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DRAFT — MARCH 5, 2025 — PRIVILEGED AND CONFIDENTIAL

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., as Sole Lead Left Arranger and Bookrunner,

IRONWOOD CAPITAL MARKETS, LLC and NORTHVANE SECURITIES, INC., as Joint Lead Arrangers,

and

THE LENDERS FROM TIME TO TIME PARTY HERETO

________________________________________

$1,400,000,000 SENIOR SECURED TERM LOAN B FACILITY

________________________________________

DRAFT — MARCH 5, 2025 — PRIVILEGED AND CONFIDENTIAL

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DRAFT — MARCH 5, 2025 — PRIVILEGED AND CONFIDENTIAL

This CREDIT AGREEMENT (this "Agreement") is entered into as of [__], 2025, among NEXFORD INDUSTRIAL HOLDINGS INC., a Delaware corporation (the "Borrower"), the GUARANTORS from time to time party hereto, CRESCENT HARBOR BANK, N.A., as Administrative Agent and Collateral Agent (in such capacities, the "Administrative Agent" and "Collateral Agent," respectively), CRESCENT HARBOR BANK, N.A., as Sole Lead Left Arranger and Bookrunner, IRONWOOD CAPITAL MARKETS, LLC and NORTHVANE SECURITIES, INC., as Joint Lead Arrangers, and the LENDERS from time to time party hereto.

RECITALS

WHEREAS, the Borrower is a wholly-owned subsidiary of Granite Peak NIH Holdings, LLC, a Delaware limited liability company ("Holdings"), which is owned by Granite Peak Capital Fund IV, LP (92%) and GP Fund IV Co-Invest, LP (8%);

WHEREAS, the Borrower has requested that the Lenders extend credit in the form of senior secured Term Loans in an aggregate principal amount of $1,400,000,000 (the "Term Loan B Facility");

WHEREAS, the proceeds of the Term Loans will be used (a) to refinance in full the existing first lien term loan (outstanding principal of approximately $875,000,000) under the Existing Credit Agreement dated as of June 14, 2019, among the Borrower, Atlas Meridian Bank, N.A., as administrative agent and collateral agent, and the lenders party thereto, and to terminate the existing revolving credit facility thereunder, (b) to fund a distribution of approximately $335,000,000 to Holdings (the "Dividend Recapitalization"), (c) to pay fees and expenses incurred in connection with the Transactions, and (d) for general corporate purposes;

WHEREAS, the Guarantors have agreed to guarantee the Obligations of the Borrower hereunder; and

WHEREAS, the Borrower and the Guarantors have agreed to grant security interests in substantially all of their assets to secure the Obligations;

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I — DEFINITIONS AND ACCOUNTING TERMS

Section 1.01 — Defined Terms

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

"Acquisition" means any transaction, or any series of related transactions, by which any Loan Party or any Restricted Subsidiary thereof (a) acquires any ongoing business or all or substantially all of the assets of any Person, whether through purchase of assets, merger, or otherwise, or (b) acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the Equity Interests of a Person that has an ongoing business, or (c) acquires any division or product line of any Person. A "Permitted Acquisition" means an Acquisition satisfying the conditions set forth in Section 6.04 of this Agreement.

"Adjusted EBITDA" means, for any period, Consolidated Net Income for such period, plus (without duplication and to the extent deducted in calculating Consolidated Net Income for such period): (i) consolidated interest expense of the Borrower and its Restricted Subsidiaries for such period, (ii) provision for federal, state, local, and foreign income tax expense of the Borrower and its Restricted Subsidiaries for such period, (iii) depreciation and amortization expense of the Borrower and its Restricted Subsidiaries for such period, (iv) non-cash charges (including non-cash compensation expense and non-cash loss on disposition of assets) of the Borrower and its Restricted Subsidiaries for such period, and (v) Permitted Add-Backs for such period, minus non-cash gains (excluding any non-cash gains to the extent representing the reversal of an accrual or cash reserve for a potential cash item that reduced Adjusted EBITDA in any prior period) of the Borrower and its Restricted Subsidiaries for such period, in each case determined on a consolidated basis in accordance with GAAP.

"Permitted Add-Backs" means, for any period, (a) acquisition-related costs (including integration costs, transaction fees, and other costs directly attributable to any Acquisition), (b) non-recurring restructuring charges (including severance costs, facility closure costs, and non-recurring consulting fees), (c) sponsor management fees (as described in Section 6.06(e)), and (d) integration costs related to the combination of acquired businesses; provided that the aggregate amount of Permitted Add-Backs for any four consecutive fiscal quarter period shall not exceed twenty-five percent (25%) of Adjusted EBITDA for such period (calculated before giving effect to such Permitted Add-Backs). As of December 31, 2024, LTM Adjusted EBITDA was $385,000,000, comprising $357,000,000 of reported EBITDA plus $28,000,000 of Permitted Add-Backs (consisting of $12,000,000 of acquisition-related costs, $8,500,000 of non-recurring restructuring charges, $4,500,000 of sponsor management fees, and $3,000,000 of integration costs).

"Administrative Agent" means Crescent Harbor Bank, N.A., in its capacity as administrative agent under this Agreement and the other Loan Documents, and any successor thereto appointed in accordance with Section 8.06. The principal office of the Administrative Agent is located at 320 Federal Street, Boston, Massachusetts 02110.

"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 specified Person. For purposes of this Agreement, (a) Granite Peak Capital Partners, LP and each of its controlled affiliates (including, without limitation, Granite Peak Capital Fund IV, LP and GP Fund IV Co-Invest, LP) shall be deemed Affiliates of the Borrower and Holdings, and (b) none of the portfolio companies of Granite Peak Capital Partners, LP (other than Holdings, the Borrower, and the Borrower's Restricted Subsidiaries) shall be deemed to be Affiliates of the Borrower or Holdings solely by reason of Granite Peak Capital Partners, LP's investment therein.

