[sheet: Cover]
Field | Value
Document Title | Credit Agreement Issues List — Version 3.0 (Final Open Items)
Matter | Nexford Industrial Holdings Inc. — $1,400,000,000 Senior Secured Term Loan B
Matter Number | 1005-00001
Billing Code | IBL-NIH-2025-031
Client | Nexford Industrial Holdings Inc.
Borrower's Counsel | Calderwood & Harkness LLP, 425 Lexington Avenue, New York, NY 10017
Responsible Partner | Claudia Merritt
Lead Associate | Marcus Leung
Working Associate | Sophie Tremblay
Arranger's / Agent's Counsel | Whitfield & Gage LLP (Margaret Ashby / Jonathan Ferris)
Administrative Agent / Collateral Agent | Crescent Harbor Bank, N.A.
Credit Agreement Draft Reference | NIH Credit Agreement — Draft 3 (W&G circulated March 17, 2025) vs. C&H Marked Draft 3 (returned March 18, 2025)
Version | 3.0
Date | March 19, 2025
Prior Versions | Version 1.0 (February 26, 2025); Version 2.0 (March 6, 2025)
Classification | Confidential and Privileged — Attorney Work Product
Distribution | Internal C&H deal team only; selected items shared with Nexford management (David Engstrom, Michelle Kaplan, Priya Mehta) and Granite Peak (Ryan Ostrowski) / Kellner Brandt & Associates LLP (Patricia Voss) as appropriate
[sheet: Issues List]
Issue # | CA Section / Provision | Issue Category | Issue Description | Borrower's Position (C&H / Nexford) | Agent's / Lender's Position (W&G / Crescent Harbor) | Priority | Status | Resolution / Current Draft Language Summary | Version First Raised | Last Updated | Responsible C&H Attorney | Notes / Next Steps
1 | Section 1.01 — Definitions — 'Adjusted EBITDA' | Definitions | Scope of permitted EBITDA add-backs; Agent draft limited add-backs to $20M cap; Borrower sought uncapped cost savings / synergies add-back with 24-month realization period and $28M of identified add-backs (acquisition costs $12M, restructuring $8.5M, sponsor management fees $4.5M, integration costs $3M) | Uncapped projected cost savings with 24-month run-rate period; $28M baseline add-backs fully permitted; no aggregate cap on non-recurring items | Initial position: hard cap of $20M on all add-backs; revised to 25% of EBITDA cap with 18-month realization period | High | Resolved | Agreed: add-backs capped at 25% of Adjusted EBITDA (currently ~$96.25M based on $385M EBITDA); cost savings/synergies limited to 24-month projected run-rate; current $28M add-backs ($12M acquisition, $8.5M restructuring, $4.5M sponsor fees, $3M integration) expressly permitted | V1.0 | 2025-03-17 | Marcus Leung | Final language in Draft 3 acceptable
2 | Section 1.01 — Definitions — 'Consolidated Net Income' | Definitions | Exclusions from CNI calculation for purposes of builder basket and restricted payment capacity; Agent draft excluded extraordinary gains but not extraordinary losses | Exclude both extraordinary/non-recurring gains and losses; exclude non-cash charges related to purchase accounting adjustments | Symmetrical treatment of extraordinary items acceptable; resisted exclusion of all purchase accounting adjustments | Medium | Resolved | Agreed: extraordinary and non-recurring gains and losses excluded; non-cash purchase accounting adjustments excluded up to $15M per fiscal year | V1.0 | 2025-03-17 | Marcus Leung | Resolved in Draft 3
3 | Section 1.01 — Definitions — 'Change of Control' | Definitions | Trigger threshold for acquisition of voting equity by non-permitted holders; cross-default to Senior Unsecured Notes Indenture (Pinnacle Trust Company as trustee); requirement that Nexford remain direct wholly-owned subsidiary of Holdings | 35% threshold for non-Granite Peak acquisition; include customary carve-outs for IPO, passive investors, and employee benefit plans; cross-trigger to Unsecured Notes only if actual change of control event thereunder | 30% threshold initially proposed; resisted IPO carve-out; wanted automatic cross-default on any event that could constitute a change of control under the Indenture | High | Resolved | Agreed: 35% voting equity threshold (excluding Granite Peak Capital Partners, LP and affiliates); Nexford must remain direct wholly-owned subsidiary of Granite Peak NIH Holdings, LLC; cross-default to Indenture dated November 8, 2021 (Pinnacle Trust Company as trustee, $250M 7.250% Senior Unsecured Notes due 2028) only upon actual 'change of control' thereunder; IPO carve-out for bona fide public offering accepted | V1.0 | 2025-03-17 | Marcus Leung | Key commercial term resolved at principals level (Merritt/Ashby call March 10)
4 | Section 1.01 — Definitions — 'Excess Cash Flow' | Definitions | Definition of ECF and deductions permitted; dispute over whether voluntary prepayments of other indebtedness should reduce ECF | Deduct all voluntary prepayments (including of unsecured notes and permitted junior debt), capital expenditures in excess of budget, acquisition consideration, and cash restructuring charges | Limit deductions to mandatory amortization and voluntary TLB prepayments only; exclude deductions for prepayments of other debt | High | Resolved | Agreed: ECF deductions include (i) scheduled amortization ($14M annually), (ii) voluntary TLB prepayments, (iii) voluntary prepayments of unsecured notes (capped at $50M/year deduction), (iv) CapEx actually paid, (v) cash acquisition consideration, (vi) cash restructuring charges up to $15M/year | V1.0 | 2025-03-17 | Marcus Leung | Final language confirmed in Draft 3
