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NIH Credit Agreement — Draft 4 / Near-Final

Privileged & Confidential — Draft — Subject to Change

March 22, 2025

CREDIT AGREEMENT

dated as of [●], 2025

among

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

the GUARANTORS party hereto,

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

CRESCENT HARBOR BANK, N.A., IRONWOOD CAPITAL MARKETS, LLC and NORTHVANE SECURITIES, INC., as Joint Lead Arrangers and Joint Bookrunners,

and

THE LENDERS FROM TIME TO TIME PARTY HERETO

Near-Final Draft — Substantially Agreed — March 22, 2025

Prepared by Whitfield & Gage LLP, reflecting comments of Calderwood & Harkness LLP through Draft 3 mark-up dated March 18, 2025, and subsequent discussions.

Governed by the laws of the State of New York.

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

ARTICLE I — DEFINITIONS AND ACCOUNTING TERMS

Section 1.01 — Defined Terms

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

"ABR" means, for any day, a rate per annum equal to the greatest of (a) the Federal Funds Rate in effect on such day plus 0.50%, (b) the Prime Rate of the Administrative Agent in effect on such day, and (c) one-month Term SOFR in effect on such day plus the Credit Spread Adjustment for a one-month Interest Period plus 1.00%. Any change in the ABR due to a change in any of the foregoing shall be effective from and including the date of such change. In no event shall the ABR be less than 1.00% per annum.

"Adjusted EBITDA" means, for any period, Consolidated Net Income for such period, plus, without duplication and to the extent deducted (or not included) in determining such Consolidated Net Income, (a) Consolidated Interest Expense for such period, (b) income tax expense for such period, (c) depreciation and amortization expense for such period, (d) Permitted Add-Backs for such period (capped at the greater of $35,000,000 and 15% of Adjusted EBITDA for any four-quarter test period, calculated before giving effect to such Permitted Add-Backs), and minus (e) certain non-cash gains included in Consolidated Net Income for such period. For the avoidance of doubt, for the last twelve-month period ended December 31, 2024: reported EBITDA of $357,000,000 plus $28,000,000 of Permitted Add-Backs (consisting of $12,000,000 in acquisition-related costs, $8,500,000 in non-recurring restructuring charges, $4,500,000 in sponsor management fees, and $3,000,000 in integration costs) equals Adjusted EBITDA of $385,000,000.

"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 this Agreement and the other Loan Documents, and its successors in such capacity.

"Affiliate" means, with respect to a specified Person, another Person that directly or indirectly controls, is controlled by, or is under common control with, the Person specified. For purposes of this definition, "control" (including the correlative meanings of "controlling," "controlled by," and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. Without limitation, the term "Affiliate" shall include Granite Peak Capital Partners, LP, Granite Peak Capital Fund IV, LP, GP Fund IV Co-Invest, LP, Granite Peak Capital GP IV, LLC, and their respective affiliates.

"Applicable Margin" has the meaning assigned to "Applicable Rate."

"Applicable Rate" means, with respect to any Term SOFR Loan, a rate per annum equal to 4.00% (400 basis points). With respect to any ABR Loan, the Applicable Rate shall be 3.00% (300 basis points). Upon the occurrence and during the continuance of an Event of Default, the Default Rate shall apply in lieu of the Applicable Rate.

"Arrangers" means Crescent Harbor Bank, N.A., Ironwood Capital Markets, LLC, and Northvane Securities, Inc., each in its capacity as a Joint Lead Arranger and Joint Bookrunner.

"Asset Sale" means any sale, transfer, lease, or other disposition (including any sale-leaseback transaction) of any asset or property (including any equity interest in a Subsidiary) by the Borrower or any Restricted Subsidiary, other than (i) sales of inventory in the ordinary course of business, (ii) dispositions of worn-out, obsolete, or surplus property in the ordinary course of business, (iii) licenses or sublicenses of intellectual property in the ordinary course of business, (iv) dispositions among the Borrower and Restricted Subsidiaries, (v) dispositions of cash equivalents, and (vi) other customary carve-outs. Net Proceeds of Asset Sales shall be subject to the mandatory prepayment provisions of Section 2.06(b)(ii), with reinvestment rights of 365 days (extended to 545 days upon entry into a binding commitment within the initial 365-day period), subject to a $25,000,000 annual de minimis basket.

"Assignment and Assumption" means an Assignment and Assumption Agreement entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 11.06), and accepted by the Administrative Agent, in substantially the form of Exhibit A or any other form approved by the Administrative Agent.

"Bankruptcy Event" means, with respect to any Person, (a) such Person becomes the subject of a proceeding under any Debtor Relief Law, (b) a receiver, conservator, liquidator, or trustee is appointed for such Person or a substantial part of its assets, (c) such Person makes a general assignment for the benefit of creditors, (d) such Person admits in writing its inability to pay its debts as they become due, or (e) such Person takes corporate or entity action for the purpose of effecting any of the foregoing.

"Borrower" means Nexford Industrial Holdings Inc., a Delaware corporation (EIN: 36-4178552; Delaware File No. 5765432), with its principal office at 1400 Industrial Parkway, Schaumburg, Illinois 60173, and its registered agent at c/o Penmark Industries, 1209 Orange Street, Wilmington, Delaware 19801.

"Builder Basket" means an amount equal to $50,000,000 (the "Starter Amount") plus 50% of cumulative Consolidated Net Income of the Borrower and its Restricted Subsidiaries (calculated on a cumulative basis, and not less than zero for any individual fiscal quarter included in such calculation) from the first day of the fiscal quarter commencing January 1, 2025 (Q1 2025) to the end of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 5.01, minus the aggregate amount of Restricted Payments, Investments, and other payments previously made in reliance on the Builder Basket.

"Business Day" means any day other than a Saturday, Sunday, or other day on which commercial banks in New York City are authorized or required by law to close; provided that, for purposes of any determination relating to SOFR or any Term SOFR-related calculation, the term "Business Day" shall also exclude any day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

"Capital Expenditures" means, for any period, amounts capitalized as fixed assets or capital assets on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries in accordance with GAAP (other than amounts so capitalized in connection with Permitted Acquisitions). For the last twelve-month period ended December 31, 2024, Capital Expenditures were $78,000,000.

"CFC" or "Controlled Foreign Corporation" means any Subsidiary that is a "controlled foreign corporation" within the meaning of Section 957 of the Internal Revenue Code (taking into account Section 953 of the Internal Revenue Code, as applicable).

"CFC Holdco" means any domestic Subsidiary of the Borrower substantially all of the assets of which (determined on a book value basis) consist of equity interests in one or more CFCs or other CFC Holdcos. As of the Closing Date, Nexford International Holdings, Inc. is identified as a CFC Holdco.

"Change of Control" means the occurrence of any of the following: (i) the acquisition by any Person or "group" (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934, as amended, or any successor provision thereto), other than the Sponsor and its Affiliates, of beneficial ownership (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) of more than 35% of the total voting equity interests of the Holdings Guarantor (Granite Peak NIH Holdings, LLC); (ii) the Borrower ceasing to be a direct wholly-owned Subsidiary of the Holdings Guarantor (other than as a result of directors' qualifying shares or other nominal amounts of equity held by Persons other than the Holdings Guarantor as required by applicable law); or (iii) a "Change of Control" (or similar event, howsoever denominated) as defined under the Senior Unsecured Notes Indenture. A Change of Control shall constitute an Event of Default and shall trigger the prepayment and acceleration provisions set forth in Section 7.02.

"Closing Date" means the date on which the conditions precedent set forth in Section 4.01 have been satisfied or waived in accordance with the terms hereof, which date is anticipated to be March 28, 2025.

"Collateral" means all assets and property, whether real, personal, or mixed, tangible or intangible, now owned or hereafter acquired by any Loan Party, that are subject to a Lien in favor of the Collateral Agent for the benefit of the Secured Parties pursuant to the Security Documents, as more fully described therein, including substantially all personal property and real property of the Loan Parties. The Collateral is described in greater detail in the Security Agreement, the Pledge Agreements, the intellectual Property Security Agreement, the Mortgages, and the other Security Documents.

"Collateral Agent" means Crescent Harbor Bank, N.A., a national banking association, in its capacity as collateral agent under this Agreement and the other Loan Documents, and its successors in such capacity.

"Commitment Letter" means that certain Commitment Letter dated February 14, 2025, between the Borrower and Crescent Harbor Bank, N.A., as amended, supplemented, or otherwise modified prior to the Closing Date.

"Compliance Certificate" means a certificate of a Responsible Officer of the Borrower, substantially in the form of Exhibit B.

"Consolidated Interest Expense" means, for any period, the total interest expense of the Borrower and its Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP, including amortization of original issue discount, non-cash interest expense, the interest component of all capital lease obligations, and net amounts paid or received under Hedge Agreements in respect of interest rates, but excluding any one-time financing fees, including commitment fees, arrangement fees, upfront fees, and similar charges.

"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, excluding (a) extraordinary or nonrecurring gains and losses, (b) the cumulative effect of changes in accounting principles, (c) any non-cash impairment charges or asset write-offs, (d) any gains or losses from Asset Sales outside the ordinary course of business, (e) any unrealized gains or losses from Hedge Agreements, and (f) any income (or loss) of any Unrestricted Subsidiary.

"Credit Spread Adjustment" means (a) 0.10% (10 basis points) per annum with respect to any one-month Term SOFR Interest Period and (b) 0.15% (15 basis points) per annum with respect to any three-month Term SOFR Interest Period.

"Debtor Relief Laws" means the Bankruptcy Code of the United States and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect.

"Default" means any event or condition that, with the giving of notice, the lapse of time, or both, would constitute an Event of Default.

"Default Rate" means the Applicable Rate plus 2.00% (200 basis points) per annum (i.e., for Term SOFR Loans, Term SOFR plus the applicable Credit Spread Adjustment plus 6.00% per annum).

"Defaulting Lender" means any Lender that (a) has failed to fund any portion of its Term Loans within two Business Days of the date such Loans were required to be funded hereunder, unless such failure has been cured, (b) has notified the Borrower, the Administrative Agent, or any Lender in writing that it does not intend to comply with its funding obligations hereunder, (c) has failed, within three Business Days after request by the Administrative Agent, to confirm in writing that it will comply with its prospective funding obligations, or (d) has become the subject of a Bankruptcy Event or a Bail-In Action.

"Disqualified Lender" means any Person that has been designated by the Borrower to the Administrative Agent in writing on or prior to the Closing Date (or from time to time thereafter with the consent of the Administrative Agent, not to be unreasonably withheld), together with any Affiliates of such Persons that are reasonably identifiable solely on the basis of their names, as a disqualified lender. The list of Disqualified Lenders shall not be made publicly available but shall be provided to any Lender upon request.

"Dividend Recapitalization" means the distribution of approximately $335,000,000 by the Borrower to the Holdings Guarantor (and thence to the equity holders of Holdings, including Granite Peak Capital Fund IV, LP and GP Fund IV Co-Invest, LP), funded from the proceeds of the Term Loans on or about the Closing Date.

"Dollars" or "$" means the lawful currency of the United States of America.