"Alternate Base Rate" or "ABR" means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus one-half of one percent (0.50%), and (c) the Adjusted Term SOFR for a one-month Interest Period on such day (or, if such day is not a Business Day, the immediately preceding Business Day) plus one percent (1.00%); provided that, for the avoidance of doubt, the Adjusted Term SOFR for purposes of this clause (c) shall be determined based on the Term SOFR Reference Rate at approximately 5:00 a.m. (Chicago time) on such day (or the immediately preceding Business Day if such day is not a Business Day). Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate, or the Adjusted Term SOFR shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate, or the Adjusted Term SOFR, respectively.

"Anti-Corruption Laws" means the Foreign Corrupt Practices Act of 1977, as amended (the "FCPA"), the United Kingdom Bribery Act 2010, as amended, and any other applicable laws, rules, and regulations of any jurisdiction relating to bribery, corruption, or similar offenses.

"Applicable Rate" means, with respect to (a) SOFR Loans, four percent (4.00%) per annum (400 basis points), and (b) ABR Loans, three percent (3.00%) per annum (300 basis points) (being the Applicable Rate for SOFR Loans minus one percent (1.00%)).

"Benchmark Replacement" has the meaning assigned thereto in Section 1.07.

"Borrower" means Nexford Industrial Holdings Inc., a Delaware corporation (EIN: 36-4178552; Delaware File Number: 5765432), and its successors and assigns.

"Builder Basket" means, as of any date of determination, a cumulative amount equal to (a) $50,000,000 (the "Starter Amount"), plus (b) fifty percent (50%) of cumulative Consolidated Net Income (if positive) of the Borrower and its Restricted Subsidiaries, computed on a cumulative basis from the first day of the fiscal quarter commencing January 1, 2025, through the last day of the most recently ended fiscal quarter for which internal financial statements are available, minus (c) the aggregate amount of Restricted Payments, Investments, and prepayments of Junior Debt previously made in reliance on the Builder Basket.

"Business Day" means any day that is not a Saturday, Sunday, or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that, when used in connection with a SOFR Loan, 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, the aggregate of all expenditures of the Borrower and its Restricted Subsidiaries for the acquisition, replacement, or improvement of fixed or capital assets during such period, as determined in accordance with GAAP (including the principal portion of Capital Lease Obligations incurred during such period), but excluding expenditures funded with the proceeds of insurance or condemnation awards. As of December 31, 2024, LTM Capital Expenditures were approximately $78,000,000.

"Cash and Cash Equivalents" means (a) cash on hand and demand deposits with any domestic commercial bank having capital and surplus in excess of $500,000,000, (b) certificates of deposit and time deposits, maturing within one year after the date of acquisition thereof, issued by any domestic commercial bank having capital and surplus in excess of $500,000,000, (c) commercial paper and variable or fixed rate notes rated at least A-2 by Sentinel Credit Analytics, LLC (or the equivalent thereof by Keystone Ratings Group, Inc.) and in either case maturing within one year after the date of acquisition thereof, (d) repurchase obligations with a term of not more than thirty (30) days for underlying securities of the types described in clauses (b) and (c) above entered into with any financial institution meeting the qualifications specified in clause (a) above, (e) investments in money market funds that comply with the criteria set forth in Rule 2a-7 under the Investment Company Act of 1940, and (f) other short-term investments as agreed to by the Administrative Agent. Pro forma unrestricted Cash and Cash Equivalents at Closing are $100,000,000.

"CFC" means a "controlled foreign corporation" within the meaning of Section 957 of the Internal Revenue Code.

"CFC Holdco" means Nexford International Holdings, Inc., a Delaware corporation, or any other domestic corporation or limited liability company that is treated as a domestic corporation for United States federal income tax purposes and that has no material assets other than Equity Interests (or Equity Interests and intercompany debt) in one or more direct or indirect CFCs.

"Change of Control" means the occurrence of any of the following events: (i) any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than the Sponsor (including Granite Peak Capital Partners, LP, Granite Peak Capital Fund IV, LP, GP Fund IV Co-Invest, LP, and their respective controlled affiliates), shall become the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of more than thirty-five percent (35%) of the outstanding voting Equity Interests of Holdings (Granite Peak NIH Holdings, LLC); (ii) the Borrower shall cease to be a direct, wholly-owned Subsidiary of Holdings (other than directors' qualifying shares or other nominal amounts required by law to be held by Persons other than Holdings); or (iii) a "change of control" (or similar event, however denominated) shall occur under the Senior Unsecured Notes Indenture (the Indenture dated as of November 8, 2021, by and among the Borrower, the guarantors party thereto, and Pinnacle Trust Company, as trustee, governing the $250,000,000 aggregate principal amount of 7.250% Senior Unsecured Notes due 2028).

"Closing Date" means the date on which all conditions precedent set forth in Section 4.01 are satisfied or waived in accordance with the terms hereof. The target Closing Date is March 28, 2025.

"Collateral" means all property and assets, whether real, personal, or mixed, tangible or intangible, on which a Lien is granted or purported to be granted to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the Security Documents. The Collateral consists of substantially all assets of the Borrower and the Guarantors, as more particularly described in the Security Agreement, the Pledge Agreements, the IP Security Agreement, and the Mortgages.

"Collateral Agent" means Crescent Harbor Bank, N.A., in its capacity as collateral agent under the Security Documents and this Agreement, and any successor thereto appointed in accordance with Section 8.06.

"Commitment Letter" means the commitment letter, dated as of February 14, 2025, between the Borrower and Crescent Harbor Bank, N.A., as the same may have been amended, restated, supplemented, or otherwise modified from time to time.

"Compliance Certificate" means a certificate substantially in the form of Exhibit C.

