicles. | Draft 2 revised 'Permitted Holders' to include Granite Peak Capital Partners, LP, its managed funds, and co-investment vehicles. Threshold remains 35%. | Partially Resolved | Resolved | Permitted Holders definition now acceptable. 35% threshold is market for leveraged TLBs. Cross-default to indenture change of control trigger confirmed. | High | Marcus Leung | No further action. Confirmed alignment with Indenture dated November 8, 2021. |
| 6 | Section 1.01 — Definition of "Incremental Facility" / "Incremental Term Loans" | Free-and-clear basket amount and ratio-based incurrence test. Borrower seeks greater of $280,000,000 and 100% of LTM EBITDA (~$385M) free-and-clear, plus unlimited amounts at ≤4.50x pro forma first lien net leverage. | Free-and-clear: greater of $280M and 100% LTM EBITDA. Ratio incurrence: 4.50x first lien net leverage (no total leverage test). Permit incremental equivalent debt on same terms. | Draft 2 accepts $280M fixed amount but caps LTM EBITDA prong at 75% (not 100%). Ratio incurrence at 4.50x accepted. Incremental equivalent debt provision added but requires agent consent. | Open | Partially Resolved | Movement on ratio incurrence (accepted at 4.50x) and incremental equivalent debt (added). Outstanding: LTM EBITDA percentage for free-and-clear (75% vs. 100%). Agent consent on equivalent debt should be 'not to be unreasonably withheld.' | High | Marcus Leung / Claudia Merritt | Push for 100% LTM EBITDA. Agent consent on equivalent debt — request NTURW standard. |
| 7 | Section 1.01 — Definition of "Most Favored Nation" / MFN Protection | Most favored nation clause: initial TLB spread increases to within 50 bps of any incremental term loan priced higher within 12 months of closing. Applies to incremental term loans only. | Accept 50 bps threshold and 12-month sunset. Exclude (i) incremental revolving facilities, (ii) bilateral or club facilities under $50M, and (iii) facilities incurred in connection with a permitted acquisition. | Draft 2 accepted 50 bps threshold and 12-month sunset. Exclusions narrowed: only revolving facilities excluded; acquisition-related exclusion requires acquisition EV > $100M. | Partially Resolved | Partially Resolved | Acquisition EV threshold for MFN exclusion at $100M is too high — many Nexford bolt-on acquisitions historically below this level ($50M–$75M range). Request $50M threshold or removal of EV floor. | Medium | Marcus Leung | Discuss acquisition EV threshold with Ryan Ostrowski (Granite Peak) to align with expected bolt-on strategy. |
| 8 | Section 2.05 — Mandatory Prepayments (Excess Cash Flow Sweep) | ECF sweep: 50% above 4.25x first lien net leverage; 25% between 4.25x and 3.50x; 0% at or below 3.50x. Borrower seeks deductions for voluntary prepayments, capital expenditures in excess of maintenance CapEx, and permitted acquisitions. | Accept tiered structure. Seek step-downs based on first lien net leverage as proposed. ECF definition should permit deduction of all voluntary prepayments (including open-market purchases), all CapEx (not just maintenance), and cash consideration for permitted acquisitions. | Draft 2 accepts leverage-based step-downs. Permits deduction of voluntary prepayments at par (but not open-market purchases at discount). CapEx deduction limited to budgeted CapEx or 110% of prior year. | Open | Partially Resolved | Open-market purchase deduction still rejected. CapEx deduction cap at 110% of prior year is workable given LTM CapEx of $78M (cap would be ~$85.8M). Acquisition deduction accepted. | Medium | Marcus Leung | Open-market purchase deduction — low priority; may concede. CapEx cap acceptable. |
| 9 | Section 2.05(b) — Mandatory Prepayments (Asset Sales) | 100% of net cash proceeds from asset sales, subject to reinvestment rights (365 days, with 180-day extension to 545 days if committed). $25M annual de minimis basket. Borrower seeks higher de minimis and broader reinvestment rights. | Request $35M annual de minimis basket. Reinvestment period: 365 days initial, 545 days if contractually committed. Reinvestment in any assets useful in a permitted business (not just same line of business). | Draft 2 retains $25M de minimis. Reinvestment period at 365/545 days accepted. 'Useful in a permitted business' language added. | Open | Partially Resolved | De minimis remains at $25M vs. $35M request. Reinvestment language and period resolved. | Low | Sophie Tremblay | May concede $25M de minimis given other wins on reinvestment scope. |