5 | Section 1.01 — Definitions — 'First Lien Net Leverage Ratio' | Definitions | Calculation methodology; netting of unrestricted cash; treatment of letters of credit | Net all unrestricted cash and cash equivalents (pro forma $100M at closing) without cap; exclude undrawn LCs from numerator | Cap nettable cash at $75M; include face amount of undrawn LCs in first lien debt | Medium | Resolved | Agreed: net unrestricted cash without cap; exclude undrawn LCs but include drawn LCs. Pro forma at closing: ($1,400,000,000 - $100,000,000) / $385,000,000 = 3.38x first lien net leverage | V1.0 | 2025-03-05 | Marcus Leung | Resolved in Draft 2
6 | Section 1.01 — Definitions — 'Total Net Leverage Ratio' | Definitions | Inclusion of unsecured notes ($250M) in total debt; same cash netting methodology | Consistent cash netting approach; total net leverage at closing: ($1,400,000,000 + $250,000,000 - $100,000,000) / $385,000,000 = 4.03x | Agreed with Borrower approach | Low | Resolved | Agreed: total net leverage includes TLB + unsecured notes, less unrestricted cash. Pro forma 4.03x at closing | V1.0 | 2025-03-05 | Sophie Tremblay | Resolved in Draft 2
7 | Section 1.01 — Definitions — 'Permitted Indebtedness' / Incremental Facility | Definitions / Negative Covenants | Size and terms of free-and-clear incremental basket; ratio-based incurrence test; most favored nation protection on incremental term loans | Free-and-clear basket: greater of $280,000,000 and 100% of LTM EBITDA (~$385M); ratio incurrence at 4.75x first lien net leverage; MFN sunset at 12 months; 75 bps MFN threshold | Free-and-clear at $200M fixed; ratio incurrence at 4.25x; MFN sunset at 18 months; 25 bps threshold | High | Resolved | Agreed: free-and-clear basket at greater of $280,000,000 and 100% LTM EBITDA; plus unlimited ratio-based at pro forma 4.50x first lien net leverage; most favored nation protection with 50 bps threshold applicable to incremental term loans within first 12 months of closing; MFN applies only to term loans (not revolving commitments) | V1.0 | 2025-03-17 | Marcus Leung | MFN threshold compromise reached at 50 bps (Merritt/Ashby call); 4.50x ratio test compromise between 4.25x and 4.75x positions
8 | Section 2.05 — Mandatory Prepayments — Excess Cash Flow Sweep | Pricing & Economics | ECF sweep percentages and step-down thresholds; Borrower requested more aggressive step-downs | 50% above 4.50x first lien net leverage; 25% between 3.75x and 4.50x; 0% at or below 3.75x | 50% at all times above 3.50x; 25% between 3.00x and 3.50x; 0% below 3.00x | High | Resolved | Agreed: 50% above 4.25x first lien net leverage; 25% at ≤ 4.25x and > 3.50x; 0% at ≤ 3.50x. Pro forma leverage at closing (3.38x) would currently qualify for 0% sweep | V1.0 | 2025-03-17 | Marcus Leung | Compromise reached; borrower near-term benefits from 0% tier given 3.38x pro forma leverage
9 | Section 2.05(b) — Mandatory Prepayments — Asset Sales | Negative Covenants | Reinvestment period length and de minimis basket for asset sale prepayment obligations | 365-day reinvestment period with 180-day extension (total 545 days) if committed; $35M annual de minimis | 365-day reinvestment with no extension; $15M de minimis | Medium | Resolved | Agreed: 365-day reinvestment period with 180-day extension to 545 days if binding commitment entered; $25,000,000 annual de minimis basket; 100% of net cash proceeds above threshold applied to mandatory prepayment | V1.0 | 2025-03-17 | Marcus Leung | Resolved in Draft 3
10 | Section 2.05(d) — Mandatory Prepayments — Insurance / Condemnation | Negative Covenants | Threshold for mandatory prepayment from insurance/condemnation proceeds and reinvestment rights | Reinvestment rights mirror asset sale provisions; $15M threshold | No reinvestment rights; $5M threshold | Medium | Resolved | Agreed: reinvestment rights on same terms as asset sales (365/545 days); $10,000,000 threshold per event | V2.0 | 2025-03-17 | Sophie Tremblay | Resolved in Draft 3
11 | Section 2.03 — Voluntary Prepayment — Repricing Soft Call | Pricing & Economics | Duration of soft call protection for repricing transactions | 6-month sunset on 101 soft call | 12-month sunset on 101 soft call | Medium | Resolved | Agreed: 101 (1.00%) soft call premium applicable to repricing transactions within first 6 months after closing date (March 28, 2025). No call premium thereafter for voluntary prepayments at par | V1.0 | 2025-03-05 | Marcus Leung | Resolved in Draft 2
12 | Section 2.01 / Interest — SOFR Mechanics | Pricing & Economics | Credit spread adjustment for Term SOFR; SOFR floor level; interest period options | CSA of 10 bps for 1-month SOFR, 15 bps for 3-month SOFR; 0.50% floor; 1-, 3-, and 6-month interest period options | CSA of 10 bps (1M) and 15 bps (3M) agreed; 1.00% floor; 1- and 3-month only | Medium | Resolved | Agreed: Term SOFR + 400 bps; CSA of 10 bps (1-month) and 15 bps (3-month); SOFR floor of 0.75% (compromise); interest periods of 1, 3, and 6 months (6-month added); default rate +200 bps | V1.0 | 2025-03-05 | Marcus Leung | Floor compromise at 0.75% agreed in Draft 2; 6-month interest period added in Draft 3
13 | Section 2.06 — Amortization | Pricing & Economics | Quarterly amortization rate | 1.00% per annum ($3,500,000/quarter = $14,000,000/year) | 1.00% per annum agreed | Low | Resolved | Agreed: 1.00% per annum of original principal amount ($1,400,000,000), payable quarterly in equal installments of $3,500,000, with balance due at maturity (March 28, 2032) | V1.0 | 2025-02-26 | Sophie Tremblay | Agreed from initial term sheet; no dispute