"Environmental Laws" means all federal, state, local, and foreign statutes, regulations, ordinances, orders, decrees, judgments, and common law relating to pollution or protection of the environment, including the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. §§ 9601 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. §§ 6901 et seq.), the Clean Air Act (42 U.S.C. §§ 7401 et seq.), the Federal Water Pollution Control Act (33 U.S.C. §§ 1251 et seq.), the Toxic Substances Control Act (15 U.S.C. §§ 2601 et seq.), and all analogous state and local laws.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations thereunder.

"ERISA Affiliate" means any entity that, together with the Borrower, is treated as a single employer under Section 414(b), (c), (m), or (o) of the Internal Revenue Code.

"ERISA Event" means (a) any "reportable event" as defined in Section 4043 of ERISA with respect to a Plan, (b) the imposition of a lien under Section 430(k) of the Internal Revenue Code or Section 303(k) of ERISA, (c) the incurrence of any liability under Title IV of ERISA, (d) the receipt of notice of termination or intent to terminate a Plan, (e) the withdrawal, partial withdrawal, or deemed withdrawal from a multiemployer plan, or (f) the assertion of any material claim against a Plan or the assets thereof.

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

"Excess Cash Flow" means, for any fiscal year, an amount (if positive) equal to (a) Consolidated Net Income for such fiscal year, plus (b) depreciation, amortization, and other non-cash charges deducted in determining Consolidated Net Income for such fiscal year, minus (c) Capital Expenditures made during such fiscal year (to the extent paid in cash and not financed with Indebtedness other than revolving loans), minus (d) the aggregate amount of all scheduled principal payments of Indebtedness of the Borrower and its Restricted Subsidiaries made during such fiscal year (including the amortization payments under Section 2.08), minus (e) increases in Working Capital during such fiscal year (or plus decreases in Working Capital), minus (f) cash taxes actually paid during such fiscal year, minus (g) cash interest actually paid during such fiscal year, minus (h) other customary deductions (including cash expenditures on Permitted Acquisitions to the extent not financed with Indebtedness, and cash payments in respect of long-term liabilities other than Indebtedness to the extent not already deducted in computing Consolidated Net Income).

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

"Excluded Assets" means (a) motor vehicles and other assets subject to certificates of title, to the extent such vehicles have a book value of less than $250,000 per vehicle, (b) letter of credit rights having a face amount of less than $1,000,000, (c) commercial tort claims with an amount in controversy of less than $2,500,000, and (d) any asset or property as to which the Administrative Agent and the Borrower reasonably determine that the cost of obtaining or perfecting a security interest therein would be excessive in relation to the benefit to the Secured Parties of the security afforded thereby.

"Excluded Contributions" means the aggregate amount of cash and the fair market value of other property received by the Borrower after the Closing Date from equity contributions or issuances of equity interests (other than Disqualified Stock) that are designated by the Borrower as "Excluded Contributions" in a written notice to the Administrative Agent, to the extent not previously applied.

"Excluded Taxes" means, with respect to any Lender or the Administrative Agent, (a) taxes imposed on or measured by net income, (b) franchise taxes imposed by the jurisdiction of organization or the jurisdiction from which it conducts its business, (c) branch profits taxes, (d) any withholding tax attributable to a Lender's failure to deliver required tax forms, and (e) any taxes imposed under FATCA.

"Existing Credit Agreement" means the 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 $190,000,000 revolving credit facility under the Existing Credit Agreement. As of the date hereof, $0 is drawn under the Existing Revolving Credit Facility. The Existing Revolving Credit Facility is to be terminated in its entirety on or about the Closing Date.

"Existing Term Loan" means the $875,000,000 first lien term loan outstanding under the Existing Credit Agreement, to be repaid in full on the Closing Date. The payoff amount is estimated at $879,375,000 (consisting of $875,000,000 in aggregate principal amount plus approximately $4,375,000 in accrued and unpaid interest to the anticipated Closing Date).

"FATCA" means Sections 1471 through 1474 of the Internal Revenue Code, as of the date of this Agreement (and any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code, and any fiscal or regulatory legislation, rules, or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Internal Revenue Code.

"Federal Funds Rate" means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the next succeeding Business Day, or, if such rate is not so published for any day, the average of the quotations for such day on such transactions received by the Administrative Agent from three Federal Funds brokers of recognized standing selected by it.

"Fee Letter" means that certain Fee Letter dated February 18, 2025, between the Borrower and Crescent Harbor Bank, N.A., as amended, supplemented, or otherwise modified prior to the Closing Date.

"First Lien Net Leverage Ratio" means, as of any date of determination, the ratio of (a) Consolidated First Lien Secured Debt as of such date minus Unrestricted Cash and Cash Equivalents as of such date to (b) Adjusted EBITDA for the most recently ended four fiscal quarter period for which financial statements have been (or were required to be) delivered pursuant to Section 5.01. For purposes of the pro forma calculation as of the Closing Date (after giving effect to the Transactions): ($1,400,000,000 minus $100,000,000) divided by $385,000,000 equals approximately 3.38:1.00.

"Foreign Subsidiary" means any Subsidiary of the Borrower that is organized under the laws of a jurisdiction other than the United States, any state thereof, or the District of Columbia.

"Free-and-Clear Basket" means an amount equal to the greater of (x) $280,000,000 and (y) 100% of LTM Adjusted EBITDA as of the most recently ended four fiscal quarter period for which financial statements have been (or were required to be) delivered pursuant to Section 5.01.

"GAAP" means generally accepted accounting principles in the United States, as in effect from time to time, subject to Section 1.03.

"Governmental Authority" means the government of the United States or any other nation, or of any political subdivision thereof, whether state 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.

"Guarantee Agreement" means the Guarantee Agreement dated as of the Closing Date, executed by the Guarantors in favor of the Administrative Agent for the benefit of the Secured Parties, in substantially the form agreed among the parties.

"Guarantors" means, collectively, the Holdings Guarantor and each Subsidiary Guarantor.

"Hedge Agreement" means any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, foreign exchange agreement, commodity price protection agreement, or other similar agreement or arrangement designed to protect against fluctuations in interest rates, currency exchange rates, or commodity prices.

"Holdings Guarantor" means Granite Peak NIH Holdings, LLC, a Delaware limited liability company (EIN: 85-3291047; Delaware File No. 7234891), with its registered address at c/o Penmark Industries, 1209 Orange Street, Wilmington, Delaware 19801.

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

"Incremental Facility" has the meaning assigned to such term in Section 2.14.

"Indemnified Taxes" means (a) Taxes other than Excluded Taxes imposed on or with respect to any payment made by or on account of any Obligation, and (b) to the extent not otherwise described in clause (a), Other Taxes.

"intellectual Property Security Agreement" means the intellectual Property Security Agreement dated as of the Closing Date, executed by the applicable Loan Parties in favor of the Collateral Agent, covering all registered and material unregistered patents, trademarks, and copyrights of the Loan Parties.

"Intercreditor Agreement" means the First Lien/Unsecured Intercreditor Agreement dated as of the Closing Date, among Crescent Harbor Bank, N.A., in its capacity as First Lien Collateral Agent, Pinnacle Trust Company, in its capacity as Unsecured Notes Trustee, and the Borrower, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"Interest Period" means, with respect to any Term SOFR Loan, the period commencing on the date such Term SOFR Loan is made or continued as (or converted to) a Term SOFR Loan and ending on the numerically corresponding day in the calendar month that is one month or three months thereafter (as selected by the Borrower in the applicable Borrowing Request or Interest Election Request), as applicable; provided that (a) any Interest Period that would end on a day that is not a Business Day shall be extended to the next succeeding Business Day (unless such next succeeding Business Day falls in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day), and (b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period.

"Internal Revenue Code" means the Internal Revenue Code of 1986, as amended.

"Investment" means, with respect to any Person, (a) any loan, advance, or extension of credit (including guarantees) to any other Person, (b) any purchase or acquisition of any equity interest, stock, bond, note, debenture, or other security or evidence of indebtedness of any other Person, and (c) any capital contribution to any other Person.

"IP Rights" means all intellectual property rights of any kind, including patents, trademarks, service marks, copyrights, trade secrets, know-how, and other proprietary rights.

"Lenders" means the financial institutions from time to time party to this Agreement as lenders and their respective successors and assigns. The initial Lenders include 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 (managed by Cascadia Credit Advisors, LLC), and Bluewater Fixed Income Fund, LP, together with any additional Lenders that become party hereto pursuant to syndication prior to or after the Closing Date.

"Lien" means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority, or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever.

"Limited Condition Transaction" has the meaning assigned to such term in Section 1.08.

"Loan Documents" means, collectively, this Agreement, the Guarantee Agreement, the Security Agreement, the Pledge Agreements, the intellectual Property Security Agreement, the Intercreditor Agreement, the Mortgages, each Control Agreement, and all other instruments, documents, and agreements delivered in connection with any of the foregoing.

"Loan Parties" means the Borrower and each Guarantor.

"Material Adverse Effect" means any event, development, circumstance, or condition that has had, or could reasonably be expected to have, a material adverse effect on (a) the business, operations, financial condition, assets, or properties 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 rights and remedies of the Administrative Agent and the Lenders under the Loan Documents.

"Material Contract" means any contract or agreement of the Borrower or any Restricted Subsidiary that, if breached, terminated, or otherwise rendered unenforceable, could reasonably be expected to have a Material Adverse Effect.

"Maturity Date" means March 28, 2032 (being the date that is seven (7) years after the anticipated Closing Date), or such earlier date on which the Term Loans become due and payable in full pursuant to the terms hereof.

"Maximum First Lien Net Leverage Ratio" means 5.00:1.00, the springing financial covenant level set forth in Section 6.10.

"MFN Provision" or "Most Favored Nation Protection" means the most favored nation clause applicable to any Incremental Term Loans incurred within the first twelve (12) months after the Closing Date, as more fully described in Section 2.14(b). Specifically, if the Applicable Rate for such Incremental Term Loan (including, if applicable, original issue discount or upfront fees to the extent constituting yield, amortized over a four-year period) exceeds the Applicable Rate for the initial Term Loans by more than 50 basis points (the "MFN Threshold"), then the Applicable Rate for the initial Term Loans shall be automatically increased to an amount that is 50 basis points less than the Applicable Rate of such Incremental Term Loan.

"Mortgaged Properties" means the following real properties of the Loan Parties: (1) 1400 Industrial Parkway, Schaumburg, Illinois 60173 (Cook County, Illinois; appraised value: $85,000,000); (2) 2750 Commerce Drive, Rockford, Illinois 61101 (Winnebago County, Illinois; appraised value: $42,000,000); (3) 600 Manufacturers Row, Greenville, South Carolina 29607 (Greenville County, South Carolina; appraised value: $38,000,000); and (4) 9100 Westpark Industrial Boulevard, Houston, Texas 77063 (Harris County, Texas; appraised value: $28,000,000). Total appraised value: $193,000,000.

"Mortgages" means the mortgages, deeds of trust, or deeds to secure debt executed by the applicable Loan Parties in favor of the Collateral Agent with respect to the Mortgaged Properties, in form and substance reasonably satisfactory to the Administrative Agent.