"Consolidated Net Income" means, for any period, the net income (or loss) of the Borrower and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP, provided that there shall be excluded therefrom (without duplication) (a) the net income (or loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting, except to the extent of the amount of dividends or distributions actually paid in cash to the Borrower or a Restricted Subsidiary, (b) the net income (or loss) of any Person accrued prior to the date it becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary, (c) the income (or loss) of any Restricted Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary is not at the time permitted by operation of the terms of its organizational documents or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to such Restricted Subsidiary, (d) non-cash impairment charges and asset write-offs and write-downs (including goodwill impairment charges), (e) extraordinary, non-recurring, or unusual gains or losses, and (f) the cumulative effect of a change in accounting principles.

"Control" 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. "Controlling" and "Controlled" have meanings correlative thereto.

"Credit Agreement" means this Agreement, as amended, restated, amended and restated, supplemented, or otherwise modified from time to time.

"CUSIP" means the Committee on Uniform Security Identification Procedures number anticipated to be assigned to the Term Loan B: 65432X AA1.

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

"Default Rate" means the Applicable Rate then in effect plus two percent (2.00%) per annum (200 basis points), as further described in Section 2.08.

"Dividend Recapitalization" means the distribution of approximately $335,000,000 by the Borrower to Holdings (Granite Peak NIH Holdings, LLC), to be made on the Closing Date with a portion of the proceeds of the Term Loans, which distribution shall in turn be distributed by Holdings to Granite Peak Capital Fund IV, LP and GP Fund IV Co-Invest, LP.

"Equity Interests" means, with respect to any Person, all of the shares, interests, participations, or other equivalents (however designated) of capital stock or other equity interests of such Person.

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

"ERISA Event" means (a) any "reportable event" (as defined in Section 4043 of ERISA) with respect to a Pension Plan, (b) a withdrawal by any Loan Party or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a "substantial employer" (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA, (c) a complete or partial withdrawal by any Loan Party or any ERISA Affiliate from a Multiemployer Plan, (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan, (e) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Loan Party or any ERISA Affiliate, or (f) a determination that any Pension Plan is, or is expected to be, in "at risk" status (within the meaning of Section 430 of the Internal Revenue Code or Section 303 of ERISA).

"Event of Default" has the meaning assigned thereto in Section 7.01.

"Excess Cash Flow" means, for any fiscal year of the Borrower, an amount equal to (a) Adjusted EBITDA for such fiscal year, minus (b) the sum of (without duplication) (i) cash interest expense actually paid in cash during such fiscal year, (ii) cash income taxes actually paid in cash during such fiscal year, (iii) regularly scheduled amortization payments of the Term Loans and other Indebtedness (excluding voluntary prepayments and mandatory prepayments, but including any voluntary prepayments to the extent elected by the Borrower to reduce future mandatory prepayment obligations) actually made during such fiscal year, (iv) Capital Expenditures actually made during such fiscal year to the extent funded with internally generated cash flow (and not funded with the proceeds of any Indebtedness or Equity Issuance), (v) cash restructuring charges and integration costs actually paid in cash during such fiscal year, and (vi) working capital adjustments (to the extent of increases in working capital during such fiscal year), in each case determined on a consolidated basis in accordance with GAAP.

"Excluded Assets" means (a) motor vehicles and other assets subject to certificates of title with a book value below $250,000 per vehicle, (b) letter of credit rights (as defined in the UCC) having a face amount of less than $1,000,000, (c) commercial tort claims where the amount in controversy is less than $2,500,000, and (d) any asset to the extent that 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 to be afforded thereby.

"Excluded Taxes" means, with respect to the Administrative Agent, any Lender, or any other recipient of any payment to be made by or on account of any obligation of any Loan Party under any Loan Document, (a) taxes imposed on (or measured by) its net income, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction described in clause (a), and (c) in the case of a Non-U.S. Lender, any withholding tax that (i) is imposed on amounts payable to such Non-U.S. Lender at the time such Non-U.S. Lender becomes a party hereto (or changes its lending office) or (ii) is attributable to such Non-U.S. Lender's failure to comply with Section 2.18(c), except to the extent that such Non-U.S. Lender (or its assignor) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 2.18(b).

"Existing Credit Agreement" means the Credit Agreement, dated as of June 14, 2019, among the Borrower, Atlas Meridian Bank, N.A., as administrative agent and collateral agent, and the lenders party thereto, as amended by the First Amendment dated as of March 20, 2020, the Second Amendment dated as of November 8, 2021, the Third Amendment dated as of April 15, 2023, and the Fourth Amendment dated as of September 12, 2024.

"Existing Revolving Facility" means the $190,000,000 revolving credit facility under the Existing Credit Agreement. The Existing Revolving Facility is undrawn as of the date hereof and shall be terminated upon the Closing Date.

"Existing Term Loan" means the $875,000,000 first lien term loan under the Existing Credit Agreement. The payoff amount of the Existing Term Loan is approximately $879,375,000, consisting of $875,000,000 of outstanding principal plus approximately $4,375,000 of accrued and unpaid interest through the anticipated Closing Date.

"FATCA" means Sections 1471 through 1474 of the Internal Revenue Code, as of the date of this Agreement (or 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, and any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code.

"Federal Funds Effective 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; provided that if such rate is not so published for any day that is a Business Day, the Federal Funds Effective Rate for such day shall be 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 the fee letter, dated as of February 18, 2025, between the Borrower and Crescent Harbor Bank, N.A., as the same may have been amended, supplemented, or otherwise modified from time to time.

"First Lien Net Leverage Ratio" means, as of any date of determination, the ratio of (a) (i) first lien secured Indebtedness of the Borrower and its Restricted Subsidiaries as of such date, minus (ii) unrestricted Cash and Cash Equivalents of the Borrower and its Restricted Subsidiaries as of such date (not to exceed $100,000,000 for purposes of this calculation) to (b) Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the most recently ended period of four (4) consecutive fiscal quarters for which internal financial statements are available, in each case calculated on a Pro Forma Basis.

"Free-and-Clear Basket" means, as of any date of determination, an aggregate amount equal to the greater of (x) $280,000,000 and (y) one hundred percent (100%) of LTM Adjusted EBITDA as of such date. As of December 31, 2024, the Free-and-Clear Basket is approximately $385,000,000.