14 | Section 4.01 — Conditions Precedent to Closing — Solvency Certificate | Conditions Precedent | Form and scope of solvency certificate; whether on consolidated or individual entity basis | Consolidated basis only (Nexford and subsidiaries); delivered by CFO (Michelle Kaplan) | Initially requested individual entity solvency certificates for each Guarantor | Medium | Resolved | Agreed: single solvency certificate on a consolidated basis for Nexford and its subsidiaries, delivered by CFO. No individual entity certificates required | V1.0 | 2025-03-05 | Sophie Tremblay | Resolved in Draft 2
15 | Section 4.01 — Conditions Precedent — Legal Opinions | Conditions Precedent | Scope of legal opinions required at closing; number and identity of opinion providers | C&H opinion (NY law enforceability and UCC perfection); Hargrove & Whitmore LLP (Illinois enforceability/perfection — Robert Kimura); Briarcliff Legal Group PA (Delaware entity opinions — Catherine Ellsworth); no opinions required from each subsidiary guarantor jurisdiction | Requested opinions from counsel in each state of guarantor organization (PA, SC, TX, MI in addition to DE and IL) | Medium | Resolved | Agreed: three opinions — (1) C&H (NY law enforceability and UCC perfection), (2) Hargrove & Whitmore LLP (IL law), (3) Briarcliff Legal Group PA (DE entity opinions covering all DE-organized entities). No separate PA, SC, TX, or MI opinions required | V1.0 | 2025-03-17 | Marcus Leung | Resolved in Draft 3 after confirmation that DE and IL opinions cover primary jurisdictions
16 | Section 4.01 — Conditions Precedent — Real Property Deliverables | Conditions Precedent | Whether mortgages and title insurance policies are conditions to closing or post-closing deliverables | Post-closing (60 days); mortgages for four properties: Schaumburg IL ($85M appraised), Rockford IL ($42M), Greenville SC ($38M), Houston TX ($28M); total $193M appraised value; title insurance from Landmark Title Assurance Company | Conditions to closing for at least the Schaumburg HQ property | High | Resolved | Agreed: all four mortgages and title policies (Landmark Title Assurance Company) are post-closing deliverables with 30-day deadline (April 30, 2025, being ~33 days post-closing). Mortgage recording in Cook County IL, Winnebago County IL, Greenville County SC, and Harris County TX. Appraisals by Greystone Valuation Services, Inc. (Daniel Pritchard) accepted as satisfactory | V1.0 | 2025-03-17 | Sophie Tremblay | Resolved; Agent accepted post-closing for all four properties
17 | Section 5.01 — Representations — Material Adverse Effect | Representations & Warranties | Definition of 'Material Adverse Effect' and applicable carve-outs | Broad carve-outs for industry-wide conditions, macroeconomic changes, changes in law, changes in GAAP, acts of God/force majeure, effects of the announcement of the transaction, and effects of compliance with the credit agreement | Narrower carve-outs; excluded force majeure; wanted disproportionate impact qualifier on industry and macro carve-outs | High | Resolved | Agreed: MAE carve-outs include all Borrower-proposed items including force majeure; disproportionate impact qualifier applies only to industry and macroeconomic carve-outs (i.e., carve-out does not apply to the extent Nexford is disproportionately affected relative to peers) | V1.0 | 2025-03-17 | Marcus Leung | Disproportionate impact qualifier was the key compromise
18 | Section 5.04 — Representations — Sanctions / OFAC / Anti-Corruption | Representations & Warranties | Scope of sanctions and anti-corruption representations; knowledge qualifier for agents and employees | Knowledge qualifier ('to the knowledge of the Loan Parties') for representations regarding agents, employees, and directors not being Sanctioned Persons; compliance with OFAC, FCPA, USA PATRIOT Act, and Bank Secrecy Act as affirmative covenants | No knowledge qualifier; absolute representation that no person associated with any Loan Party is a Sanctioned Person | Medium | Resolved | Agreed: 'to the knowledge of the Loan Parties' qualifier applies to representations regarding agents; absolute representation for directors and officers; OFAC, anti-corruption, and AML compliance as both representations and affirmative covenants | V1.0 | 2025-03-17 | Marcus Leung | Standard market resolution
19 | Section 5.13 — Representations — Environmental Matters | Representations & Warranties | Scope of environmental representations in light of Phase I ESA findings from Clearwater Environmental Sciences, Inc. | Representations qualified by materiality and knowledge; reference to Phase I ESAs as baseline; no representation as to absence of all contamination | Broader environmental reps without materiality qualifier; wanted representation that all sites are in full compliance with Environmental Laws | Medium | Resolved | Agreed: environmental representations qualified by 'in all material respects' and 'to the knowledge of the Loan Parties' where appropriate; Phase I ESAs by Clearwater Environmental Sciences, Inc. (Dr. Nathan Foley, project manager) delivered and accepted; specific disclosure schedule for known recognized environmental conditions | V2.0 | 2025-03-17 | Sophie Tremblay | Resolved in Draft 3