"Net Proceeds" means, with respect to any Asset Sale, insurance or condemnation event, or debt issuance, the gross cash proceeds received by the Borrower or any Restricted Subsidiary therefrom, net of (a) reasonable and customary brokerage commissions and other fees and expenses related thereto, (b) provisions for all Taxes payable as a result of such transaction, (c) amounts required to be paid to repay any Indebtedness secured by a Permitted Lien on the asset disposed of, and (d) any reserve for adjustment in respect of the purchase price of such asset, in each case as reasonably determined by the Borrower.

"Obligations" means all advances, debts, liabilities, obligations, covenants, and duties of every type and description arising under or in respect of the Loan Documents, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, including all interest, fees, charges, expenses, attorneys' fees, and other amounts chargeable to the Loan Parties.

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

"OID" means original issue discount. The Term Loans are being issued at an original issue discount of 0.50% (50 basis points), resulting in an issue price of 99.50% of par, for an aggregate discount of $7,000,000 ($1,400,000,000 multiplied by 0.50%).

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

"Permitted Acquisition" means any acquisition by the Borrower or a Restricted Subsidiary of all or substantially all of the assets or equity interests of another Person, provided that (a) no Default or Event of Default exists or would result therefrom (subject to the Limited Condition Transaction provisions of Section 1.08), (b) the acquired Person or assets shall be in a line of business reasonably related to the business of the Borrower and its Restricted Subsidiaries, (c) the Borrower is in pro forma compliance with the financial covenants (if then tested), and (d) the Administrative Agent has received such documentation as it may reasonably request.

"Permitted Add-Backs" means adjustments to Consolidated Net Income in calculating Adjusted EBITDA, including (a) acquisition-related costs and expenses, (b) non-recurring restructuring charges, (c) sponsor management fees, (d) integration costs, (e) cost savings, operating expense reductions, and synergies projected by the Borrower in good faith to be realized within eighteen (18) months, (f) non-cash stock-based compensation expense, and (g) other non-recurring charges and expenses, in each case subject to the cap described in the definition of "Adjusted EBITDA."

"Permitted Indebtedness" has the meaning assigned to such term in Section 6.01.

"Permitted Investments" means Investments permitted pursuant to Section 6.06, including Investments in cash equivalents, intercompany Investments, Permitted Acquisitions, Investments utilizing the Builder Basket, and other customary exceptions.

"Permitted Liens" has the meaning assigned to such term in Section 6.02, and includes Liens securing Indebtedness permitted by Section 6.01, statutory liens, purchase money liens, judgment liens not constituting an Event of Default, and other customary exceptions.

"Permitted Refinancing Indebtedness" means any Indebtedness issued or incurred in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease, or discharge other Indebtedness, provided that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness being refinanced (plus all accrued interest, premiums, and reasonable fees and expenses), (b) such Indebtedness has a stated final maturity date that is no earlier than the stated final maturity date of the Indebtedness being refinanced, (c) such Indebtedness has a weighted average life to maturity at least as long as the weighted average life to maturity of the Indebtedness being refinanced, and (d) such Indebtedness is otherwise on terms, taken as a whole, no more restrictive to the Borrower and the Restricted Subsidiaries than the terms of the Indebtedness being refinanced.

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

"Plan" means any "employee benefit plan" (as defined in Section 3(3) of ERISA) subject to Title IV of ERISA maintained or contributed to by the Borrower or any ERISA Affiliate, or with respect to which the Borrower or any ERISA Affiliate could have any liability.

"Prime Rate" means the rate of interest per annum publicly announced from time to time by the Administrative Agent as its prime rate in effect at its principal office in Boston, Massachusetts. Each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

"Qualified ECP Guarantor" means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes or would become effective with respect to such Swap Obligation or such other Person as constitutes an "eligible contract participant" under the Commodity Exchange Act.

"Register" has the meaning assigned to such term in Section 11.06(c).

"Related Parties" means, with respect to any Person, such Person's Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors, and representatives of such Person and of such Person's Affiliates.

"Repricing Transaction" means (a) any prepayment or repayment of the Term Loans, in whole or in part, with the proceeds of, or any conversion of the Term Loans into, new or replacement term loans bearing interest at a lower "all-in" yield than the Term Loans (as determined by the Administrative Agent in its reasonable judgment), or (b) any amendment to this Agreement that reduces the Applicable Rate or the "all-in" yield of the Term Loans.

"Required Lenders" means, at any time, Lenders having outstanding Term Loans representing more than 50% of the aggregate outstanding principal amount of all Term Loans at such time; provided that the Term Loans of any Defaulting Lender shall be excluded from the determination of Required Lenders.

"Responsible Officer" means the chief executive officer, president, chief financial officer, treasurer, assistant treasurer, controller, or general counsel of the Borrower or, for purposes of Article IV only, any secretary or assistant secretary of the Borrower.

"Restricted Payment" means any dividend, distribution, or other payment on account of the Borrower's or any Restricted Subsidiary's equity interests (including any payment in connection with any merger or consolidation involving the Borrower or any Restricted Subsidiary), or any redemption, repurchase, defeasance, retirement, or acquisition for value of any equity interest, or any payment to retire, redeem, purchase, defease, or otherwise acquire for value any Indebtedness that is contractually subordinated to the Obligations.

"Restricted Subsidiary" means any Subsidiary of the Borrower that is not an Unrestricted Subsidiary.

"Revolving Credit Facility" means any revolving credit facility established under or pursuant to this Agreement, including any revolving credit facility added via the Incremental Facility mechanism described in Section 2.14. No revolving credit facility is established under this Agreement as of the Closing Date.

"Sanctions" means economic or financial sanctions or trade embargoes imposed, administered, or enforced from time to time by (a) the U.S. government, including those administered by OFAC, the U.S. Department of State, or the U.S. Department of Commerce, (b) the United Nations Security Council, (c) the European Union and any member state thereof, (d) His Majesty's Treasury of the United Kingdom, or (e) any other relevant sanctions authority.

"Sanctioned Country" means, at any time, a country, region, or territory that is itself the subject or target of any comprehensive Sanctions (as of the date of this Agreement, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk People's Republic, and Luhansk People's Republic regions of Ukraine).

"Sanctioned Person" means, at any time, any Person that is the subject or target of Sanctions, including (a) any Person listed on any Sanctions-related list of designated persons maintained by OFAC (including the Specially Designated Nationals and blocked Persons List), the U.S. Department of State, the United Nations Security Council, the European Union, or His Majesty's Treasury, (b) any Person operating, organized, or resident in a Sanctioned Country, or (c) any Person owned or controlled by any such Person or Persons described in the foregoing clauses.

"Secured Parties" means, collectively, the Administrative Agent, the Collateral Agent, and each Lender.

"Security Agreement" means the Security Agreement dated as of the Closing Date, among the Loan Parties party thereto, as grantors, and the Collateral Agent.

"Security Documents" means, collectively, the Security Agreement, the Holdings Pledge Agreement, the Borrower Pledge Agreement, each Subsidiary Pledge Agreement, the CFC Holdco Limited Pledge Agreement, the intellectual Property Security Agreement, each Deposit Account Control Agreement, each Securities Account Control Agreement, each Mortgage, and each other document, instrument, or agreement creating or evidencing a Lien in favor of the Collateral Agent for the benefit of the Secured Parties, as any of the foregoing may be amended, restated, supplemented, or otherwise modified from time to time.

"Senior Unsecured Notes" means the $250,000,000 aggregate principal amount of 7.250% Senior Unsecured Notes due 2028 issued by Nexford Industrial Holdings Inc. under the Senior Unsecured Notes Indenture, together with any additional notes issued under the Senior Unsecured Notes Indenture.

"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, as amended, supplemented, or otherwise modified from time to time to the extent permitted by Section 6.11.

"SOFR" means the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York (or a successor administrator).

"SOFR Floor" means 0.75% per annum.

"Soft Call Premium" means a prepayment premium equal to 1.00% (i.e., 101% of principal amount prepaid) of the principal amount of Term Loans prepaid in connection with a Repricing Transaction, applicable to any Repricing Transaction effected within the first six (6) months after the Closing Date.

"Solvency Certificate" means the certificate substantially in the form of Exhibit I, to be delivered by the Chief Financial Officer of the Borrower on the Closing Date.

"Sponsor" means Granite Peak Capital Partners, LP, a Delaware limited partnership, with its principal office at 600 Steamboat Road, Suite 300, Greenwich, Connecticut 06830, and its Affiliates (including Granite Peak Capital Fund IV, LP, GP Fund IV Co-Invest, LP, and Granite Peak Capital GP IV, LLC).

"Subsidiary" means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture, 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, trustees, or other controlling persons is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person.

"Subsidiary Guarantors" means each existing and future direct and indirect domestic Restricted Subsidiary of the Borrower that is or becomes a party to the Guarantee Agreement as a guarantor. As of the Closing Date, the Subsidiary Guarantors consist of: Nexford Precision Components, Inc. (a Delaware corporation); Nexford Engineered Systems, LLC (a Delaware limited liability company); Nexford Coatings & Surface Technologies, Inc. (a Delaware corporation); Nexford Manufacturing Services, LLC (an Illinois limited liability company); Nexford Properties, LLC (a Delaware limited liability company); Nexford International Holdings, Inc. (a Delaware corporation, classified as a CFC Holdco); Clearfield Tool & Die, Inc. (a Pennsylvania corporation); Summit Industrial Fabrication Co. (a South Carolina corporation); Ridgepoint Specialty Coatings, LLC (a Texas limited liability company); and Lakeshore Precision Engineering, Inc. (a Michigan corporation).

"Taxes" means all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees, or other charges imposed by any Governmental Authority, including any interest, additions to tax, or penalties applicable thereto.

"Term Loans" means the aggregate principal amount of $1,400,000,000 in term loans made by the Lenders to the Borrower on the Closing Date pursuant to Section 2.01.

"Term SOFR" means the forward-looking term rate based on the Secured Overnight Financing Rate published by the CME Group Benchmark Administration Limited (or any successor administrator) for the applicable tenor (one-month or three-month), as of two (2) U.S. Government Securities Business Days prior to the commencement of the applicable Interest Period, subject to the SOFR Floor.

"Total Net Leverage Ratio" means, as of any date of determination, the ratio of (a) total Consolidated 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 four fiscal quarter period for which financial statements have been (or were required to be) delivered pursuant to Section 5.01. For purposes of the pro forma calculation as of the Closing Date (after giving effect to the Transactions): ($1,400,000,000 plus $250,000,000 minus $100,000,000) divided by $385,000,000 equals approximately 4.03:1.00.

"Transactions" means, collectively, (a) the execution, delivery, and performance of the Loan Documents, (b) the borrowing of the Term Loans on the Closing Date, (c) the refinancing in full of the Existing Term Loan and the termination of the Existing Revolving Credit Facility, (d) the Dividend Recapitalization, and (e) the payment of fees, commissions, costs, and expenses incurred in connection with the foregoing.