| 10 | Section 2.03 — Voluntary Prepayment / Soft Call Premium | Prepayable at par at any time, subject to 101 soft call (1% premium) for repricing transactions within first 6 months after closing. | Accept 101 soft call for 6 months. Ensure 'repricing transaction' is narrowly defined to exclude refinancings that are part of a broader transaction (e.g., acquisition financing). | Draft 2 narrows repricing definition to exclude refinancings in connection with a change of control or transformative acquisition. 6-month period and 101 premium confirmed. | Partially Resolved | Resolved | Accepted as revised. Repricing definition now sufficiently narrow. | Medium | Marcus Leung | No further action. |
| 11 | Section 2.01 — Interest Rate; SOFR Provisions | Term SOFR + 400 bps; SOFR floor of 0.75%. Credit spread adjustment: 10 bps for 1-month SOFR, 15 bps for 3-month SOFR. SOFR breakage indemnification. Default rate: +200 bps. | Confirm all economic terms match commitment letter and term sheet. Ensure benchmark replacement language includes borrower consent right (not sole agent discretion). | Draft 2 conforms to term sheet economics. Benchmark replacement: agent proposes with borrower consent (not to be unreasonably withheld). Negative consent mechanism (5 business days). | Partially Resolved | Resolved | Benchmark replacement mechanics now include borrower affirmative consent with 5 BD negative consent period. All rate economics match: SOFR + 400 bps, 0.75% floor, 10/15 bps CSA, +200 bps default rate. | High | Marcus Leung | No further action. |
| 12 | Section 2.06 — Amortization | 1.00% per annum of original principal ($1,400,000,000), payable quarterly ($3,500,000 per quarter). Maturity: 7 years from closing (March 28, 2032). Balloon at maturity. | Confirm quarterly installments of $3,500,000 ($14,000,000 annually). Ensure no increase in amortization rate tied to leverage or other triggers. | Draft 2 confirms flat 1.00% amortization with no step-ups. $3,500,000 quarterly. Maturity March 28, 2032. | Open | Resolved | No step-up mechanism. Confirmed as agreed in commitment letter. | Low | Sophie Tremblay | No further action. |
| 13 | Section 3.01–3.22 — Representations and Warranties | Comprehensive borrower reps covering organization, authority, no conflicts, financial statements, no material adverse effect, litigation, compliance with laws, taxes, ERISA, environmental, insurance, sanctions/OFAC, anti-corruption, solvency, and collateral matters. | Standard qualifications: (i) material adverse effect qualifiers on bring-down, (ii) knowledge qualifiers on sanctions/anti-corruption (to the knowledge of the Loan Parties, no agent is a Sanctioned Person), (iii) fiscal year-end financials prepared by Ashworth & Kendrick LLP (audited) treated as reference financials. | Draft 2 adds knowledge qualifier on sanctions per borrower request. Still requires unqualified rep on no material litigation (Nexford seeks $10M materiality threshold). | Open | Partially Resolved | Sanctions/OFAC rep resolved with knowledge qualifier for agents. Litigation materiality threshold outstanding — W&G at $5M, Nexford at $10M. | Medium | Marcus Leung | Propose $7.5M compromise on litigation materiality or tie to credit agreement general basket ($35M). |
| 14 | Section 4.01 — Conditions Precedent to Closing | Conditions to initial borrowing: executed credit agreement and ancillary documents; legal opinions (C&H, Hargrove & Whitmore, Briarcliff Legal Group); officer's and secretary's certificates; solvency certificate; good standing certificates; pro forma compliance certificate; payoff letter from Atlas Meridian Bank ($879,375,000); lien releases; funds flow memorandum; KYC/AML documentation. | Ensure 'certain funds' / SunGard certainty — conditions should be limited to those in the commitment letter. No additional conditions in credit agreement beyond commitment letter conditions. Solvency certificate by CFO (Michelle Kaplan), not independent. | Draft 2 adds requirement for appraisal of real property collateral ($193M total appraised value — Greystone Valuation Services) as closing condition. Borrower position: post-closing delivery (April 30, 2025 deadline) for mortgages and appraisals. | Open | Open | Appraisal delivery at closing vs. post-closing remains disputed. Appraisals by Greystone Valuation Services (Daniel Pritchard) are substantially complete but formal reports not yet finalized. Mortgage delivery is already a post-closing item (due April 30, 2025). | High | Claudia Merritt / Marcus Leung | Push hard for post-closing delivery of appraisals consistent with mortgage post-closing deadline. Commitment letter does not require appraisal at closing. |