20 | Section 6.01 — Affirmative Covenants — Financial Reporting | Affirmative Covenants | Timing and scope of financial reporting obligations; annual audit requirement | Annual audited financials within 120 days of fiscal year end (December 31); quarterly unaudited within 60 days; auditor: Ashworth & Kendrick LLP (Helen Yamamoto, CPA) | Annual within 90 days; quarterly within 45 days | Medium | Resolved | Agreed: annual audited financials within 120 days; quarterly unaudited within 60 days; compliance certificate with each delivery; annual budget/projections within 90 days of fiscal year start | V1.0 | 2025-03-05 | Sophie Tremblay | Timing compromise reached in Draft 2
21 | Section 6.12 — Affirmative Covenants — Springing Financial Covenant | Affirmative Covenants | Springing financial covenant — trigger mechanism; testing frequency; applicable ratio | Maximum first lien net leverage of 5.25x; tested only when revolving borrowings exceed 40% of revolving commitments; quarterly testing when triggered | Maximum first lien net leverage of 4.75x; tested when revolving borrowings exceed 30% of commitments | High | Resolved | Agreed: maximum first lien net leverage of 5.00x (compromise); tested quarterly only when aggregate revolving loans exceed 40% of revolving commitments (Borrower position). Note: no revolving facility in current transaction; covenant applies if revolver added via incremental facility | V1.0 | 2025-03-17 | Marcus Leung | 5.00x ratio is compromise between 4.75x and 5.25x; 40% trigger threshold is Borrower's position
22 | Section 7.01 — Negative Covenants — Indebtedness | Negative Covenants | Permitted indebtedness baskets beyond incremental facility (addressed in Issue #7) | Capital lease/purchase money basket of $50M; general basket of $50M; intercompany debt unlimited among Loan Parties | Capital lease/purchase money at $30M; general basket of $20M; intercompany limited to $100M | Medium | Resolved | Agreed: capital leases and purchase money debt up to $50,000,000; general indebtedness basket of $35,000,000 (compromise); intercompany loans unlimited among Loan Parties (subject to subordination and pledge of intercompany note to Collateral Agent) | V1.0 | 2025-03-17 | Marcus Leung | General basket compromise at $35M
23 | Section 7.02 — Negative Covenants — Liens | Negative Covenants | Scope of permitted liens; purchase money and capital lease lien basket alignment with indebtedness basket | Permitted liens aligned with permitted indebtedness; $10M general lien basket; judgment lien exception | General lien basket of $5M; no separate judgment lien carve-out | Medium | Resolved | Agreed: permitted lien baskets align with indebtedness baskets; general lien basket $7.5M; judgment liens permitted up to 60 days or while being contested in good faith with adequate reserves | V2.0 | 2025-03-17 | Sophie Tremblay | Resolved in Draft 3
24 | Section 7.05 — Negative Covenants — Restricted Payments | Negative Covenants | Builder basket size and mechanics; annual general RP basket; unlimited RP based on leverage | Builder basket: $50M starter + 50% cumulative CNI from Q1 2025; annual general basket $30M; unlimited RPs at ≤ 3.50x total net leverage | Builder basket: $25M starter + 50% CNI; annual basket $15M; unlimited RPs at ≤ 3.25x total net leverage | High | Partially Resolved | Current draft: builder basket $50,000,000 starter + 50% cumulative CNI from Q1 2025 (Borrower position accepted); annual general basket $25,000,000/year (compromise); unlimited restricted payments subject to pro forma compliance with 3.75x total net leverage (compromise between 3.50x and 3.25x positions). OPEN: Agent requesting that the current ~$335M dividend at closing be counted against the builder basket; Borrower position is that closing dividend is a use of proceeds, not a restricted payment under the covenant | V1.0 | 2025-03-19 | Marcus Leung | ESCALATED TO PRINCIPALS — Closing dividend treatment; Claudia Merritt to discuss with Margaret Ashby
25 | Section 7.06 — Negative Covenants — Investments | Negative Covenants | Permitted investment baskets; treatment of acquisitions | Unlimited acquisitions subject to pro forma compliance with 4.50x first lien net leverage; $50M general investment basket; $25M basket for investments in unrestricted subsidiaries | Acquisition leverage test at 4.00x; general basket $25M; no unrestricted subsidiary basket | High | Resolved | Agreed: permitted acquisitions subject to pro forma compliance with 4.25x first lien net leverage (compromise); general investment basket of $40M; investments in unrestricted subsidiaries up to $15M; no consent required for acquisitions meeting basket and leverage test | V1.0 | 2025-03-17 | Marcus Leung | 4.25x acquisition leverage test is a compromise
26 | Section 7.07 — Negative Covenants — Affiliate Transactions | Negative Covenants | Thresholds and exceptions for affiliate transactions, including sponsor management fee | Sponsor management fee ($4.5M annually) expressly permitted; transactions under $5M require only board approval; over $5M require fairness opinion or independent board approval | All affiliate transactions over $1M require independent board approval or fairness opinion; sponsor management fee subject to annual cap approved by Agent | Medium | Resolved | Agreed: sponsor management fee (Granite Peak) at current levels ($4.5M/year) expressly permitted without approval; affiliate transactions under $5M exempted from approval requirements; over $5M require approval by majority of disinterested directors or a fairness opinion | V2.0 | 2025-03-17 | Sophie Tremblay | Resolved in Draft 3