"UCC" means the Uniform Commercial Code as in effect from time to time in the State of New York; provided that if, by reason of mandatory provisions of law, the perfection, the effect of perfection or non-perfection, or the priority of a security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, "UCC" means the Uniform Commercial Code as in effect from time to time in such other jurisdiction.

"Unrestricted Cash and Cash Equivalents" means unrestricted cash and cash equivalents of the Borrower and its Restricted Subsidiaries as reflected on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries as of the applicable date of determination, up to a maximum of $100,000,000 for purposes of calculating the First Lien Net Leverage Ratio and the Total Net Leverage Ratio.

"Unrestricted Subsidiary" means any Subsidiary of the Borrower designated by the Borrower as an "Unrestricted Subsidiary" in accordance with the terms of this Agreement, and any Subsidiary of an Unrestricted Subsidiary.

"Working Capital" means, as of any date of determination, the excess of consolidated current assets (excluding cash, cash equivalents, and the current portion of Indebtedness) of the Borrower and its Restricted Subsidiaries over consolidated current liabilities (excluding the current portion of long-term Indebtedness, the current portion of interest, and current maturities of capital leases) of the Borrower and its Restricted Subsidiaries, in each case determined on a consolidated basis in accordance with GAAP.

Additional defined terms used in this Agreement and not otherwise defined herein shall have the meanings assigned to them in the UCC or, to the extent not defined in the UCC, in the applicable Loan Documents.

Section 1.02 — Other Interpretive Provisions

For purposes of this Agreement, the following rules of construction shall apply unless the context otherwise requires:

(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms.

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

(d) The words "herein," "hereof," "hereto," and "hereunder" and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular provision hereof.

(e) All references herein to Articles, Sections, Exhibits, and Schedules shall be deemed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context otherwise requires.

(f) Unless the context otherwise requires, all references herein to (i) any Person shall be construed to include such Person's successors and permitted assigns, (ii) any Governmental Authority shall be construed to include any successor Governmental Authority, (iii) any applicable law shall be construed as referring to such law as amended, modified, codified, replaced, or reenacted, in whole or in part, and in effect from time to time, and (iv) any agreement, instrument, or other document shall be construed as referring to such agreement, instrument, or other document as amended, supplemented, or otherwise modified from time to time to the extent permitted by the terms thereof and of the Loan Documents.

(g) Section headings herein are included for convenience of reference only and shall not affect the interpretation of this Agreement.

(h) In the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including" and the words "to" and "until" each mean "to but excluding."

Section 1.03 — Accounting Terms

(a) Except as otherwise expressly provided herein, all accounting terms not otherwise defined herein shall have the meanings assigned to them in conformity with GAAP. Financial statements required to be delivered hereunder shall be prepared in accordance with GAAP as in effect at the time of such preparation, subject to Section 1.03(b).

(b) Notwithstanding anything to the contrary herein, if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant in Article VI or any related definition to eliminate the effect of any change in GAAP occurring after the Closing Date (or in the application thereof) on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Article VI or any related definition for such purpose), then the Borrower's compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP (or in the application thereof) became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Lenders (the "Frozen GAAP" provision). Without limiting the foregoing, the parties agree that, for purposes of calculating all financial covenants and ratios hereunder, operating lease liabilities and right-of-use assets arising under Accounting Standards Codification Topic 842 (Leases) shall not constitute Indebtedness, Liens, Capital Expenditures, or rental expense, as applicable, to the extent such items would not have been so characterized under GAAP as in effect on December 31, 2018.

Section 1.04 — Rounding

Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein, and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number). All financial ratios and calculations herein shall be carried to two decimal places.

Section 1.05 — Times of Day

Unless otherwise specified, all references herein to times of day shall be references to Eastern Time (New York City time).

Section 1.06 — Letter of Credit Amounts

Reserved. No revolving credit facility or letter of credit subfacility is established under this Agreement as of the Closing Date. This Section 1.06 may be amended in connection with the establishment of a revolving credit facility pursuant to Section 2.14.

Section 1.07 — Pro Forma Calculations

For purposes of determining compliance with any provision of this Agreement that requires the calculation of any financial ratio or test (including the First Lien Net Leverage Ratio, the Total Net Leverage Ratio, or any other leverage or coverage ratio), pro forma effect shall be given to the following events as if they had occurred on the first day of the applicable four-quarter test period:

(a) Any acquisition (including any Permitted Acquisition) or disposition of any Person, business, division, or line of business by the Borrower or any Restricted Subsidiary during such period;

(b) Any Indebtedness incurred or repaid (including the Term Loans and the repayment of the Existing Term Loan) during such period;

(d) Any "run-rate" cost savings, operating expense reductions, and synergies projected by the Borrower in good faith to result from actions that have been taken or are expected to be taken within eighteen (18) months of the date of determination, to the extent reasonably identifiable, factually supportable, and achievable within such eighteen-month period (net of the amount of actual benefits realized during such period from such actions), in an aggregate amount not to exceed, together with any other pro forma adjustments pursuant to this clause (d) and the definition of "Permitted Add-Backs," the cap described in the definition of "Adjusted EBITDA."

Section 1.08 — Limited Condition Transactions

In connection with any acquisition or other transaction by the Borrower or any Restricted Subsidiary the consummation of which is not conditioned on the availability of, or on obtaining, third-party financing (a "Limited Condition Transaction"), for purposes of (a) determining compliance with any provision of this Agreement that requires the calculation of any financial ratio or test (including the First Lien Net Leverage Ratio and the Total Net Leverage Ratio) and (b) determining the availability under any basket (whether measured as a fixed dollar amount, a percentage of Adjusted EBITDA, or by reference to a financial ratio or test), in each case, at the option of the Borrower (the Borrower's election to exercise such option in connection with any Limited Condition Transaction, an "LCT Election"), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreement for such Limited Condition Transaction is entered into (the "LCT Test Date") and, in connection therewith, if the Borrower has made an LCT Election, then in connection with any subsequent calculation of any such ratio or basket on or following the applicable LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation, any such ratio or basket shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith had been consummated. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Adjusted EBITDA) at or prior to the consummation of the relevant transaction or action, such ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted hereunder, and (y) if the Borrower has made an LCT Election and any ratios or baskets improve or become available as a result of fluctuations therein, such improved ratios or baskets may not be utilized by the Borrower in connection with any other transaction until the earlier of the consummation of the relevant Limited Condition Transaction or the termination or expiration of the definitive agreement therefor.

ARTICLE II — THE COMMITMENTS AND BORROWINGS

Section 2.01 — Term Loan Commitments

(a) Subject to the terms and conditions set forth herein, each Lender severally (and not jointly) agrees to make a single term loan advance (each, a "Term Loan") to the Borrower on the Closing Date in an aggregate principal amount equal to such Lender's Term Loan Commitment as set forth on Schedule 2.01 (or in the Assignment and Assumption pursuant to which such Lender assumed its commitment). The aggregate Term Loan Commitments of all Lenders on the Closing Date shall equal $1,400,000,000.

(b) As of the date hereof, Crescent Harbor Bank, N.A. holds 100% of the aggregate Term Loan Commitments ($1,400,000,000) and will serve as the sole initial commitment party, subject to reduction of its commitment through syndication to the initial Lenders and general syndication participants. The target final hold of Crescent Harbor Bank, N.A. is $175,000,000. The initial allocation of commitments (including amounts to be allocated through general syndication) is set forth on Schedule 2.01.

(c) Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Upon the funding of the Term Loans on the Closing Date, the Term Loan Commitments of all Lenders shall be automatically and permanently reduced to zero.

Section 2.02 — Borrowings, Conversions, and Continuations of Term Loans

(a) The Term Loans shall be made in a single borrowing on the Closing Date. The Borrower shall deliver to the Administrative Agent a Borrowing Request in the form of Exhibit C not later than 12:00 noon (Eastern Time) three (3) Business Days prior to the Closing Date (or such shorter period as may be agreed by the Administrative Agent), specifying the aggregate principal amount of the Term Loans and the initial Interest Period.

(b) The Term Loans shall initially be made as Term SOFR Loans, unless the Borrower requests ABR Loans in the applicable Borrowing Request. Each Term Loan shall bear interest at the rate specified in Section 2.09.

(c) The Borrower may elect from time to time to convert Term SOFR Loans to ABR Loans or to continue Term SOFR Loans for successive Interest Periods, by delivering an Interest Election Request to the Administrative Agent substantially in the form of Exhibit D:

(i) in the case of a conversion to or continuation of Term SOFR Loans, not later than 12:00 noon (Eastern Time) three (3) Business Days prior to the date of the proposed conversion or continuation; and

(ii) in the case of a conversion to ABR Loans, not later than 12:00 noon (Eastern Time) one (1) Business Day prior to the date of the proposed conversion.

(d) Each Interest Election Request shall specify whether the Term Loans subject thereto are to be converted to or continued as Term SOFR Loans (and, if so, the duration of the Interest Period applicable thereto) or converted to ABR Loans. If no Interest Election Request is delivered with respect to a Term SOFR Loan prior to the expiration of the Interest Period applicable thereto, such Term SOFR Loan shall, subject to the provisions of Section 2.15, be continued as a Term SOFR Loan with an Interest Period of one month.

(e) The minimum aggregate principal amount for any conversion or continuation of Term SOFR Loans shall be $5,000,000 (or such lesser amount as represents the entire remaining principal amount of the Term Loans). There shall be no more than ten (10) separate Term SOFR tranches outstanding at any one time.

Section 2.03 — [Reserved — Revolving Loans]

No revolving credit facility is established under this Agreement as of the Closing Date. A revolving credit facility may be added pursuant to Section 2.14 (Incremental Facilities). Upon the establishment of any such revolving credit facility, this Section 2.03 may be amended to include appropriate revolving loan mechanics.

Section 2.04 — [Reserved — Swingline Loans]

Section 2.05 — [Reserved — Letters of Credit]

Section 2.06 — Prepayment of Term Loans

(a) Voluntary Prepayment.