| 15 | Section 4.01 — Conditions: Insurance Requirements | Evidence of insurance complying with credit agreement requirements, including lender's loss payee and additional insured endorsements. Property & casualty: Continental Shield Underwriters, Inc.; D&O: Meridian Specialty Insurance Co. | Delivery of evidence of insurance (certificates and endorsements) at closing; actual policy delivery within 30 days post-closing. | Draft 2 requires full policy delivery at closing (not just certificates). | Open | Open | Full policy delivery at closing is impractical — standard market is certificates at closing, policies post-closing. Insurance broker (Vantage Risk Advisors / Rachel Sorensen) confirms endorsements can be delivered at closing but full policies require 15–30 days. | Medium | Sophie Tremblay | Provide market precedent showing certificates-at-closing / policies-post-closing is standard. Coordinate with Rachel Sorensen. |
| 16 | Section 5.01–5.15 — Affirmative Covenants | Financial reporting (annual audited by Ashworth & Kendrick LLP, quarterly unaudited), compliance certificates, insurance maintenance, property maintenance, additional guarantor/collateral requirements, ERISA notifications, environmental compliance, post-closing obligations. | Annual financials within 120 days of fiscal year-end (December 31); quarterly within 60 days. Compliance certificate with each delivery. Post-closing obligations: mortgages and title policies (Landmark Title Assurance Company) by April 30, 2025. | Draft 2 tightens annual delivery to 90 days (vs. 120 requested) and quarterly to 45 days (vs. 60 requested). Post-closing deadline for mortgages at 60 days post-closing (consistent with April 30 target for March 28 closing — 33 days). | Open | Partially Resolved | Post-closing 60-day deadline resolved (aligns with April 30 target). Reporting deadlines: 90 vs. 120 days annual and 45 vs. 60 days quarterly remain open. Nexford CFO (Michelle Kaplan) confirms 90-day annual delivery is feasible but 45-day quarterly is tight. | Medium | Marcus Leung | Accept 90-day annual. Counter with 55-day quarterly (vs. 45) or request 60-day with grace period. |
| 17 | Section 6.01 — Negative Covenant: Indebtedness | Limitations on additional indebtedness. Key baskets: incremental facility (see Issue #6), capital leases/purchase money up to $50M, general basket $35M, intercompany debt (unlimited among Loan Parties, subject to subordination for non-Loan Party borrowings). | Capital lease basket: $50M. General basket: $35M. Intercompany debt: unlimited among Loan Parties with pledge of intercompany note to Collateral Agent. Non-guarantor subsidiary debt: $25M sublimit. | Draft 2 reduces capital lease basket to $35M and general basket to $25M. Non-guarantor subsidiary debt at $15M. | Open | Open | Basket sizes remain in negotiation. Capital lease ($35M vs. $50M) is significant given Nexford's 14 manufacturing facilities and ongoing equipment needs (LTM CapEx $78M). General basket ($25M vs. $35M) and non-guarantor sub debt ($15M vs. $25M) also below borrower targets. | High | Marcus Leung | Provide schedule of existing capital leases and anticipated needs. Push for $50M capital lease and $35M general basket. |
| 18 | Section 6.02 — Negative Covenant: Liens | Permitted lien baskets. Key: purchase money liens (tied to $50M debt basket), judgment liens up to $15M, liens on property of acquired entities (existing at time of acquisition), and general lien basket. | Judgment lien basket: $15M. General lien basket: $20M. Liens on acquired entity assets: not limited to pre-existing liens — include liens incurred in connection with acquisition financing. | Draft 2 accepts $15M judgment lien basket. General lien basket at $10M (vs. $20M). Acquired entity liens limited to pre-existing only. | Partially Resolved | Partially Resolved | General lien basket ($10M vs. $20M) and acquired-entity-lien scope remain open. | Medium | Marcus Leung | Request $15M general lien basket as compromise. Acquisition lien scope — discuss with Patricia Voss (KB&A) re Granite Peak's acquisition strategy. |