"GAAP" means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the United States accounting profession), which are in effect from time to time.

"Governmental Authority" means the government of the United States or any other nation, or any political subdivision thereof, whether state, local, or foreign, and any agency, authority, instrumentality, regulatory body, court, central bank, or other entity exercising executive, legislative, judicial, taxing, regulatory, or administrative powers or functions of or pertaining to government, including the Securities and Exchange Commission ("SEC"), the United States Department of Justice ("DOJ"), the Federal Trade Commission ("FTC"), the Internal Revenue Service ("IRS"), the Office of Foreign Assets Control of the United States Department of the Treasury ("OFAC"), and any state Secretary of State.

"Guarantee Agreement" means the Guarantee Agreement, dated as of the Closing Date, among the Guarantors party thereto and the Collateral Agent, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"Guarantors" means, collectively, (a) the Holdings Guarantor (Granite Peak NIH Holdings, LLC) and (b) each Subsidiary Guarantor.

"Holdings" means Granite Peak NIH Holdings, LLC, a Delaware limited liability company (EIN: 85-3291047; Delaware File Number: 7234891), whose registered address is c/o Penmark Industries, 1209 Orange Street, Wilmington, Delaware 19801.

"Incremental Facility" has the meaning assigned thereto 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 of any Loan Party under any Loan Document, and (b) to the extent not otherwise described in clause (a), Other Taxes.

"intellectual Property" means all patents, patent applications, trademarks, trademark applications, trade names, copyrights, copyright applications, trade secrets, know-how, proprietary technology, and all other intellectual property rights.

"Intercreditor Agreement" means the First Lien/Unsecured Intercreditor Agreement, dated as of the Closing Date, among Crescent Harbor Bank, N.A., as First Lien Collateral Agent, Pinnacle Trust Company, as 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 SOFR Loan, each period commencing on the date such SOFR Loan is made or converted from an ABR Loan or continued as a SOFR Loan and ending on the numerically corresponding day in the calendar month that is one (1) or three (3) months thereafter, as selected by the Borrower pursuant to Section 2.02; provided that (a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day, (b) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period, and (c) no Interest Period shall extend beyond the Maturity Date.

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

"Investment" means, with respect to any Person, (a) any direct or indirect acquisition or investment by such Person, whether by means of (i) the purchase or other acquisition of Equity Interests or debt or other securities of another Person, (ii) a loan, advance, or capital contribution to, guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, or (iii) an Acquisition, or (b) any direct or indirect acquisition by such Person (in one transaction or a series of transactions) of all or substantially all of the assets of another Person or of any division, department, or product line of another Person. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment, less any return on investment to the extent it represents a return of principal.

"Lenders" means, collectively, the financial institutions and other Persons from time to time party to this Agreement as lenders, and their respective successors and permitted assigns.

"Loan Documents" means this Agreement, the Security Agreement, the Guarantee Agreement, each Pledge Agreement (including the Holdings Pledge Agreement, the Borrower Pledge Agreement, each Subsidiary Pledge Agreement, and the CFC Holdco Limited Pledge Agreement), the IP Security Agreement, the Intercreditor Agreement, each Mortgage, and all other documents, instruments, and agreements delivered in connection herewith or therewith, in each case as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"Loan Parties" means the Borrower, Holdings, and each Subsidiary Guarantor.

"LoanX ID" means the Loan Syndications and Trading Association Loan Identification Number anticipated to be assigned to the Term Loan B: LX-234567.

"Material Adverse Effect" means (a) a material adverse change in, or a material adverse effect upon, the business, assets, liabilities (actual or contingent), financial condition, or results of operations of the Borrower and its Restricted Subsidiaries, taken as a whole, (b) a material impairment of the ability of any Loan Party to perform its obligations under any Loan Document to which it is a party, or (c) a material impairment of the rights of or benefits available to the Administrative Agent, the Collateral Agent, or the Lenders under any Loan Document.

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

"Maturity Date" means March 28, 2032 (the seventh (7th) anniversary of the Closing Date); provided that if such date is not a Business Day, the Maturity Date shall be the immediately preceding Business Day.

"MFN Protection" or "Most Favored Nation" has the meaning assigned thereto in Section 2.14.

"Mortgaged Properties" means the four (4) Material Real Properties described on Schedule 3.05 hereto: (1) 1400 Industrial Parkway, Schaumburg, Illinois 60173 (appraised value: $85,000,000); (2) 2750 Commerce Drive, Rockford, Illinois 61101 (appraised value: $42,000,000); (3) 600 Manufacturers Row, Greenville, South Carolina 29607 (appraised value: $38,000,000); and (4) 9100 Westpark Industrial Boulevard, Houston, Texas 77063 (appraised value: $28,000,000). The total appraised real property collateral value is $193,000,000.

"Mortgages" means the mortgage deeds, deeds of trust, or other mortgage instruments executed and delivered by the applicable Loan Parties in favor of the Collateral Agent with respect to each Mortgaged Property, in each case in form and substance reasonably satisfactory to the Collateral Agent.

"Net Cash Proceeds" means (a) with respect to any Asset Sale or other disposition outside the ordinary course of business, the cash and Cash Equivalents received by the Borrower or any Restricted Subsidiary (including any cash or Cash Equivalents received upon the sale or other disposition of any non-cash consideration received in connection with any such Asset Sale), minus (i) reasonable and customary costs and expenses incurred in connection therewith (including legal fees, title and recording expenses, transfer taxes, brokerage commissions, and similar fees), (ii) taxes paid or estimated to be payable in connection therewith, (iii) amounts required to be applied to the repayment of Indebtedness secured by a Lien on such asset (other than under this Agreement), and (iv) amounts reserved for post-closing adjustments; (b) with respect to the issuance or incurrence of any Indebtedness, the cash received by the Borrower or any Restricted Subsidiary from such issuance or incurrence, minus (i) all fees, commissions, costs, and other expenses incurred in connection therewith, and (ii) taxes paid or estimated to be payable in connection therewith; and (c) with respect to any insurance or condemnation event, the cash received by the Borrower or any Restricted Subsidiary (net of any reasonable collection costs and all amounts required to be applied to the repayment of any Indebtedness secured by a Lien on such asset).