The Borrower may, at any time and from time to time, prepay the Term Loans, in whole or in part, without premium or penalty (except as provided below with respect to the Soft Call Premium), upon delivery of a Prepayment Notice to the Administrative Agent in the form of Exhibit E not later than (i) 12:00 noon (Eastern Time) three (3) Business Days prior to the date of such prepayment in

NIH Credit Agreement — Draft 4 / Near-Final
Privileged & Confidential — Draft — Subject to Change
March 22, 2025
CREDIT AGREEMENT
dated as of [●], 2025
among
NEXFORD INDUSTRIAL HOLDINGS INC., a Delaware corporation, as Borrower,
the GUARANTORS party hereto,
CRESCENT HARBOR BANK, N.A., as Administrative Agent and Collateral Agent,
CRESCENT HARBOR BANK, N.A., IRONWOOD CAPITAL MARKETS, LLC and NORTHVANE SECURITIES, INC., as Joint Lead Arrangers and Joint Bookrunners,
and
THE LENDERS FROM TIME TO TIME PARTY HERETO
Near-Final Draft — Substantially Agreed — March 22, 2025
Prepared by Whitfield & Gage LLP, reflecting comments of Calderwood & Harkness LLP through Draft 3 mark-up dated March 18, 2025, and subsequent discussions.
Governed by the laws of the State of New York.
Anticipated CUSIP: 65432X AA1 Anticipated LoanX ID: LX-234567
ARTICLE I — DEFINITIONS AND ACCOUNTING TERMS
Section 1.01 — Defined Terms
As used in this Agreement, the following terms shall have the meanings set forth below:
"ABR" means, for any day, a rate per annum equal to the greatest of (a) the Federal Funds Rate in effect on such day plus 0.50%, (b) the Prime Rate of the Administrative Agent in effect on such day, and (c) one-month Term SOFR in effect on such day plus the Credit Spread Adjustment for a one-month Interest Period plus 1.00%. Any change in the ABR due to a change in any of the foregoing shall be effective from and including the date of such change. In no event shall the ABR be less than 1.00% per annum.
"Adjusted EBITDA" means, for any period, Consolidated Net Income for such period, plus, without duplication and to the extent deducted (or not included) in determining such Consolidated Net Income, (a) Consolidated Interest Expense for such period, (b) income tax expense for such period, (c) depreciation and amortization expense for such period, (d) Permitted Add-Backs for such period (capped at the greater of $35,000,000 and 15% of Adjusted EBITDA for any four-quarter test period, calculated before giving effect to such Permitted Add-Backs), and minus (e) certain non-cash gains included in Consolidated Net Income for such period. For the avoidance of doubt, for the last twelve-month period ended December 31, 2024: reported EBITDA of $357,000,000 plus $28,000,000 of Permitted Add-Backs (consisting of $12,000,000 in acquisition-related costs, $8,500,000 in non-recurring restructuring charges, $4,500,000 in sponsor management fees, and $3,000,000 in integration costs) equals Adjusted EBITDA of $385,000,000.
"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 this Agreement and the other Loan Documents, and its successors in such capacity.
"Affiliate" means, with respect to a specified Person, another Person that directly or indirectly controls, is controlled by, or is under common control with, the Person specified. For purposes of this definition, "control" (including the correlative meanings of "controlling," "controlled by," and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. Without limitation, the term "Affiliate" shall include Granite Peak Capital Partners, LP, Granite Peak Capital Fund IV, LP, GP Fund IV Co-Invest, LP, Granite Peak Capital GP IV, LLC, and their respective affiliates.
"Applicable Margin" has the meaning assigned to "Applicable Rate."
"Applicable Rate" means, with respect to any Term SOFR Loan, a rate per annum equal to 4.00% (400 basis points). With respect to any ABR Loan, the Applicable Rate shall be 3.00% (300 basis points). Upon the occurrence and during the continuance of an Event of Default, the Default Rate shall apply in lieu of the Applicable Rate.
"Arrangers" means Crescent Harbor Bank, N.A., Ironwood Capital Markets, LLC, and Northvane Securities, Inc., each in its capacity as a Joint Lead Arranger and Joint Bookrunner.
"Asset Sale" means any sale, transfer, lease, or other disposition (including any sale-leaseback transaction) of any asset or property (including any equity interest in a Subsidiary) by the Borrower or any Restricted Subsidiary, other than (i) sales of inventory in the ordinary course of business, (ii) dispositions of worn-out, obsolete, or surplus property in the ordinary course of business, (iii) licenses or sublicenses of intellectual property in the ordinary course of business, (iv) dispositions among the Borrower and Restricted Subsidiaries, (v) dispositions of cash equivalents, and (vi) other customary carve-outs. Net Proceeds of Asset Sales shall be subject to the mandatory prepayment provisions of Section 2.06(b)(ii), with reinvestment rights of 365 days (extended to 545 days upon entry into a binding commitment within the initial 365-day period), subject to a $25,000,000 annual de minimis basket.
"Assignment and Assumption" means an Assignment and Assumption Agreement entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 11.06), and accepted by the Administrative Agent, in substantially the form of Exhibit A or any other form approved by the Administrative Agent.
"Bankruptcy Event" means, with respect to any Person, (a) such Person becomes the subject of a proceeding under any Debtor Relief Law, (b) a receiver, conservator, liquidator, or trustee is appointed for such Person or a substantial part of its assets, (c) such Person makes a general assignment for the benefit of creditors, (d) such Person admits in writing its inability to pay its debts as they become due, or (e) such Person takes corporate or entity action for the purpose of effecting any of the foregoing.
"Borrower" means Nexford Industrial Holdings Inc., a Delaware corporation (EIN: 36-4178552; Delaware File No. 5765432), with its principal office at 1400 Industrial Parkway, Schaumburg, Illinois 60173, and its registered agent at c/o Penmark Industries, 1209 Orange Street, Wilmington, Delaware 19801.
"Builder Basket" means an amount equal to $50,000,000 (the "Starter Amount") plus 50% of cumulative Consolidated Net Income of the Borrower and its Restricted Subsidiaries (calculated on a cumulative basis, and not less than zero for any individual fiscal quarter included in such calculation) from the first day of the fiscal quarter commencing January 1, 2025 (Q1 2025) to the end of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 5.01, minus the aggregate amount of Restricted Payments, Investments, and other payments previously made in reliance on the Builder Basket.
"Business Day" means any day other than a Saturday, Sunday, or other day on which commercial banks in New York City are authorized or required by law to close; provided that, for purposes of any determination relating to SOFR or any Term SOFR-related calculation, the term "Business Day" shall also exclude any day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.
"Capital Expenditures" means, for any period, amounts capitalized as fixed assets or capital assets on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries in accordance with GAAP (other than amounts so capitalized in connection with Permitted Acquisitions). For the last twelve-month period ended December 31, 2024, Capital Expenditures were $78,000,000.
"CFC" or "Controlled Foreign Corporation" means any Subsidiary that is a "controlled foreign corporation" within the meaning of Section 957 of the Internal Revenue Code (taking into account Section 953 of the Internal Revenue Code, as applicable).
"CFC Holdco" means any domestic Subsidiary of the Borrower substantially all of the assets of which (determined on a book value basis) consist of equity interests in one or more CFCs or other CFC Holdcos. As of the Closing Date, Nexford International Holdings, Inc. is identified as a CFC Holdco.
"Change of Control" means the occurrence of any of the following: (i) the acquisition by any Person or "group" (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934, as amended, or any successor provision thereto), other than the Sponsor and its Affiliates, of beneficial ownership (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) of more than 35% of the total voting equity interests of the Holdings Guarantor (Granite Peak NIH Holdings, LLC); (ii) the Borrower ceasing to be a direct wholly-owned Subsidiary of the Holdings Guarantor (other than as a result of directors' qualifying shares or other nominal amounts of equity held by Persons other than the Holdings Guarantor as required by applicable law); or (iii) a "Change of Control" (or similar event, howsoever denominated) as defined under the Senior Unsecured Notes Indenture. A Change of Control shall constitute an Event of Default and shall trigger the prepayment and acceleration provisions set forth in Section 7.02.
"Closing Date" means the date on which the conditions precedent set forth in Section 4.01 have been satisfied or waived in accordance with the terms hereof, which date is anticipated to be March 28, 2025.
"Collateral" means all assets and property, whether real, personal, or mixed, tangible or intangible, now owned or hereafter acquired by any Loan Party, that are subject to a Lien in favor of the Collateral Agent for the benefit of the Secured Parties pursuant to the Security Documents, as more fully described therein, including substantially all personal property and real property of the Loan Parties. The Collateral is described in greater detail in the Security Agreement, the Pledge Agreements, the intellectual Property Security Agreement, the Mortgages, and the other Security Documents.
"Collateral Agent" means Crescent Harbor Bank, N.A., a national banking association, in its capacity as collateral agent under this Agreement and the other Loan Documents, and its successors in such capacity.
"Commitment Letter" means that certain Commitment Letter dated February 14, 2025, between the Borrower and Crescent Harbor Bank, N.A., as amended, supplemented, or otherwise modified prior to the Closing Date.
"Compliance Certificate" means a certificate of a Responsible Officer of the Borrower, substantially in the form of Exhibit B.
"Consolidated Interest Expense" means, for any period, the total interest expense of the Borrower and its Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP, including amortization of original issue discount, non-cash interest expense, the interest component of all capital lease obligations, and net amounts paid or received under Hedge Agreements in respect of interest rates, but excluding any one-time financing fees, including commitment fees, arrangement fees, upfront fees, and similar charges.
"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, excluding (a) extraordinary or nonrecurring gains and losses, (b) the cumulative effect of changes in accounting principles, (c) any non-cash impairment charges or asset write-offs, (d) any gains or losses from Asset Sales outside the ordinary course of business, (e) any unrealized gains or losses from Hedge Agreements, and (f) any income (or loss) of any Unrestricted Subsidiary.
"Credit Spread Adjustment" means (a) 0.10% (10 basis points) per annum with respect to any one-month Term SOFR Interest Period and (b) 0.15% (15 basis points) per annum with respect to any three-month Term SOFR Interest Period.
"Debtor Relief Laws" means the Bankruptcy Code of the United States and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect.
"Default" means any event or condition that, with the giving of notice, the lapse of time, or both, would constitute an Event of Default.
"Default Rate" means the Applicable Rate plus 2.00% (200 basis points) per annum (i.e., for Term SOFR Loans, Term SOFR plus the applicable Credit Spread Adjustment plus 6.00% per annum).
"Defaulting Lender" means any Lender that (a) has failed to fund any portion of its Term Loans within two Business Days of the date such Loans were required to be funded hereunder, unless such failure has been cured, (b) has notified the Borrower, the Administrative Agent, or any Lender in writing that it does not intend to comply with its funding obligations hereunder, (c) has failed, within three Business Days after request by the Administrative Agent, to confirm in writing that it will comply with its prospective funding obligations, or (d) has become the subject of a Bankruptcy Event or a Bail-In Action.
"Disqualified Lender" means any Person that has been designated by the Borrower to the Administrative Agent in writing on or prior to the Closing Date (or from time to time thereafter with the consent of the Administrative Agent, not to be unreasonably withheld), together with any Affiliates of such Persons that are reasonably identifiable solely on the basis of their names, as a disqualified lender. The list of Disqualified Lenders shall not be made publicly available but shall be provided to any Lender upon request.
"Dividend Recapitalization" means the distribution of approximately $335,000,000 by the Borrower to the Holdings Guarantor (and thence to the equity holders of Holdings, including Granite Peak Capital Fund IV, LP and GP Fund IV Co-Invest, LP), funded from the proceeds of the Term Loans on or about the Closing Date.
"Dollars" or "$" means the lawful currency of the United States of America.