27 | Section 7.09 — Negative Covenants — Restrictive Agreements | Negative Covenants | Permitted restrictions in agreements of subsidiaries (negative pledge exceptions) | Broad exceptions for customary restrictions in operating agreements, joint ventures, leases, and permitted indebtedness documents | Narrow exceptions; wanted to restrict ability of subsidiaries to agree to negative pledges in favor of third parties | Low | Resolved | Agreed: customary carve-outs for restrictions in leases, joint venture agreements, agreements governing permitted indebtedness, and customary provisions in acquisition agreements | V2.0 | 2025-03-17 | Sophie Tremblay | Resolved in Draft 3
28 | Section 8.01 — Events of Default — Cross-Default | Events of Default | Cross-default threshold; whether cross-default applies to Senior Unsecured Notes ($250M, 7.250%, Pinnacle Trust Company as trustee) | Cross-default threshold of $35M; cross-default to Senior Unsecured Notes only upon payment default or acceleration (not mere covenant default) | Cross-default threshold of $15M; any default under Unsecured Notes constitutes Event of Default | High | Resolved | Agreed: cross-default threshold of $25M (compromise); cross-default to Senior Unsecured Notes Indenture (Pinnacle Trust Company) triggered only upon payment default or actual acceleration thereunder (Borrower position accepted) | V1.0 | 2025-03-17 | Marcus Leung | Resolved in Draft 3
29 | Section 8.01 — Events of Default — Judgment Default | Events of Default | Monetary threshold for judgment defaults; cure period | Judgments exceeding $25M (net of insurance); 60-day cure period | Judgments exceeding $10M; 30-day cure period | Medium | Resolved | Agreed: judgments exceeding $20M individually or in the aggregate (net of insurance from Continental Shield Underwriters, Inc. or other applicable carrier); 60-day cure period to satisfy, vacate, or stay | V1.0 | 2025-03-05 | Sophie Tremblay | Resolved in Draft 2
30 | Section 8.01 — Events of Default — Change of Control | Events of Default | Whether change of control is an immediate Event of Default or a mandatory prepayment event | Mandatory prepayment event (101% of principal); not an immediate Event of Default — gives Borrower opportunity to refinance | Immediate Event of Default upon occurrence of change of control | High | Partially Resolved | Current draft: change of control triggers a mandatory offer to prepay at par (not 101%); if Required Lenders direct, Administrative Agent may declare all obligations immediately due and payable. OPEN: Borrower seeking a 30-day cure/refinancing period after change of control notice before acceleration; Agent position is immediate right to accelerate upon Required Lender direction | V1.0 | 2025-03-19 | Marcus Leung | ESCALATED TO PRINCIPALS — Cure period for change of control; Claudia Merritt to discuss with Margaret Ashby
31 | Section 10.01 — Amendments and Waivers — Voting Thresholds | Voting & Amendments | Required Lender threshold; sacred rights requiring unanimity | Required Lenders = 50.1% of outstanding loans; sacred rights (rate reductions, maturity extensions, release of all/substantially all collateral or guarantees) require 100%; pro rata sharing only for waterfall amendments | Required Lenders = 50.1% agreed; wanted additional sacred rights including any modification to ECF sweep or MFN provisions | Medium | Resolved | Agreed: Required Lenders at 50.1%; sacred rights limited to customary items (rate, maturity, amortization, collateral/guarantee release, pro rata sharing, subordination); ECF sweep modifications and most favored nation threshold changes require Required Lender (not unanimous) consent | V2.0 | 2025-03-17 | Marcus Leung | Resolved in Draft 3
32 | Section 10.07 — Assignments and Participations — Disqualified Lender List | Assignments & Participations | Borrower's right to maintain a list of disqualified lenders; consent rights over assignments | Borrower-maintained DQ list (up to 50 names plus affiliates); Borrower consent required for assignments to any non-DQ lender while no Event of Default exists (not to be unreasonably withheld; deemed consent after 10 business days) | No DQ list; no Borrower consent for assignments to eligible assignees | Medium | Resolved | Agreed: Borrower may designate up to 25 names plus clearly identifiable affiliates as disqualified lenders; Borrower consent required for assignments while no Event of Default exists (not unreasonably withheld, conditioned, or delayed; deemed consent after 10 business days of notice); Crescent Harbor target final hold of $175,000,000 | V1.0 | 2025-03-17 | Marcus Leung | Compromise on DQ list size (25 vs. 50)
33 | Section 3.03 / 7.11 — Collateral — Deposit Account Control Agreements | Security & Collateral | Timing and scope of DACAs; whether springing or immediate control | Springing control (activated only upon Event of Default or upon Agent notice after default); DACAs for accounts at Crescent Harbor Bank and Redstone National Bank (accounts -4471, -4472, -6633) | Immediate activated control over all deposit accounts | Medium | Resolved | Agreed: DACAs with springing control (activated upon Event of Default and notice from Collateral Agent); covers all material deposit accounts including at Crescent Harbor Bank, N.A. and Redstone National Bank (accounts ending -4471, -4472, -6633); de minimis threshold of $500,000 for excluded accounts | V2.0 | 2025-03-17 | Sophie Tremblay | Resolved in Draft 3