"Obligations" means (a) all amounts owing by the Borrower or any other Loan Party to the Administrative Agent, the Collateral Agent, or any Lender pursuant to or in connection with this Agreement, any other Loan Document, or otherwise with respect to any Term Loan, including principal, interest, fees, expenses, indemnification amounts, and other amounts, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and (b) all Banking Services Obligations and Hedge Obligations of the Borrower or any Loan Party owing to any Lender or any Affiliate of a Lender.

"OID" means the original issue discount of fifty (50) basis points (0.50%), reflecting an issue price of 99.50% of par, resulting in aggregate OID of $7,000,000 on the $1,400,000,000 Term Loan B.

"Permitted Indebtedness" has the meaning assigned thereto in Section 6.01.

"Permitted Investments" has the meaning assigned thereto in Section 6.04.

"Permitted Liens" has the meaning assigned thereto in Section 6.02.

"Permitted Refinancing Indebtedness" means any Indebtedness issued or incurred in exchange for, or the proceeds of which are used to extend, refinance, renew, replace, defease, or refund, in whole or in part, any other Indebtedness ("Refinanced Indebtedness"); provided that (a) the principal amount of such Permitted Refinancing Indebtedness does not exceed the principal amount of the Refinanced Indebtedness so extended, refinanced, renewed, replaced, defeased, or refunded (plus unpaid accrued interest, fees, and premiums thereon (including tender premiums) and underwriting discounts, defeasance costs, fees, commissions, and expenses), (b) such Permitted Refinancing Indebtedness has a final maturity date equal to or later than the final maturity date of, and has a weighted average life to maturity equal to or greater than the weighted average life to maturity of, the Refinanced Indebtedness being extended, refinanced, renewed, replaced, defeased, or refunded, (c) if the Refinanced Indebtedness is subordinated in right of payment to the Obligations, such Permitted Refinancing Indebtedness shall be subordinated to the Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Refinanced Indebtedness, and (d) no Restricted Subsidiary that is not a Loan Party is an obligor with respect to such Permitted Refinancing Indebtedness unless such Restricted Subsidiary was an obligor with respect to the Refinanced Indebtedness.

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

"Prime Rate" means, at any time, the rate of interest per annum publicly announced from time to time by Crescent Harbor Bank, N.A. 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.

"Pro Forma Basis" means, in respect of any calculation or determination, that such calculation or determination is made giving effect (a) to the Transactions and (b) to any acquisition, disposition, merger, consolidation, or other event that requires such pro forma calculation, in each case on a pro forma basis in accordance with Regulation S-X promulgated under the Securities Act of 1933, as amended, mutatis mutandis.

"Register" has the meaning assigned thereto in Section 2.11.

"Required Lenders" means, at any time, Lenders having Term Loans representing more than fifty percent (50%) of the aggregate outstanding principal amount of all Term Loans at such time.

"Restricted Payment" means any dividend, distribution, or other payment (whether in cash, securities, or other property) with respect to any Equity Interests in the Borrower or any Restricted Subsidiary, or any payment (whether in cash, securities, or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, defeasance, cancellation, or termination of any such Equity Interests, or any payment on account of, or the setting apart of assets for a sinking or other analogous fund for, the purchase, redemption, retirement, or other acquisition of any Equity Interests, or on account of any return of capital to any holder of Equity Interests, or any prepayment, redemption, purchase, defeasance, or other satisfaction prior to the scheduled maturity thereof of any subordinated or junior lien Indebtedness.

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

"Sanctions" means any economic or trade sanctions administered or enforced by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, or Her Majesty's Treasury of the United Kingdom, or any other relevant sanctions authority.

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

"Sanctioned Person" means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC (including the Specially Designated Nationals and blocked Persons List) or the U.S. Department of State, the United Nations Security Council, the European Union, or Her Majesty's Treasury of the United Kingdom, (b) any Person operating, organized, or resident in a Sanctioned Country, or (c) any Person directly or indirectly owned fifty percent (50%) or more by any such Person or Persons described in clause (a) or (b).

"Secured Parties" means the Administrative Agent, the Collateral Agent, the Lenders, and each other holder of Obligations.

"Security Agreement" means the Security Agreement, dated as of the Closing Date, among the Borrower, each Subsidiary Guarantor, and the Collateral Agent, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"Security Documents" means the Security Agreement, each Pledge Agreement, the IP Security Agreement, each Mortgage, and each other agreement, document, or instrument creating or purporting to create a Lien on any Collateral in favor of the Collateral Agent for the benefit of the Secured Parties.

"Senior Unsecured Notes" means the $250,000,000 aggregate principal amount of 7.250% Senior Unsecured Notes due 2028, issued by the Borrower pursuant to the Indenture dated as of November 8, 2021, by and among the Borrower, the guarantors party thereto, and Pinnacle Trust Company, as trustee.

"Senior Unsecured Notes Indenture" means the Indenture, dated as of November 8, 2021, by and among the Borrower, the guarantors party thereto, and Pinnacle Trust Company, as trustee, governing the Senior Unsecured Notes, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"SOFR" means a rate equal to the secured overnight financing rate as administered by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

"SOFR Credit Spread Adjustment" means ten (10) basis points (0.10%) per annum for any Interest Period having a tenor of one (1) month and fifteen (15) basis points (0.15%) per annum for any Interest Period having a tenor of three (3) months.

"SOFR Floor" means a rate of seventy-five (75) basis points (0.75%) per annum.

"Sponsor" means Granite Peak Capital Partners, LP, a Delaware limited partnership (address: 600 Steamboat Road, Suite 300, Greenwich, Connecticut 06830), and its affiliates, including Granite Peak Capital Fund IV, LP and GP Fund IV Co-Invest, LP.