"Environmental Laws" means all federal, state, local, and foreign statutes, regulations, ordinances, orders, decrees, judgments, and common law relating to pollution or protection of the environment, including the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. §§ 9601 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. §§ 6901 et seq.), the Clean Air Act (42 U.S.C. §§ 7401 et seq.), the Federal Water Pollution Control Act (33 U.S.C. §§ 1251 et seq.), the Toxic Substances Control Act (15 U.S.C. §§ 2601 et seq.), and all analogous state and local laws.
"ERISA" means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations thereunder.
"ERISA Affiliate" means any entity that, together with the Borrower, is treated as a single employer under Section 414(b), (c), (m), or (o) of the Internal Revenue Code.
"ERISA Event" means (a) any "reportable event" as defined in Section 4043 of ERISA with respect to a Plan, (b) the imposition of a lien under Section 430(k) of the Internal Revenue Code or Section 303(k) of ERISA, (c) the incurrence of any liability under Title IV of ERISA, (d) the receipt of notice of termination or intent to terminate a Plan, (e) the withdrawal, partial withdrawal, or deemed withdrawal from a multiemployer plan, or (f) the assertion of any material claim against a Plan or the assets thereof.
"Event of Default" has the meaning assigned to such term in Section 7.01.
"Excess Cash Flow" means, for any fiscal year, an amount (if positive) equal to (a) Consolidated Net Income for such fiscal year, plus (b) depreciation, amortization, and other non-cash charges deducted in determining Consolidated Net Income for such fiscal year, minus (c) Capital Expenditures made during such fiscal year (to the extent paid in cash and not financed with Indebtedness other than revolving loans), minus (d) the aggregate amount of all scheduled principal payments of Indebtedness of the Borrower and its Restricted Subsidiaries made during such fiscal year (including the amortization payments under Section 2.08), minus (e) increases in Working Capital during such fiscal year (or plus decreases in Working Capital), minus (f) cash taxes actually paid during such fiscal year, minus (g) cash interest actually paid during such fiscal year, minus (h) other customary deductions (including cash expenditures on Permitted Acquisitions to the extent not financed with Indebtedness, and cash payments in respect of long-term liabilities other than Indebtedness to the extent not already deducted in computing Consolidated Net Income).
"Excess Cash Flow Percentage" means (a) 50% if the First Lien Net Leverage Ratio as of the last day of the applicable fiscal year exceeds 4.25:1.00; (b) 25% if the First Lien Net Leverage Ratio as of the last day of the applicable fiscal year is less than or equal to 4.25:1.00 but greater than 3.50:1.00; and (c) 0% if the First Lien Net Leverage Ratio as of the last day of the applicable fiscal year is less than or equal to 3.50:1.00.
"Excluded Assets" means (a) motor vehicles and other assets subject to certificates of title, to the extent such vehicles have a book value of less than $250,000 per vehicle, (b) letter of credit rights having a face amount of less than $1,000,000, (c) commercial tort claims with an amount in controversy of less than $2,500,000, and (d) any asset or property as to which the Administrative Agent and the Borrower reasonably determine that the cost of obtaining or perfecting a security interest therein would be excessive in relation to the benefit to the Secured Parties of the security afforded thereby.
"Excluded Contributions" means the aggregate amount of cash and the fair market value of other property received by the Borrower after the Closing Date from equity contributions or issuances of equity interests (other than Disqualified Stock) that are designated by the Borrower as "Excluded Contributions" in a written notice to the Administrative Agent, to the extent not previously applied.
"Excluded Taxes" means, with respect to any Lender or the Administrative Agent, (a) taxes imposed on or measured by net income, (b) franchise taxes imposed by the jurisdiction of organization or the jurisdiction from which it conducts its business, (c) branch profits taxes, (d) any withholding tax attributable to a Lender's failure to deliver required tax forms, and (e) any taxes imposed under FATCA.
"Existing Credit Agreement" means the 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 $190,000,000 revolving credit facility under the Existing Credit Agreement. As of the date hereof, $0 is drawn under the Existing Revolving Credit Facility. The Existing Revolving Credit Facility is to be terminated in its entirety on or about the Closing Date.
"Existing Term Loan" means the $875,000,000 first lien term loan outstanding under the Existing Credit Agreement, to be repaid in full on the Closing Date. The payoff amount is estimated at $879,375,000 (consisting of $875,000,000 in aggregate principal amount plus approximately $4,375,000 in accrued and unpaid interest to the anticipated Closing Date).
"FATCA" means Sections 1471 through 1474 of the Internal Revenue Code, as of the date of this Agreement (and any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code, and any fiscal or regulatory legislation, rules, or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Internal Revenue Code.
"Federal Funds Rate" means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the next succeeding Business Day, or, if such rate is not so published for any day, the average of the quotations for such day on such transactions received by the Administrative Agent from three Federal Funds brokers of recognized standing selected by it.
"Fee Letter" means that certain Fee Letter dated February 18, 2025, between the Borrower and Crescent Harbor Bank, N.A., as amended, supplemented, or otherwise modified prior to the Closing Date.
"First Lien Net Leverage Ratio" means, as of any date of determination, the ratio of (a) Consolidated First Lien Secured Debt as of such date minus Unrestricted Cash and Cash Equivalents as of such date to (b) Adjusted EBITDA for the most recently ended four fiscal quarter period for which financial statements have been (or were required to be) delivered pursuant to Section 5.01. For purposes of the pro forma calculation as of the Closing Date (after giving effect to the Transactions): ($1,400,000,000 minus $100,000,000) divided by $385,000,000 equals approximately 3.38:1.00.
"Foreign Subsidiary" means any Subsidiary of the Borrower that is organized under the laws of a jurisdiction other than the United States, any state thereof, or the District of Columbia.
"Free-and-Clear Basket" means an amount equal to the greater of (x) $280,000,000 and (y) 100% of LTM Adjusted EBITDA as of the most recently ended four fiscal quarter period for which financial statements have been (or were required to be) delivered pursuant to Section 5.01.
"GAAP" means generally accepted accounting principles in the United States, as in effect from time to time, subject to Section 1.03.
"Governmental Authority" means the government of the United States or any other nation, or of any political subdivision thereof, whether state 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.
"Guarantee Agreement" means the Guarantee Agreement dated as of the Closing Date, executed by the Guarantors in favor of the Administrative Agent for the benefit of the Secured Parties, in substantially the form agreed among the parties.
"Guarantors" means, collectively, the Holdings Guarantor and each Subsidiary Guarantor.
"Hedge Agreement" means any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, foreign exchange agreement, commodity price protection agreement, or other similar agreement or arrangement designed to protect against fluctuations in interest rates, currency exchange rates, or commodity prices.
"Holdings Guarantor" means Granite Peak NIH Holdings, LLC, a Delaware limited liability company (EIN: 85-3291047; Delaware File No. 7234891), with its registered address at c/o Penmark Industries, 1209 Orange Street, Wilmington, Delaware 19801.
"Incremental Equivalent Debt" has the meaning assigned to such term in Section 2.14(d).
"Incremental Facility" has the meaning assigned to such term in Section 2.14.
"Indemnified Taxes" means (a) Taxes other than Excluded Taxes imposed on or with respect to any payment made by or on account of any Obligation, and (b) to the extent not otherwise described in clause (a), Other Taxes.
"intellectual Property Security Agreement" means the intellectual Property Security Agreement dated as of the Closing Date, executed by the applicable Loan Parties in favor of the Collateral Agent, covering all registered and material unregistered patents, trademarks, and copyrights of the Loan Parties.
"Intercreditor Agreement" means the First Lien/Unsecured Intercreditor Agreement dated as of the Closing Date, among Crescent Harbor Bank, N.A., in its capacity as First Lien Collateral Agent, Pinnacle Trust Company, in its capacity as Unsecured Notes Trustee, and the Borrower, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Interest Period" means, with respect to any Term SOFR Loan, the period commencing on the date such Term SOFR Loan is made or continued as (or converted to) a Term SOFR Loan and ending on the numerically corresponding day in the calendar month that is one month or three months thereafter (as selected by the Borrower in the applicable Borrowing Request or Interest Election Request), as applicable; provided that (a) any Interest Period that would end on a day that is not a Business Day shall be extended to the next succeeding Business Day (unless such next succeeding Business Day falls in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day), and (b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period.
"Internal Revenue Code" means the Internal Revenue Code of 1986, as amended.
"Investment" means, with respect to any Person, (a) any loan, advance, or extension of credit (including guarantees) to any other Person, (b) any purchase or acquisition of any equity interest, stock, bond, note, debenture, or other security or evidence of indebtedness of any other Person, and (c) any capital contribution to any other Person.
"IP Rights" means all intellectual property rights of any kind, including patents, trademarks, service marks, copyrights, trade secrets, know-how, and other proprietary rights.
"Lenders" means the financial institutions from time to time party to this Agreement as lenders and their respective successors and assigns. The initial Lenders include 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 (managed by Cascadia Credit Advisors, LLC), and Bluewater Fixed Income Fund, LP, together with any additional Lenders that become party hereto pursuant to syndication prior to or after the Closing Date.
"Lien" means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority, or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever.
"Limited Condition Transaction" has the meaning assigned to such term in Section 1.08.
"Loan Documents" means, collectively, this Agreement, the Guarantee Agreement, the Security Agreement, the Pledge Agreements, the intellectual Property Security Agreement, the Intercreditor Agreement, the Mortgages, each Control Agreement, and all other instruments, documents, and agreements delivered in connection with any of the foregoing.
"Loan Parties" means the Borrower and each Guarantor.
"Material Adverse Effect" means any event, development, circumstance, or condition that has had, or could reasonably be expected to have, a material adverse effect on (a) the business, operations, financial condition, assets, or properties 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 rights and remedies of the Administrative Agent and the Lenders under the Loan Documents.
"Material Contract" means any contract or agreement of the Borrower or any Restricted Subsidiary that, if breached, terminated, or otherwise rendered unenforceable, could reasonably be expected to have a Material Adverse Effect.
"Maturity Date" means March 28, 2032 (being the date that is seven (7) years after the anticipated Closing Date), or such earlier date on which the Term Loans become due and payable in full pursuant to the terms hereof.
"Maximum First Lien Net Leverage Ratio" means 5.00:1.00, the springing financial covenant level set forth in Section 6.10.
"MFN Provision" or "Most Favored Nation Protection" means the most favored nation clause applicable to any Incremental Term Loans incurred within the first twelve (12) months after the Closing Date, as more fully described in Section 2.14(b). Specifically, if the Applicable Rate for such Incremental Term Loan (including, if applicable, original issue discount or upfront fees to the extent constituting yield, amortized over a four-year period) exceeds the Applicable Rate for the initial Term Loans by more than 50 basis points (the "MFN Threshold"), then the Applicable Rate for the initial Term Loans shall be automatically increased to an amount that is 50 basis points less than the Applicable Rate of such Incremental Term Loan.
"Mortgaged Properties" means the following real properties of the Loan Parties: (1) 1400 Industrial Parkway, Schaumburg, Illinois 60173 (Cook County, Illinois; appraised value: $85,000,000); (2) 2750 Commerce Drive, Rockford, Illinois 61101 (Winnebago County, Illinois; appraised value: $42,000,000); (3) 600 Manufacturers Row, Greenville, South Carolina 29607 (Greenville County, South Carolina; appraised value: $38,000,000); and (4) 9100 Westpark Industrial Boulevard, Houston, Texas 77063 (Harris County, Texas; appraised value: $28,000,000). Total appraised value: $193,000,000.