34 | Section 7.11 / Collateral — Excluded Assets | Security & Collateral | Scope of excluded assets from the collateral package | Exclude motor vehicles with book value below $250,000/vehicle; letter of credit rights under $1,000,000; commercial tort claims under $2,500,000; assets where pledging cost is excessive relative to benefit; foreign subsidiary assets | Lower thresholds ($100K for vehicles, $500K for LC rights, $1M for tort claims) | Low | Resolved | Agreed: exclusions per Borrower's position — motor vehicles below $250,000 per vehicle, LC rights under $1,000,000, commercial tort claims under $2,500,000, and assets where cost of pledging is excessive relative to benefit (determined in good faith by Borrower with consent of Agent, not unreasonably withheld) | V1.0 | 2025-03-05 | Sophie Tremblay | Resolved in Draft 2
35 | Section 7.11 / Collateral — CFC Holdco Pledge Limitation | Security & Collateral | Pledge limitation for equity in Nexford Canada Holdings ULC held by Nexford International Holdings, Inc. (CFC Holdco) | 65% of voting equity and 100% of non-voting equity of first-tier foreign subsidiaries (Nexford Canada Holdings ULC); no guarantee from Nexford Canada Holdings ULC or Nexford Canada Manufacturing, Inc. (Ontario corp.) | Agreed with 65/100 structure; requested negative pledge covenant from Canadian subs | Low | Resolved | Agreed: 65% voting / 100% non-voting equity pledge in Nexford Canada Holdings ULC (British Columbia ULC) by Nexford International Holdings, Inc.; no guarantee or security from NCH ULC or Nexford Canada Manufacturing, Inc. (Ontario); negative pledge covenant from Canadian subs not required | V1.0 | 2025-03-05 | Marcus Leung | Resolved in Draft 2; standard CFC treatment
36 | Section 7.08 — Negative Covenants — Fundamental Changes | Negative Covenants | Restrictions on mergers, consolidations, and dissolutions; permitted reorganizations among Loan Parties | Mergers among Loan Parties freely permitted provided Borrower is the surviving entity (or a Guarantor); asset transfers among Loan Parties unrestricted; Borrower may merge with any person if Borrower is survivor and no Default | More restrictive — mergers among Loan Parties require 15-day prior notice and no Default; no acquisitive mergers by Borrower | Medium | Resolved | Agreed: mergers and consolidations among Loan Parties permitted without notice provided Borrower is survivor (or surviving entity becomes Borrower); Borrower may consummate acquisitive mergers if (i) Borrower is surviving entity, (ii) no Default, (iii) pro forma compliance with covenants; 10-day advance notice for mergers involving non-Loan Parties | V2.0 | 2025-03-17 | Sophie Tremblay | Resolved in Draft 3
37 | Section 6.02 — Affirmative Covenants — Insurance | Affirmative Covenants | Insurance requirements; lender loss payee / additional insured status; adequacy of coverage | Insurance program administered by Vantage Risk Advisors, LLC (Rachel Sorensen); property/casualty from Continental Shield Underwriters, Inc.; D&O from Meridian Specialty Insurance Co.; standard lender loss payee and additional insured endorsements; annual compliance certificate | Minimum coverage amounts specified in credit agreement; Agent to approve any change in carrier | Low | Resolved | Agreed: maintain insurance in amounts and with carriers consistent with industry practice; Collateral Agent named as lender loss payee (property) and additional insured (liability); no Agent approval for carrier changes provided replacement carrier has comparable rating; annual insurance compliance certificate required | V2.0 | 2025-03-17 | Sophie Tremblay | Resolved in Draft 3
38 | Section 10.09 — Intercreditor Provisions | Miscellaneous | Credit agreement authorization for Administrative Agent to enter into intercreditor agreement with Pinnacle Trust Company; future second lien intercreditor authorization | First Lien/Unsecured Intercreditor Agreement with Pinnacle Trust Company authorized; credit agreement to include blanket authorization for Administrative Agent to enter future First Lien/Second Lien intercreditor if second lien debt incurred | Agreed in principle; specific form of intercreditor to be separately negotiated (separate issues list) | Low | Resolved | Agreed: Section 10.09 authorizes Crescent Harbor Bank, N.A. as Administrative Agent and Collateral Agent to enter into (i) the First Lien/Unsecured Intercreditor Agreement with Pinnacle Trust Company (executed at closing) and (ii) any future First Lien/Second Lien Intercreditor Agreement in customary form without further lender consent | V2.0 | 2025-03-17 | Marcus Leung | Resolved in Draft 3; intercreditor agreement itself negotiated on separate track
39 | Section 6.14 — Affirmative Covenants — Post-Closing Obligations | Affirmative Covenants | Scope and deadlines for post-closing deliverables | 30-day deadline for mortgages and title policies (4 properties); 60-day deadline for any missing local law filings; post-closing certificate to confirm delivery | 15-day deadline for mortgages; 30-day for other items | Medium | Partially Resolved | Current draft: mortgages and title insurance policies (Landmark Title Assurance Company) due within 33 days (by April 30, 2025); UCC-3 termination statements for Atlas Meridian Bank, N.A. liens due within 3 business days (by March 31, 2025); original executed documents within 3 business days. OPEN: Agent requesting that failure to deliver post-closing items by deadline constitute an immediate Event of Default; Borrower seeking 15-day grace period after written notice of non-delivery | V2.0 | 2025-03-19 | Sophie Tremblay | OPEN — Grace period for post-closing delivery failure; to be resolved at associate level (Leung/Ferris)