| 19 | Section 6.04 — Negative Covenant: Fundamental Changes | Restrictions on mergers, consolidations, dissolutions, and liquidations. Standard exceptions for mergers where Loan Party is survivor and no default. | Permit mergers among Loan Parties (any direction). Permit non-Loan Party subsidiaries to merge into Loan Parties. Dissolution of dormant subsidiaries with de minimis assets ($1M). | Draft 2 conforms to borrower position on inter-Loan Party mergers. Dissolution threshold at $500K (vs. $1M). | Partially Resolved | Resolved | Accepted $500K dissolution threshold. All other fundamental changes provisions agreed. | Low | Sophie Tremblay | No further action. |
| 20 | Section 6.06 — Negative Covenant: Restricted Payments | Dividend and distribution restrictions. Key baskets: (i) general basket $25M/year, (ii) builder basket ($50M starter + 50% cumulative CNI from Q1 2025), (iii) unlimited RP subject to pro forma 3.75x total net leverage, (iv) tax distributions, (v) sponsor management fee payments. | All baskets as described. Builder basket: $50M starter + 50% cumulative CNI. Unlimited RP basket at 3.75x total net leverage (not first lien net leverage). Sponsor management fees up to $5M/year not restricted. | Draft 2: annual basket $20M (vs. $25M). Builder basket starter $40M (vs. $50M). Unlimited RP at 3.75x total net leverage accepted. Sponsor management fees $4.5M/year cap (matches actual fee). | Open | Partially Resolved | Annual basket ($20M vs. $25M) and builder basket starter ($40M vs. $50M) remain. Unlimited RP at 3.75x total net leverage resolved. Sponsor fee cap at $4.5M resolved. | High | Marcus Leung / Claudia Merritt | Push for $25M annual basket — this is the current dividend for the initial $335M recap. Builder basket $50M starter is market for deals of this size. Escalate if needed. |
| 21 | Section 6.07 — Negative Covenant: Investments | Limitations on investments, loans, and advances. Key baskets: investments in non-guarantor subsidiaries, investments in joint ventures, general investment basket, and acquisition basket. | Non-guarantor sub investment: $50M. JV investment: $30M. General basket: $40M. Acquisition basket: unlimited subject to pro forma 4.50x first lien net leverage (consistent with incremental facility incurrence test). | Draft 2: Non-guarantor sub at $30M (vs. $50M). JV at $20M (vs. $30M). General basket $25M (vs. $40M). Acquisition basket: unlimited at 4.50x accepted. | Open | Partially Resolved | Non-guarantor sub basket is important for Nexford Canada operations (NCH ULC / NCM — not Guarantors). JV and general baskets below market. | High | Marcus Leung | Priority: non-guarantor sub basket (need $50M for Canadian operations). General and JV baskets — propose $35M and $25M respectively as compromise. |
| 22 | Section 6.09 — Negative Covenant: Affiliate Transactions | Restrictions on transactions with affiliates. Exceptions for (i) transactions on arms-length terms, (ii) transactions below $5M threshold, (iii) sponsor management agreement, (iv) customary indemnification of directors and officers. | De minimis threshold: $5M per transaction. Board approval (with disinterested director) required for transactions above $15M. No fairness opinion requirement below $25M. | Draft 2: de minimis at $3M (vs. $5M). Board approval above $10M (vs. $15M). Fairness opinion above $20M (vs. $25M — i.e., W&G lowered from $25M Draft 1 position). | Open | Open | Thresholds all below borrower's requested levels. Sponsor management agreement exception confirmed. | Medium | Marcus Leung | Propose $5M de minimis, $15M board approval, $25M fairness opinion as borrower's final position. |
| 23 | Section 6.10 — Negative Covenant: Financial Covenant (Springing) | Maximum first lien net leverage ratio of 5.00x, tested quarterly only when aggregate outstanding revolving loans exceed 40% of revolving commitments. No revolving facility in this transaction; covenant applies if one is later added via incremental facility. | 5.00x maximum first lien net leverage — springing only. 40% revolving draw threshold. No standalone financial maintenance covenant for the term loan. Covenant applies only to revolving facility if added. | Draft 2 confirms springing covenant at 5.00x with 40% draw threshold. W&G initially proposed 35% in Draft 1; moved to 40% in Draft 2 per C&H mark-up. | Open | Resolved | 5.00x springing covenant at 40% draw threshold — agreed. No financial maintenance covenant for TLB itself. Pro forma closing first lien net leverage is 3.38x, providing 1.62x cushion. | High | Marcus Leung | No further action. |