"Mortgages" means the mortgages, deeds of trust, or deeds to secure debt executed by the applicable Loan Parties in favor of the Collateral Agent with respect to the Mortgaged Properties, in form and substance reasonably satisfactory to the Administrative Agent.
"Net Proceeds" means, with respect to any Asset Sale, insurance or condemnation event, or debt issuance, the gross cash proceeds received by the Borrower or any Restricted Subsidiary therefrom, net of (a) reasonable and customary brokerage commissions and other fees and expenses related thereto, (b) provisions for all Taxes payable as a result of such transaction, (c) amounts required to be paid to repay any Indebtedness secured by a Permitted Lien on the asset disposed of, and (d) any reserve for adjustment in respect of the purchase price of such asset, in each case as reasonably determined by the Borrower.
"Obligations" means all advances, debts, liabilities, obligations, covenants, and duties of every type and description arising under or in respect of the Loan Documents, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, including all interest, fees, charges, expenses, attorneys' fees, and other amounts chargeable to the Loan Parties.
"OFAC" means the Office of Foreign Assets Control of the U.S. Department of the Treasury.
"OID" means original issue discount. The Term Loans are being issued at an original issue discount of 0.50% (50 basis points), resulting in an issue price of 99.50% of par, for an aggregate discount of $7,000,000 ($1,400,000,000 multiplied by 0.50%).
"Other Taxes" means all present or future stamp, court, documentary, intangible, recording, filing, or similar Taxes that arise from any payment made under, or from the execution, delivery, performance, enforcement, or registration of, any Loan Document, except any such Taxes that are Other Connection Taxes.
"Permitted Acquisition" means any acquisition by the Borrower or a Restricted Subsidiary of all or substantially all of the assets or equity interests of another Person, provided that (a) no Default or Event of Default exists or would result therefrom (subject to the Limited Condition Transaction provisions of Section 1.08), (b) the acquired Person or assets shall be in a line of business reasonably related to the business of the Borrower and its Restricted Subsidiaries, (c) the Borrower is in pro forma compliance with the financial covenants (if then tested), and (d) the Administrative Agent has received such documentation as it may reasonably request.
"Permitted Add-Backs" means adjustments to Consolidated Net Income in calculating Adjusted EBITDA, including (a) acquisition-related costs and expenses, (b) non-recurring restructuring charges, (c) sponsor management fees, (d) integration costs, (e) cost savings, operating expense reductions, and synergies projected by the Borrower in good faith to be realized within eighteen (18) months, (f) non-cash stock-based compensation expense, and (g) other non-recurring charges and expenses, in each case subject to the cap described in the definition of "Adjusted EBITDA."
"Permitted Indebtedness" has the meaning assigned to such term in Section 6.01.
"Permitted Investments" means Investments permitted pursuant to Section 6.06, including Investments in cash equivalents, intercompany Investments, Permitted Acquisitions, Investments utilizing the Builder Basket, and other customary exceptions.
"Permitted Liens" has the meaning assigned to such term in Section 6.02, and includes Liens securing Indebtedness permitted by Section 6.01, statutory liens, purchase money liens, judgment liens not constituting an Event of Default, and other customary exceptions.
"Permitted Refinancing Indebtedness" means any Indebtedness issued or incurred in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease, or discharge other Indebtedness, provided that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness being refinanced (plus all accrued interest, premiums, and reasonable fees and expenses), (b) such Indebtedness has a stated final maturity date that is no earlier than the stated final maturity date of the Indebtedness being refinanced, (c) such Indebtedness has a weighted average life to maturity at least as long as the weighted average life to maturity of the Indebtedness being refinanced, and (d) such Indebtedness is otherwise on terms, taken as a whole, no more restrictive to the Borrower and the Restricted Subsidiaries than the terms of the Indebtedness being refinanced.
"Person" means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority, or other entity.
"Plan" means any "employee benefit plan" (as defined in Section 3(3) of ERISA) subject to Title IV of ERISA maintained or contributed to by the Borrower or any ERISA Affiliate, or with respect to which the Borrower or any ERISA Affiliate could have any liability.
"Prime Rate" means the rate of interest per annum publicly announced from time to time by the Administrative Agent as its prime rate in effect at its principal office in Boston, Massachusetts. Each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.
"Qualified ECP Guarantor" means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes or would become effective with respect to such Swap Obligation or such other Person as constitutes an "eligible contract participant" under the Commodity Exchange Act.
"Register" has the meaning assigned to such term in Section 11.06(c).
"Related Parties" means, with respect to any Person, such Person's Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors, and representatives of such Person and of such Person's Affiliates.
"Repricing Transaction" means (a) any prepayment or repayment of the Term Loans, in whole or in part, with the proceeds of, or any conversion of the Term Loans into, new or replacement term loans bearing interest at a lower "all-in" yield than the Term Loans (as determined by the Administrative Agent in its reasonable judgment), or (b) any amendment to this Agreement that reduces the Applicable Rate or the "all-in" yield of the Term Loans.
"Required Lenders" means, at any time, Lenders having outstanding Term Loans representing more than 50% of the aggregate outstanding principal amount of all Term Loans at such time; provided that the Term Loans of any Defaulting Lender shall be excluded from the determination of Required Lenders.
"Responsible Officer" means the chief executive officer, president, chief financial officer, treasurer, assistant treasurer, controller, or general counsel of the Borrower or, for purposes of Article IV only, any secretary or assistant secretary of the Borrower.
"Restricted Payment" means any dividend, distribution, or other payment on account of the Borrower's or any Restricted Subsidiary's equity interests (including any payment in connection with any merger or consolidation involving the Borrower or any Restricted Subsidiary), or any redemption, repurchase, defeasance, retirement, or acquisition for value of any equity interest, or any payment to retire, redeem, purchase, defease, or otherwise acquire for value any Indebtedness that is contractually subordinated to the Obligations.
"Restricted Subsidiary" means any Subsidiary of the Borrower that is not an Unrestricted Subsidiary.
"Revolving Credit Facility" means any revolving credit facility established under or pursuant to this Agreement, including any revolving credit facility added via the Incremental Facility mechanism described in Section 2.14. No revolving credit facility is established under this Agreement as of the Closing Date.
"Sanctions" means economic or financial sanctions or trade embargoes imposed, administered, or enforced from time to time by (a) the U.S. government, including those administered by OFAC, the U.S. Department of State, or the U.S. Department of Commerce, (b) the United Nations Security Council, (c) the European Union and any member state thereof, (d) His Majesty's Treasury of the United Kingdom, or (e) any other relevant sanctions authority.
"Sanctioned Country" means, at any time, a country, region, or territory that is itself the subject or target of any comprehensive Sanctions (as of the date of this Agreement, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk People's Republic, and Luhansk People's Republic regions of Ukraine).
"Sanctioned Person" means, at any time, any Person that is the subject or target of Sanctions, including (a) any Person listed on any Sanctions-related list of designated persons maintained by OFAC (including the Specially Designated Nationals and blocked Persons List), the U.S. Department of State, the United Nations Security Council, the European Union, or His Majesty's Treasury, (b) any Person operating, organized, or resident in a Sanctioned Country, or (c) any Person owned or controlled by any such Person or Persons described in the foregoing clauses.
"Secured Parties" means, collectively, the Administrative Agent, the Collateral Agent, and each Lender.
"Security Agreement" means the Security Agreement dated as of the Closing Date, among the Loan Parties party thereto, as grantors, and the Collateral Agent.
"Security Documents" means, collectively, the Security Agreement, the Holdings Pledge Agreement, the Borrower Pledge Agreement, each Subsidiary Pledge Agreement, the CFC Holdco Limited Pledge Agreement, the intellectual Property Security Agreement, each Deposit Account Control Agreement, each Securities Account Control Agreement, each Mortgage, and each other document, instrument, or agreement creating or evidencing a Lien in favor of the Collateral Agent for the benefit of the Secured Parties, as any of the foregoing may be amended, restated, supplemented, or otherwise modified from time to time.
"Senior Unsecured Notes" means the $250,000,000 aggregate principal amount of 7.250% Senior Unsecured Notes due 2028 issued by Nexford Industrial Holdings Inc. under the Senior Unsecured Notes Indenture, together with any additional notes issued under the Senior Unsecured Notes Indenture.
"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, as amended, supplemented, or otherwise modified from time to time to the extent permitted by Section 6.11.
"SOFR" means the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York (or a successor administrator).
"SOFR Floor" means 0.75% per annum.
"Soft Call Premium" means a prepayment premium equal to 1.00% (i.e., 101% of principal amount prepaid) of the principal amount of Term Loans prepaid in connection with a Repricing Transaction, applicable to any Repricing Transaction effected within the first six (6) months after the Closing Date.
"Solvency Certificate" means the certificate substantially in the form of Exhibit I, to be delivered by the Chief Financial Officer of the Borrower on the Closing Date.
"Sponsor" means Granite Peak Capital Partners, LP, a Delaware limited partnership, with its principal office at 600 Steamboat Road, Suite 300, Greenwich, Connecticut 06830, and its Affiliates (including Granite Peak Capital Fund IV, LP, GP Fund IV Co-Invest, LP, and Granite Peak Capital GP IV, LLC).
"Subsidiary" means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture, 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, trustees, or other controlling persons is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person.
"Subsidiary Guarantors" means each existing and future direct and indirect domestic Restricted Subsidiary of the Borrower that is or becomes a party to the Guarantee Agreement as a guarantor. As of the Closing Date, the Subsidiary Guarantors consist of: Nexford Precision Components, Inc. (a Delaware corporation); Nexford Engineered Systems, LLC (a Delaware limited liability company); Nexford Coatings & Surface Technologies, Inc. (a Delaware corporation); Nexford Manufacturing Services, LLC (an Illinois limited liability company); Nexford Properties, LLC (a Delaware limited liability company); Nexford International Holdings, Inc. (a Delaware corporation, classified as a CFC Holdco); Clearfield Tool & Die, Inc. (a Pennsylvania corporation); Summit Industrial Fabrication Co. (a South Carolina corporation); Ridgepoint Specialty Coatings, LLC (a Texas limited liability company); and Lakeshore Precision Engineering, Inc. (a Michigan corporation).
"Taxes" means all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees, or other charges imposed by any Governmental Authority, including any interest, additions to tax, or penalties applicable thereto.
"Term Loans" means the aggregate principal amount of $1,400,000,000 in term loans made by the Lenders to the Borrower on the Closing Date pursuant to Section 2.01.
"Term SOFR" means the forward-looking term rate based on the Secured Overnight Financing Rate published by the CME Group Benchmark Administration Limited (or any successor administrator) for the applicable tenor (one-month or three-month), as of two (2) U.S. Government Securities Business Days prior to the commencement of the applicable Interest Period, subject to the SOFR Floor.
"Total Net Leverage Ratio" means, as of any date of determination, the ratio of (a) total Consolidated 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 four fiscal quarter period for which financial statements have been (or were required to be) delivered pursuant to Section 5.01. For purposes of the pro forma calculation as of the Closing Date (after giving effect to the Transactions): ($1,400,000,000 plus $250,000,000 minus $100,000,000) divided by $385,000,000 equals approximately 4.03:1.00.