"Subsidiary" means, with respect to any Person (the "parent"), any corporation, partnership, joint venture, limited liability company, association, or other entity (a) the accounts of which would be consolidated with those of the parent in the parent's consolidated financial statements if such financial statements were prepared in accordance with GAAP, or (b) of which securities or other ownership interests representing more than fifty percent (50%) of the equity or more than fifty percent (50%) of the ordinary voting power or, in the case of a partnership, more than fifty percent (50%) of the general partnership interests, are, as of such date, owned, controlled, or held.

"Subsidiary Guarantors" means, collectively, (a) each of the following domestic subsidiaries of the Borrower: 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 and 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), and (b) each other Person that becomes a Subsidiary Guarantor after the Closing Date pursuant to Section 5.10.

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

"Term Loan" and "Term Loans" means the senior secured Term Loan B in an aggregate principal amount of $1,400,000,000, made by the Lenders to the Borrower pursuant to Section 2.01.

"Term Loan Commitment" means, with respect to each Lender, the commitment of such Lender to make a Term Loan to the Borrower on the Closing Date in the amount set forth opposite such Lender's name on Schedule 2.01, or in the Assignment and Assumption pursuant to which such Lender assumed its Term Loan Commitment. The aggregate amount of the Term Loan Commitments on the date hereof is $1,400,000,000.

"Term SOFR" means, with respect to any Interest Period, the Term SOFR Reference Rate for a tenor comparable to such Interest Period on the day that is two (2) Business Days prior to the first day of such Interest Period, as such rate is published by the CME Group Benchmark Administration Limited (or a successor administrator).

"Total Net Leverage Ratio" means, as of any date of determination, the ratio of (a) (i) total funded Indebtedness of the Borrower and its Restricted Subsidiaries as of such date, minus (ii) unrestricted Cash and Cash Equivalents of the Borrower and its Restricted Subsidiaries as of such date (not to exceed $100,000,000 for purposes of this calculation) to (b) Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the most recently ended period of four (4) consecutive fiscal quarters for which internal financial statements are available, in each case calculated on a Pro Forma Basis.

"Transactions" means, collectively, (a) the entering into of this Agreement and the other Loan Documents, (b) the borrowing of the Term Loans hereunder, (c) the refinancing in full of the Existing Term Loan and the termination of the Existing Revolving Facility under the Existing Credit Agreement, (d) the Dividend Recapitalization (including the distribution of approximately $335,000,000 to Holdings), and (e) the payment of all fees, 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 perfection or the effect of perfection or non-perfection or the priority of a Lien on any Collateral is governed by the Uniform Commercial Code of 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 for purposes of the provisions hereof or any Loan Document relating to such perfection, effect of perfection or non-perfection, or priority.

"Unrestricted Subsidiary" has the meaning assigned thereto in Section 5.11.

"USA PATRIOT Act" means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. 107-56, as amended, signed into law October 26, 2001).

Section 1.02 — Other Interpretive Provisions

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

(a) The 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. The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." The word "will" shall be construed to have the same meaning and effect as the word "shall." Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument, or other document shall be construed as referring to such agreement, instrument, or other document as from time to time amended, restated, supplemented, or otherwise modified (subject to any restrictions on such amendments, restatements, supplements, or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person's successors and assigns, (iii) the words "herein," "hereof," and "hereunder," and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits, and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing, or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified, or supplemented from time to time, and (vi) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts, and contract rights.

(b) In the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including," the word "to" means "to but excluding," and the word "through" means "through and including."

(c) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

Section 1.03 — Accounting Terms

All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, subject to Section 1.04. All financial statements delivered pursuant to Section 5.01 shall be prepared in accordance with GAAP as in effect at the time of such preparation, applied on a basis consistent with the most recent audited financial statements of the Borrower delivered to the Administrative Agent. The fiscal year of the Borrower ends on December 31 of each year.

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) expressed to the number of decimal places to which such ratio is expressed. All pro forma compliance calculations required hereunder shall be rounded to the nearest hundredth (i.e., 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 (daylight or standard, as applicable).

Section 1.06 — Letter of Credit Amounts

Not applicable. No letter of credit sub-facility is being established under this Term Loan B Agreement.

Section 1.07 — SOFR Provisions

(a) Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a) of the definition of "Benchmark Replacement" for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (Eastern Time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (b) of the definition of "Benchmark Replacement" for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (Eastern Time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.

(b) Conforming Changes. In connection with the use, administration of, or any convention applicable to Term SOFR or any Benchmark Replacement, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.

(c) Benchmark Unavailability Period. Upon the Borrower's receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending request for a SOFR Borrowing of, conversion to, or continuation of SOFR Loans to be made, converted, or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of ABR based upon Term SOFR will not be used in any determination of the Alternate Base Rate.

(d) Early Opt-In Election. If the Administrative Agent determines that the then-current Benchmark should be replaced by a Benchmark Replacement before the occurrence of a Benchmark Transition Event, the Administrative Agent may, at its election, effect such replacement in consultation with the Borrower, subject to notification of, and (absent objection from) the Required Lenders.

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 agrees to make a single 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 (each such term loan, a "Term Loan"). The aggregate amount of all Term Loan Commitments as of the date hereof is One Billion Four Hundred Million Dollars ($1,400,000,000).

(b) The Term Loans are not revolving in nature. Amounts repaid or prepaid in respect of the Term Loans may not be reborrowed. The Term Loan Commitment of each Lender shall be permanently reduced to zero upon the funding of the Term Loans on the Closing Date.

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

(a) Closing Date Borrowing. The Term Loans shall be made on the Closing Date in a single borrowing. The Borrower shall deliver to the Administrative Agent a Borrowing Request substantially in the form of Exhibit A not later than 12:00 noon (Eastern Time) three (3) Business Days prior to the Closing Date (or such shorter period as may be acceptable to the Administrative Agent) specifying (i) the Closing Date as the date of such borrowing, (ii) the aggregate principal amount of the Term Loans to be borrowed ($1,400,000,000), and (iii) the initial Type of Term Loans and, if applicable, the initial Interest Period.