| 24 | Section 7.01 — Events of Default | Standard events of default: payment default, rep breach, covenant default (with cure periods), cross-default, bankruptcy, ERISA, judgment default, change of control, invalidity of loan documents/liens. | Payment default: 5 BD grace for interest/fees (no grace for principal). Covenant default: 30-day notice/cure for affirmative covenants. Cross-default threshold: $35M. Judgment default: $25M. Change of control as defined (see Issue #5). | Draft 2: Payment default grace at 3 BD (vs. 5). Cross-default at $25M (vs. $35M). Judgment default at $15M (vs. $25M). Change of control trigger per Issue #5 (resolved). | Open | Partially Resolved | Payment grace (3 vs. 5 BD), cross-default threshold ($25M vs. $35M), and judgment threshold ($15M vs. $25M) remain open. | Medium | Marcus Leung | Counter: 5 BD payment grace, $30M cross-default, $20M judgment as compromise positions. |
| 25 | Section 9 — Administrative Agent Provisions | Standard agent exculpation, indemnification, resignation/replacement mechanics. Crescent Harbor Bank, N.A. as administrative agent and collateral agent. | Standard provisions; no substantive comments beyond ensuring borrower consent to successor agent appointment. | Draft 2 includes borrower consent to successor agent (not to be unreasonably withheld) during non-default periods. | Partially Resolved | Resolved | Borrower consent to successor agent confirmed. | Low | Sophie Tremblay | No further action. |
| 26 | Section 10.01 — Amendments and Waivers | Voting thresholds for amendments: Required Lenders (>50% of outstanding term loans) for most matters; all-lender consent for extensions, rate reductions, principal forgiveness, release of all/substantially all collateral or guarantees. | Confirm 'sacred rights' requiring all-lender consent are narrowly defined. Borrower should have right to purchase loans through non-pro-rata open-market transactions (Dutch auction / buy-back provisions). | Draft 2 includes Dutch auction / open-market purchase provision (borrower-friendly addition). Sacred rights narrowly defined per C&H mark-up. | Partially Resolved | Resolved | Dutch auction provision added. Sacred rights acceptable. | Medium | Marcus Leung | No further action. |
| 27 | Section 10.04 — Assignments and Participations | Standard assignment mechanics: $1M minimum assignment amount, agent consent (NTURW), no borrower consent during EOD. Disqualified lender list. | Borrower consent to assignments (not during EOD); not to be unreasonably withheld; deemed consent after 10 BD silence. Disqualified lender list: Nexford to provide initial list of competitors and distressed debt funds. | Draft 2 accepts borrower consent with 10 BD deemed consent. Disqualified lender list provision added but limited to 20 names (Nexford seeks 50). | Open | Partially Resolved | DQ list cap at 20 vs. 50. Borrower consent mechanics resolved. | Medium | Sophie Tremblay | Request 35 names as compromise. Coordinate with David Engstrom (Nexford GC) to prepare initial DQ list. |
| 28 | Schedules — Schedule of Guarantors | List of all Guarantors: Holdings (Granite Peak NIH Holdings, LLC) and 11 Subsidiary Guarantors (NPC, NES, NCST, NMS, NP LLC, NIH Intl, Clearfield, Summit, Ridgepoint, Lakeshore, and Nexford Manufacturing Services, LLC). Excludes foreign subsidiaries (NCH ULC, NCM). | Confirm complete list with jurisdictions: Delaware (8 entities), Illinois (1 — NMS), Pennsylvania (1 — Clearfield), South Carolina (1 — Summit), Texas (1 — Ridgepoint), Michigan (1 — Lakeshore). | Draft 2 schedule substantially correct. Missing Nexford Manufacturing Services, LLC (Illinois LLC) from guarantor list in one schedule cross-reference. | Open | Partially Resolved | Ministerial error in schedule cross-reference — NMS omitted from one exhibit. Sophie Tremblay flagged to W&G (Jonathan Ferris) on March 5. | Low | Sophie Tremblay | Confirm correction in next draft. Provide updated subsidiary schedules. |
| 29 | Schedules — Schedule of Collateral (Real Property) | Four mortgaged properties: (1) 1400 Industrial Parkway, Schaumburg, IL ($85M appraised); (2) 2750 Commerce Drive, Rockford, IL ($42M appraised); (3) 600 Manufacturers Row, Greenville, SC ($38M appraised); (4) 9100 Westpark Industrial Boulevard, Houston, TX ($28M appraised). Total: $193M. | Confirm all four properties listed with correct legal descriptions, addresses, and appraised values. Mortgage recording in Cook County (IL), Winnebago County (IL), Greenville County (SC), Harris County (TX). | Draft 2 schedule correct. Appraised values per Greystone Valuation Services (Daniel Pritchard) reflected. | Partially Resolved | Resolved | Real property schedule confirmed. Post-closing delivery of mortgages and title policies (Landmark Title Assurance Company) by April 30, 2025. | Low | Sophie Tremblay | No further action on credit agreement schedule. Mortgage drafting in progress (separate workstream). |