"Transactions" means, collectively, (a) the execution, delivery, and performance of the Loan Documents, (b) the borrowing of the Term Loans on the Closing Date, (c) the refinancing in full of the Existing Term Loan and the termination of the Existing Revolving Credit Facility, (d) the Dividend Recapitalization, and (e) the payment of fees, commissions, costs, and expenses incurred in connection with the foregoing.
"UCC" means the Uniform Commercial Code as in effect from time to time in the State of New York; provided that if, by reason of mandatory provisions of law, the perfection, the effect of perfection or non-perfection, or the priority of a security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, "UCC" means the Uniform Commercial Code as in effect from time to time in such other jurisdiction.
"Unrestricted Cash and Cash Equivalents" means unrestricted cash and cash equivalents of the Borrower and its Restricted Subsidiaries as reflected on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries as of the applicable date of determination, up to a maximum of $100,000,000 for purposes of calculating the First Lien Net Leverage Ratio and the Total Net Leverage Ratio.
"Unrestricted Subsidiary" means any Subsidiary of the Borrower designated by the Borrower as an "Unrestricted Subsidiary" in accordance with the terms of this Agreement, and any Subsidiary of an Unrestricted Subsidiary.
"Working Capital" means, as of any date of determination, the excess of consolidated current assets (excluding cash, cash equivalents, and the current portion of Indebtedness) of the Borrower and its Restricted Subsidiaries over consolidated current liabilities (excluding the current portion of long-term Indebtedness, the current portion of interest, and current maturities of capital leases) of the Borrower and its Restricted Subsidiaries, in each case determined on a consolidated basis in accordance with GAAP.
Additional defined terms used in this Agreement and not otherwise defined herein shall have the meanings assigned to them in the UCC or, to the extent not defined in the UCC, in the applicable Loan Documents.
Section 1.02 — Other Interpretive Provisions
For purposes of this Agreement, the following rules of construction shall apply unless the context otherwise requires:
(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms.
(b) The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation."
(c) The word "will" shall be construed to have the same meaning and effect as the word "shall."
(d) The words "herein," "hereof," "hereto," and "hereunder" and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular provision hereof.
(e) All references herein to Articles, Sections, Exhibits, and Schedules shall be deemed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context otherwise requires.
(f) Unless the context otherwise requires, all references herein to (i) any Person shall be construed to include such Person's successors and permitted assigns, (ii) any Governmental Authority shall be construed to include any successor Governmental Authority, (iii) any applicable law shall be construed as referring to such law as amended, modified, codified, replaced, or reenacted, in whole or in part, and in effect from time to time, and (iv) any agreement, instrument, or other document shall be construed as referring to such agreement, instrument, or other document as amended, supplemented, or otherwise modified from time to time to the extent permitted by the terms thereof and of the Loan Documents.
(g) Section headings herein are included for convenience of reference only and shall not affect the interpretation of this Agreement.
(h) In the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including" and the words "to" and "until" each mean "to but excluding."
Section 1.03 — Accounting Terms
(a) Except as otherwise expressly provided herein, all accounting terms not otherwise defined herein shall have the meanings assigned to them in conformity with GAAP. Financial statements required to be delivered hereunder shall be prepared in accordance with GAAP as in effect at the time of such preparation, subject to Section 1.03(b).
(b) Notwithstanding anything to the contrary herein, if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant in Article VI or any related definition to eliminate the effect of any change in GAAP occurring after the Closing Date (or in the application thereof) on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Article VI or any related definition for such purpose), then the Borrower's compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP (or in the application thereof) became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Lenders (the "Frozen GAAP" provision). Without limiting the foregoing, the parties agree that, for purposes of calculating all financial covenants and ratios hereunder, operating lease liabilities and right-of-use assets arising under Accounting Standards Codification Topic 842 (Leases) shall not constitute Indebtedness, Liens, Capital Expenditures, or rental expense, as applicable, to the extent such items would not have been so characterized under GAAP as in effect on December 31, 2018.
Section 1.04 — Rounding
Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein, and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number). All financial ratios and calculations herein shall be carried to two decimal places.
Section 1.05 — Times of Day
Unless otherwise specified, all references herein to times of day shall be references to Eastern Time (New York City time).
Section 1.06 — Letter of Credit Amounts
Reserved. No revolving credit facility or letter of credit subfacility is established under this Agreement as of the Closing Date. This Section 1.06 may be amended in connection with the establishment of a revolving credit facility pursuant to Section 2.14.
Section 1.07 — Pro Forma Calculations
For purposes of determining compliance with any provision of this Agreement that requires the calculation of any financial ratio or test (including the First Lien Net Leverage Ratio, the Total Net Leverage Ratio, or any other leverage or coverage ratio), pro forma effect shall be given to the following events as if they had occurred on the first day of the applicable four-quarter test period:
(a) Any acquisition (including any Permitted Acquisition) or disposition of any Person, business, division, or line of business by the Borrower or any Restricted Subsidiary during such period;
(b) Any Indebtedness incurred or repaid (including the Term Loans and the repayment of the Existing Term Loan) during such period;
(c) Any Restricted Payment made during such period; and
(d) Any "run-rate" cost savings, operating expense reductions, and synergies projected by the Borrower in good faith to result from actions that have been taken or are expected to be taken within eighteen (18) months of the date of determination, to the extent reasonably identifiable, factually supportable, and achievable within such eighteen-month period (net of the amount of actual benefits realized during such period from such actions), in an aggregate amount not to exceed, together with any other pro forma adjustments pursuant to this clause (d) and the definition of "Permitted Add-Backs," the cap described in the definition of "Adjusted EBITDA."
Section 1.08 — Limited Condition Transactions
In connection with any acquisition or other transaction by the Borrower or any Restricted Subsidiary the consummation of which is not conditioned on the availability of, or on obtaining, third-party financing (a "Limited Condition Transaction"), for purposes of (a) determining compliance with any provision of this Agreement that requires the calculation of any financial ratio or test (including the First Lien Net Leverage Ratio and the Total Net Leverage Ratio) and (b) determining the availability under any basket (whether measured as a fixed dollar amount, a percentage of Adjusted EBITDA, or by reference to a financial ratio or test), in each case, at the option of the Borrower (the Borrower's election to exercise such option in connection with any Limited Condition Transaction, an "LCT Election"), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreement for such Limited Condition Transaction is entered into (the "LCT Test Date") and, in connection therewith, if the Borrower has made an LCT Election, then in connection with any subsequent calculation of any such ratio or basket on or following the applicable LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation, any such ratio or basket shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith had been consummated. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Adjusted EBITDA) at or prior to the consummation of the relevant transaction or action, such ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted hereunder, and (y) if the Borrower has made an LCT Election and any ratios or baskets improve or become available as a result of fluctuations therein, such improved ratios or baskets may not be utilized by the Borrower in connection with any other transaction until the earlier of the consummation of the relevant Limited Condition Transaction or the termination or expiration of the definitive agreement therefor.
ARTICLE II — THE COMMITMENTS AND BORROWINGS
Section 2.01 — Term Loan Commitments
(a) Subject to the terms and conditions set forth herein, each Lender severally (and not jointly) agrees to make a single term loan advance (each, a "Term Loan") to the Borrower on the Closing Date in an aggregate principal amount equal to such Lender's Term Loan Commitment as set forth on Schedule 2.01 (or in the Assignment and Assumption pursuant to which such Lender assumed its commitment). The aggregate Term Loan Commitments of all Lenders on the Closing Date shall equal $1,400,000,000.
(b) As of the date hereof, Crescent Harbor Bank, N.A. holds 100% of the aggregate Term Loan Commitments ($1,400,000,000) and will serve as the sole initial commitment party, subject to reduction of its commitment through syndication to the initial Lenders and general syndication participants. The target final hold of Crescent Harbor Bank, N.A. is $175,000,000. The initial allocation of commitments (including amounts to be allocated through general syndication) is set forth on Schedule 2.01.
(c) Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Upon the funding of the Term Loans on the Closing Date, the Term Loan Commitments of all Lenders shall be automatically and permanently reduced to zero.
Section 2.02 — Borrowings, Conversions, and Continuations of Term Loans
(a) The Term Loans shall be made in a single borrowing on the Closing Date. The Borrower shall deliver to the Administrative Agent a Borrowing Request in the form of Exhibit C not later than 12:00 noon (Eastern Time) three (3) Business Days prior to the Closing Date (or such shorter period as may be agreed by the Administrative Agent), specifying the aggregate principal amount of the Term Loans and the initial Interest Period.
(b) The Term Loans shall initially be made as Term SOFR Loans, unless the Borrower requests ABR Loans in the applicable Borrowing Request. Each Term Loan shall bear interest at the rate specified in Section 2.09.
(c) The Borrower may elect from time to time to convert Term SOFR Loans to ABR Loans or to continue Term SOFR Loans for successive Interest Periods, by delivering an Interest Election Request to the Administrative Agent substantially in the form of Exhibit D:
(i) in the case of a conversion to or continuation of Term SOFR Loans, not later than 12:00 noon (Eastern Time) three (3) Business Days prior to the date of the proposed conversion or continuation; and
(ii) in the case of a conversion to ABR Loans, not later than 12:00 noon (Eastern Time) one (1) Business Day prior to the date of the proposed conversion.
(d) Each Interest Election Request shall specify whether the Term Loans subject thereto are to be converted to or continued as Term SOFR Loans (and, if so, the duration of the Interest Period applicable thereto) or converted to ABR Loans. If no Interest Election Request is delivered with respect to a Term SOFR Loan prior to the expiration of the Interest Period applicable thereto, such Term SOFR Loan shall, subject to the provisions of Section 2.15, be continued as a Term SOFR Loan with an Interest Period of one month.
(e) The minimum aggregate principal amount for any conversion or continuation of Term SOFR Loans shall be $5,000,000 (or such lesser amount as represents the entire remaining principal amount of the Term Loans). There shall be no more than ten (10) separate Term SOFR tranches outstanding at any one time.
Section 2.03 — [Reserved — Revolving Loans]
No revolving credit facility is established under this Agreement as of the Closing Date. A revolving credit facility may be added pursuant to Section 2.14 (Incremental Facilities). Upon the establishment of any such revolving credit facility, this Section 2.03 may be amended to include appropriate revolving loan mechanics.
Section 2.04 — [Reserved — Swingline Loans]
Section 2.05 — [Reserved — Letters of Credit]
Section 2.06 — Prepayment of Term Loans
(a) Voluntary Prepayment.
The Borrower may, at any time and from time to time, prepay the Term Loans, in whole or in part, without premium or penalty (except as provided below with respect to the Soft Call Premium), upon delivery of a Prepayment Notice to the Administrative Agent in the form of Exhibit E not later than (i) 12:00 noon (Eastern Time) three (3) Business Days prior to the date of such prepayment in

NIH Credit Agreement — Draft 4 / Near-Final

CREDIT AGREEMENT

THE LENDERS FROM TIME TO TIME PARTY HERETO

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