40 | Section 5.18 — Representations — Subsidiary Guarantors | Representations & Warranties | Completeness of guarantor coverage; schedule listing all subsidiaries and guarantor status | 11 Subsidiary Guarantors (Nexford Precision Components Inc.; Nexford Engineered Systems LLC; Nexford Coatings & Surface Technologies Inc.; Nexford Manufacturing Services LLC; Nexford Properties LLC; Nexford International Holdings Inc.; Clearfield Tool & Die Inc.; Summit Industrial Fabrication Co.; Ridgepoint Specialty Coatings LLC; Lakeshore Precision Engineering Inc.) plus Holdings Guarantor (Granite Peak NIH Holdings LLC). Canadian subs excluded. All domestic restricted subs are Guarantors. | Agreed with Borrower's schedule; requested representation that list is complete and that no excluded subsidiary has material assets or revenue | Low | Resolved | Agreed: schedule listing all 11 Subsidiary Guarantors and Holdings Guarantor accepted; representation that no non-Guarantor subsidiary has assets exceeding 5% of consolidated total assets or revenue exceeding 5% of consolidated revenue (Nexford Canada Holdings ULC and Nexford Canada Manufacturing Inc. confirmed below thresholds) | V2.0 | 2025-03-17 | Sophie Tremblay | Resolved in Draft 3
41 | Section 2.14 — Incremental Facility — MFN Sunset and Application | Pricing & Economics | Whether most favored nation protection applies to incremental equivalent debt (pari passu term loans incurred outside the credit agreement) | MFN applies only to incremental term loans under the credit agreement; does not apply to incremental equivalent debt | MFN should apply to all incremental debt, including equivalent debt | Medium | Open | OPEN: Borrower maintains MFN with 50 bps threshold and 12-month sunset should apply only to incremental term loans incurred under the credit agreement, not to incremental equivalent debt (e.g., pari passu term loans incurred under a separate credit facility). Agent position is that MFN should cover all pari passu first lien debt. This is the final substantive MFN issue remaining. | V3.0 | 2025-03-19 | Marcus Leung | NEW ISSUE — To be discussed on next Leung/Ferris call; may need principal escalation
42 | Section 7.04 — Negative Covenants — Asset Dispositions | Negative Covenants | De minimis basket for asset sales not subject to mandatory prepayment or other restrictions; fair market value determination | Individual sale threshold of $10M and aggregate annual threshold of $35M for unrestricted dispositions; FMV determined in good faith by Borrower's board for sales over $25M | Individual $5M / aggregate $20M; FMV determined by independent appraiser for sales over $10M | Medium | Resolved | Agreed: individual disposition threshold of $7.5M and aggregate annual threshold of $25,000,000 for dispositions not requiring mandatory prepayment (aligned with asset sale reinvestment basket); FMV determined by board of Borrower in good faith for sales under $25M; independent valuation (or fairness opinion) required for sales above $25M | V1.0 | 2025-03-17 | Marcus Leung | Resolved in Draft 3
43 | Schedules — Existing Indebtedness | Miscellaneous | Accurate schedule of existing indebtedness at closing | Schedule to list: (i) Term Loan B $1,400,000,000 (new), (ii) Senior Unsecured Notes $250,000,000 (7.250% due 2028, Pinnacle Trust Company as trustee), (iii) capital leases ~$12M, (iv) letters of credit ~$3.5M. Existing Atlas Meridian debt ($879,375,000 payoff) fully repaid at closing and not scheduled as surviving indebtedness | Agreed with Borrower's schedule subject to review of final capital lease list | Low | Resolved | Agreed: existing indebtedness schedule reflects all surviving debt post-closing; Atlas Meridian facilities (existing Credit Agreement dated June 14, 2019, as amended through Fourth Amendment dated September 12, 2024) repaid in full and terminated | V2.0 | 2025-03-17 | Sophie Tremblay | Resolved; schedule to be attached to execution version
44 | Section 10.18 — Governing Law and Jurisdiction | Miscellaneous | Governing law; exclusive jurisdiction; jury trial waiver | New York governing law; exclusive jurisdiction in NY state and federal courts (Southern District); mutual jury trial waiver | Agreed | Low | Resolved | Agreed: State of New York governing law; exclusive jurisdiction in courts of the State of New York and SDNY; mutual, irrevocable waiver of jury trial | V1.0 | 2025-02-26 | Sophie Tremblay | Agreed from initial draft; no dispute
45 | Section 10.04 — Indemnification | Miscellaneous | Scope of borrower indemnification of Agent and Lenders; carve-outs for gross negligence and willful misconduct | Standard indemnification; carve-out for gross negligence, willful misconduct, and material breach of obligations by indemnified party (as determined by final, non-appealable judgment) | No carve-out for material breach; gross negligence/willful misconduct only | Low | Resolved | Agreed: indemnification with carve-outs for gross negligence, willful misconduct, and material breach by indemnified party as determined by a court of competent jurisdiction in a final, non-appealable judgment | V2.0 | 2025-03-17 | Sophie Tremblay | Resolved in Draft 3
[sheet: Summary Dashboard]
Metric | Count / Value | Percentage
Total Issues Tracked (Cumulative) | 45 | 100.0%
Resolved | 40 | 88.9%
Partially Resolved | 3 | 6.7%
Open | 1 | 2.2%
Escalated to Principals | 2 | 4.4%
Priority Breakdown — High | 14 | 31.1%
Priority Breakdown — Medium | 22 | 48.9%
Priority Breakdown — Low | 9 | 20.0%
High Priority — Resolved | 11 | 78.6% of High
High Priority — Partially Resolved / Open / Escalated | 3 | 21.4% of High