| 30 | Schedules — Schedule of Existing Indebtedness | Existing debt to survive closing: $250,000,000 7.250% Senior Unsecured Notes due 2028 (Pinnacle Trust Company as trustee). Existing Atlas Meridian facilities ($875M TL + $190M revolver) to be repaid/terminated at closing. | Confirm $250M unsecured notes remain outstanding. Payoff of Atlas Meridian: $879,375,000 ($875M principal + ~$4,375,000 accrued interest). Revolver: $0 drawn, commitment terminated. | Draft 2 schedule correct. References payoff letter from Atlas Meridian Bank (Sandra Vickers) as closing deliverable. | Partially Resolved | Resolved | Schedule confirmed. Cross-reference to payoff letter and lien release authorization. | Low | Sophie Tremblay | No further action. |
| 31 | Section 5.12 — Post-Closing Obligations | Post-closing items: (i) delivery of recorded mortgages for four properties, (ii) title insurance policies from Landmark Title Assurance Company, (iii) Phase I ESA confirmations (Clearwater Environmental Sciences / Dr. Nathan Foley), (iv) flood insurance determinations. Deadline: 60 days post-closing (April 30, 2025 for March 28 closing). | 60-day post-closing deadline (not 30 days). Include all mortgage-related items (recording, title, survey, environmental) as post-closing. UCC-3 termination filings for Atlas Meridian liens: March 31, 2025. | Draft 2 accepts 60-day deadline for mortgages/title. UCC-3 terminations within 3 business days of closing (March 31). Phase I ESAs not listed — borrower to add. | Partially Resolved | Partially Resolved | 60-day mortgage/title deadline resolved. UCC-3 timing agreed (March 31). Phase I ESA confirmation — request addition to schedule or separate side letter. | Medium | Sophie Tremblay | Add Phase I ESA confirmation to post-closing schedule. Coordinate with Clearwater Environmental. |
| 32 | Exhibits — Form of Compliance Certificate | Quarterly compliance certificate to include calculation of first lien net leverage, total net leverage, and (if applicable) financial covenant test. Signed by CFO or other authorized officer. | Form should include calculation methodology consistent with definitions. Include lines for Adjusted EBITDA, first lien debt, total debt, unrestricted cash, and resulting ratios. | Draft 2 form substantially acceptable. Minor formatting issues. | Partially Resolved | Resolved | Compliance certificate form agreed. | Low | Sophie Tremblay | No further action. |
| 33 | Section 10.18 — Sanctions, Anti-Corruption, Anti-Money Laundering | Covenants requiring ongoing compliance with OFAC sanctions, FCPA, USA PATRIOT Act, Bank Secrecy Act. No proceeds used in violation of any Sanctions. | Standard borrower-side provisions. Knowledge qualifier for agents/employees of Loan Parties. Annual compliance certification. | Draft 2 conforms — knowledge qualifier included. Annual certification via compliance certificate. | Partially Resolved | Resolved | OFAC, anti-corruption, and AML provisions agreed per C&H mark-up. | Medium | Marcus Leung | No further action. |
| 34 | Exhibits — Form of Assignment and Assumption | Standard form for lender assignments. Includes fields for assignor, assignee, assigned amount, and consent signatures. | Standard form; no substantive issues. | Draft 2 form acceptable. | Resolved | Resolved | No changes from V1. | Low | Sophie Tremblay | No further action. |
| 35 | Section 10.06 — Collateral Matters / Intercreditor | Permits Administrative Agent to enter into First Lien/Unsecured Intercreditor Agreement (with Pinnacle Trust Company) and future First Lien/Second Lien Intercreditor Agreement. Agent authorized to take actions consistent with intercreditor agreements. | Ensure agent's authority to enter into intercreditor agreements is clearly stated. Borrower to have consent right on any future second lien intercreditor agreement terms. | Draft 2 includes borrower consent on future second lien intercreditor (reasonable consent standard). | Open | Resolved | Borrower consent on second lien intercreditor added. First Lien/Unsecured intercreditor being negotiated separately (W&G first draft March 12, C&H mark-up March 19). | Medium | Marcus Leung | No further action on credit agreement. Intercreditor agreement tracked in separate workstream. |