(b) Conversions and Continuations. Subject to Section 2.15, the Borrower may elect from time to time to convert SOFR Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election not later than 12:00 noon (Eastern Time) on the Business Day of such conversion. The Borrower may elect from time to time to convert ABR Loans to SOFR Loans or to continue SOFR Loans as SOFR Loans for an additional Interest Period by giving the Administrative Agent prior irrevocable notice of such election not later than 12:00 noon (Eastern Time) three (3) Business Days prior to the first day of the requested Interest Period, specifying the applicable Interest Period. Each such conversion or continuation shall be in a minimum aggregate principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or the entire remaining outstanding principal amount of the applicable Term Loans if less than $5,000,000).

(c) Interest Periods. Interest Periods for SOFR Loans shall be periods of one (1) or three (3) months. The SOFR Credit Spread Adjustment applicable to each Interest Period shall be ten (10) basis points (0.10%) for Interest Periods of one (1) month and fifteen (15) basis points (0.15%) for Interest Periods of three (3) months. If the Borrower fails to give a timely notice requesting a continuation, such SOFR Loans shall be automatically converted to ABR Loans on the last day of the then-current Interest Period.

Section 2.03 — [Reserved]

Section 2.04 — [Reserved]

Section 2.05 — Prepayments

(a) Voluntary Prepayments

(i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loans in whole or in part without premium or penalty; provided, however, that:

(A) Soft Call Premium. If, within the first six (6) months after the Closing Date, the Borrower prepays, refinances, reprices, or otherwise replaces all or any portion of the Term Loans in connection with a Repricing Transaction (as defined below), such prepayment, refinancing, repricing, or replacement shall be accompanied by a prepayment premium equal to one percent (1.00%) of the aggregate principal amount of the Term Loans so prepaid, refinanced, repriced, or replaced. A "Repricing Transaction" means (x) any prepayment or repayment of the Term Loans with the proceeds of any new or replacement tranche of first lien term loans that is broadly syndicated in the institutional term loan market and bearing interest at a lower all-in yield than the Term Loans, or (y) any amendment or modification of this Agreement the primary purpose of which is to reduce the all-in yield applicable to the Term Loans. A Repricing Transaction shall not include any prepayment made in connection with (I) a Change of Control, (II) a transformative acquisition, or (III) a refinancing of all credit facilities of the Borrower.

(B) Minimum Amounts. Each voluntary prepayment of Term Loans shall be in an aggregate principal amount of not less than $5,000,000 and in integral multiples of $1,000,000 in excess thereof (or the entire remaining outstanding principal amount of the Term Loans).

(C) Notice. The Borrower shall give the Administrative Agent irrevocable notice (which notice may be conditioned upon the occurrence or non-occurrence of any event specified therein, including the closing of other financing transactions) of any voluntary prepayment not later than (I) 12:00 noon (Eastern Time) three (3) Business Days prior to the date of prepayment, in the case of SOFR Loans, and (II) 12:00 noon (Eastern Time) one (1) Business Day prior to the date of prepayment, in the case of ABR Loans.

(D) SOFR Breakage. Any voluntary prepayment of SOFR Loans on a date other than the last day of an applicable Interest Period shall be subject to the breakage indemnification provisions of Section 2.17.

(ii) Each voluntary prepayment shall be applied to the outstanding Term Loans on a pro rata basis among the Lenders in accordance with their respective outstanding Term Loan amounts.

(b) Mandatory Prepayments

(i) Excess Cash Flow. Commencing with the fiscal year ending December 31, 2025, and for each fiscal year thereafter, the Borrower shall prepay the Term Loans in an aggregate principal amount equal to the applicable Excess Cash Flow Percentage of Excess Cash Flow for such fiscal year:

(A) fifty percent (50%) of Excess Cash Flow for such fiscal year, if the First Lien Net Leverage Ratio as of the last day of such fiscal year (after giving pro forma effect to such prepayment) is greater than 4.25 to 1.00;

(B) twenty-five percent (25%) of Excess Cash Flow for such fiscal year, if the First Lien Net Leverage Ratio as of the last day of such fiscal year (after giving pro forma effect to such prepayment) is less than or equal to 4.25 to 1.00 but greater than 3.50 to 1.00; and

(C) zero percent (0%) of Excess Cash Flow for such fiscal year, if the First Lien Net Leverage Ratio as of the last day of such fiscal year (after gi