Issues First Raised in V1.0 (Feb 26) | 32 | 71.1%
Issues First Raised in V2.0 (Mar 6) | 12 | 26.7%
Issues First Raised in V3.0 (Mar 19) | 1 | 2.2%
Remaining Open / Escalated Items
#24 — Restricted Payments: Closing dividend treatment against builder basket | Escalated to Principals | Merritt / Ashby
#30 — Change of Control: 30-day cure/refinancing period before acceleration | Escalated to Principals | Merritt / Ashby
#39 — Post-Closing Obligations: Grace period for delivery failure | Partially Resolved / Open | Leung / Ferris
#41 — MFN: Application to incremental equivalent debt | Open | Leung / Ferris
[sheet: Version History]
Version | Date | Credit Agreement Draft Referenced | Total Issues | Resolved | Open | Key Changes | Prepared By | Reviewed By
Version 1.0 | 2025-02-26 | W&G First Draft (Feb 24, 2025) | 32 | 2 | 30 | Initial issues list cataloguing all material departures from term sheet and market practice in W&G's first draft credit agreement; 32 issues identified across all sections | Marcus Leung | Claudia Merritt
Version 2.0 | 2025-03-06 | W&G Second Draft (Mar 5, 2025) / C&H Marked Draft 1 (Mar 3, 2025) | 44 | 22 | 22 | 12 new issues added from second draft review; 20 issues resolved from V1.0 plus 2 from new issues; key resolutions include SOFR floor (0.75%), soft call (6 months), financial reporting timing, CFC holdco pledge, excluded assets; 22 items remain open | Marcus Leung | Claudia Merritt
Version 3.0 | 2025-03-19 | W&G Third Draft (Mar 17, 2025) / C&H Marked Draft 3 (Mar 18, 2025) | 45 | 40 | 5 | 1 new issue added (MFN application to incremental equivalent debt); 18 issues resolved from V2.0; most commercial terms substantially agreed after Merritt/Ashby principals call (Mar 10); 2 items escalated to principals (#24 closing dividend, #30 change of control cure period); 1 partially resolved (#39 post-closing grace period); 1 open (#41 MFN equivalent debt); all other items resolved | Marcus Leung | Claudia Merritt
[sheet: Lender & Party Reference]
Role | Entity Full Legal Name | Short Name | Commitment / Involvement | Key Contact | Address
Borrower | Nexford Industrial Holdings Inc. | Nexford / NIH | $1,400,000,000 (Borrower) | David Engstrom (GC); Michelle Kaplan (CFO); Priya Mehta (VP Treasury) | 1400 Industrial Parkway, Schaumburg, IL 60173
Holdings Guarantor | Granite Peak NIH Holdings, LLC | Holdings | Guarantor; 100% equity owner of Nexford | Ryan Ostrowski (Granite Peak) | c/o Penmark Industries, 1209 Orange Street, Wilmington, DE 19801
PE Sponsor | Granite Peak Capital Partners, LP | Granite Peak | Sponsor; through Fund IV and Co-Invest | Derek Calloway; Vanessa Liu; Ryan Ostrowski | 600 Steamboat Road, Suite 300, Greenwich, CT 06830
Lead Left Arranger / Admin Agent / Collateral Agent | Crescent Harbor Bank, N.A. | Crescent Harbor / CHB | $1,400,000,000 commitment (target final hold $175,000,000); arrangement fee 50 bps ($7M); upfront fee 100 bps to syndicate | Elaine Prescott (MD, Lev Fin); Thomas Nakamura (Dir, Syndication) | 320 Federal Street, Boston, MA 02110
Joint Lead Arranger / Bookrunner | Ironwood Capital Markets, LLC | Ironwood | $200,000,000 commitment | N/A | 1100 Avenue of the Americas, New York, NY 10036
Joint Lead Arranger | Northvane Securities, Inc. | Northvane | $150,000,000 commitment | N/A | 200 South Wacker Drive, Chicago, IL 60606
CLO / Institutional | Ridgeline Asset Management, LP | Ridgeline | $125,000,000 commitment | N/A | 55 East 52nd Street, New York, NY 10055
Direct Lending Fund | Halcyon Credit Partners, LLC | Halcyon | $100,000,000 commitment | N/A | 2000 K Street NW, Washington, DC 20006
Insurance / Institutional | Verdant Institutional Investors, LP | Verdant | $100,000,000 commitment | N/A | One Financial Center, Hartford, CT 06103
CLO Vehicle | Cascadia Loan Fund III, LP | Cascadia III | $75,000,000 commitment (managed by Cascadia Credit Advisors, LLC) | N/A | 888 SW Fifth Avenue, Portland, OR 97204
Institutional Credit Fund | Bluewater Fixed Income Fund, LP | Bluewater | $75,000,000 commitment | N/A | 300 Biscayne Boulevard, Miami, FL 33131
General Syndication | Various institutional investors / CLOs | TBD | ~$400,000,000 remaining (target close March 21, 2025) | N/A | N/A
Existing Lender Agent (refinanced) | Atlas Meridian Bank, N.A. | Atlas Meridian | Payoff: $879,375,000; revolver $0 (terminated) | Sandra Vickers (MD, Portfolio Mgmt) | 500 Liberty Avenue, Pittsburgh, PA 15222
Existing Unsecured Notes Trustee | Pinnacle Trust Company | Pinnacle Trust | Trustee, $250M 7.250% Senior Unsecured Notes due 2028; intercreditor counterparty | N/A | 101 Park Avenue, New York, NY 10178
Borrower's Counsel | Calderwood & Harkness LLP | C&H | Borrower's counsel — credit agreement negotiation | Claudia Merritt (Partner); Marcus Leung (Lead Associate); Sophie Tremblay (Associate) | 425 Lexington Avenue, New York, NY 10017
Arranger's / Agent's Counsel | Whitfield & Gage LLP | W&G | Crescent Harbor's counsel — credit agreement drafter | Margaret Ashby (Partner); Jonathan Ferris (Associate) | 51 West 52nd Street, New York, NY 10019
Sponsor's Counsel | Kellner Brandt & Associates LLP | KB&A | Granite Peak's counsel | Patricia Voss (Partner) | 900 Third Avenue, New York, NY 10022
Rating Agency (1) | Keystone Ratings Group, Inc. | Keystone | CFR: B1; Facility rating: B1 (TLB) | N/A | 7 World Trade Center, New York, NY 10007
Rating Agency (2) | Sentinel Credit Analytics, LLC | Sentinel | CCR: B+; Facility rating: BB- (TLB) | N/A | 55 Water Street, New York, NY 10041