DRAFT — MARCH 5, 2025 — PRIVILEGED AND CONFIDENTIAL
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., as Sole Lead Left Arranger and Bookrunner,
IRONWOOD CAPITAL MARKETS, LLC and NORTHVANE SECURITIES, INC., as Joint Lead Arrangers,
and
THE LENDERS FROM TIME TO TIME PARTY HERETO
________________________________________
$1,400,000,000 SENIOR SECURED TERM LOAN B FACILITY
________________________________________
DRAFT — MARCH 5, 2025 — PRIVILEGED AND CONFIDENTIAL
TABLE OF CONTENTS
Right-click to update Table of Contents
DRAFT — MARCH 5, 2025 — PRIVILEGED AND CONFIDENTIAL
This CREDIT AGREEMENT (this "Agreement") is entered into as of [__], 2025, among NEXFORD INDUSTRIAL HOLDINGS INC., a Delaware corporation (the "Borrower"), the GUARANTORS from time to time party hereto, CRESCENT HARBOR BANK, N.A., as Administrative Agent and Collateral Agent (in such capacities, the "Administrative Agent" and "Collateral Agent," respectively), CRESCENT HARBOR BANK, N.A., as Sole Lead Left Arranger and Bookrunner, IRONWOOD CAPITAL MARKETS, LLC and NORTHVANE SECURITIES, INC., as Joint Lead Arrangers, and the LENDERS from time to time party hereto.
RECITALS
WHEREAS, the Borrower is a wholly-owned subsidiary of Granite Peak NIH Holdings, LLC, a Delaware limited liability company ("Holdings"), which is owned by Granite Peak Capital Fund IV, LP (92%) and GP Fund IV Co-Invest, LP (8%);
WHEREAS, the Borrower has requested that the Lenders extend credit in the form of senior secured Term Loans in an aggregate principal amount of $1,400,000,000 (the "Term Loan B Facility");
WHEREAS, the proceeds of the Term Loans will be used (a) to refinance in full the existing first lien term loan (outstanding principal of approximately $875,000,000) under the Existing Credit Agreement dated as of June 14, 2019, among the Borrower, Atlas Meridian Bank, N.A., as administrative agent and collateral agent, and the lenders party thereto, and to terminate the existing revolving credit facility thereunder, (b) to fund a distribution of approximately $335,000,000 to Holdings (the "Dividend Recapitalization"), (c) to pay fees and expenses incurred in connection with the Transactions, and (d) for general corporate purposes;
WHEREAS, the Guarantors have agreed to guarantee the Obligations of the Borrower hereunder; and
WHEREAS, the Borrower and the Guarantors have agreed to grant security interests in substantially all of their assets to secure the Obligations;
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I — DEFINITIONS AND ACCOUNTING TERMS
Section 1.01 — Defined Terms
As used in this Agreement, the following terms shall have the meanings set forth below:
"Acquisition" means any transaction, or any series of related transactions, by which any Loan Party or any Restricted Subsidiary thereof (a) acquires any ongoing business or all or substantially all of the assets of any Person, whether through purchase of assets, merger, or otherwise, or (b) acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the Equity Interests of a Person that has an ongoing business, or (c) acquires any division or product line of any Person. A "Permitted Acquisition" means an Acquisition satisfying the conditions set forth in Section 6.04 of this Agreement.
"Adjusted EBITDA" means, for any period, Consolidated Net Income for such period, plus (without duplication and to the extent deducted in calculating Consolidated Net Income for such period): (i) consolidated interest expense of the Borrower and its Restricted Subsidiaries for such period, (ii) provision for federal, state, local, and foreign income tax expense of the Borrower and its Restricted Subsidiaries for such period, (iii) depreciation and amortization expense of the Borrower and its Restricted Subsidiaries for such period, (iv) non-cash charges (including non-cash compensation expense and non-cash loss on disposition of assets) of the Borrower and its Restricted Subsidiaries for such period, and (v) Permitted Add-Backs for such period, minus non-cash gains (excluding any non-cash gains to the extent representing the reversal of an accrual or cash reserve for a potential cash item that reduced Adjusted EBITDA in any prior period) of the Borrower and its Restricted Subsidiaries for such period, in each case determined on a consolidated basis in accordance with GAAP.
"Permitted Add-Backs" means, for any period, (a) acquisition-related costs (including integration costs, transaction fees, and other costs directly attributable to any Acquisition), (b) non-recurring restructuring charges (including severance costs, facility closure costs, and non-recurring consulting fees), (c) sponsor management fees (as described in Section 6.06(e)), and (d) integration costs related to the combination of acquired businesses; provided that the aggregate amount of Permitted Add-Backs for any four consecutive fiscal quarter period shall not exceed twenty-five percent (25%) of Adjusted EBITDA for such period (calculated before giving effect to such Permitted Add-Backs). As of December 31, 2024, LTM Adjusted EBITDA was $385,000,000, comprising $357,000,000 of reported EBITDA plus $28,000,000 of Permitted Add-Backs (consisting of $12,000,000 of acquisition-related costs, $8,500,000 of non-recurring restructuring charges, $4,500,000 of sponsor management fees, and $3,000,000 of integration costs).
"Administrative Agent" means Crescent Harbor Bank, N.A., in its capacity as administrative agent under this Agreement and the other Loan Documents, and any successor thereto appointed in accordance with Section 8.06. The principal office of the Administrative Agent is located at 320 Federal Street, Boston, Massachusetts 02110.
"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 specified Person. For purposes of this Agreement, (a) Granite Peak Capital Partners, LP and each of its controlled affiliates (including, without limitation, Granite Peak Capital Fund IV, LP and GP Fund IV Co-Invest, LP) shall be deemed Affiliates of the Borrower and Holdings, and (b) none of the portfolio companies of Granite Peak Capital Partners, LP (other than Holdings, the Borrower, and the Borrower's Restricted Subsidiaries) shall be deemed to be Affiliates of the Borrower or Holdings solely by reason of Granite Peak Capital Partners, LP's investment therein.
"Alternate Base Rate" or "ABR" means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus one-half of one percent (0.50%), and (c) the Adjusted Term SOFR for a one-month Interest Period on such day (or, if such day is not a Business Day, the immediately preceding Business Day) plus one percent (1.00%); provided that, for the avoidance of doubt, the Adjusted Term SOFR for purposes of this clause (c) shall be determined based on the Term SOFR Reference Rate at approximately 5:00 a.m. (Chicago time) on such day (or the immediately preceding Business Day if such day is not a Business Day). Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate, or the Adjusted Term SOFR shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate, or the Adjusted Term SOFR, respectively.
"Anti-Corruption Laws" means the Foreign Corrupt Practices Act of 1977, as amended (the "FCPA"), the United Kingdom Bribery Act 2010, as amended, and any other applicable laws, rules, and regulations of any jurisdiction relating to bribery, corruption, or similar offenses.
"Applicable Rate" means, with respect to (a) SOFR Loans, four percent (4.00%) per annum (400 basis points), and (b) ABR Loans, three percent (3.00%) per annum (300 basis points) (being the Applicable Rate for SOFR Loans minus one percent (1.00%)).
"Benchmark Replacement" has the meaning assigned thereto in Section 1.07.
"Borrower" means Nexford Industrial Holdings Inc., a Delaware corporation (EIN: 36-4178552; Delaware File Number: 5765432), and its successors and assigns.
"Builder Basket" means, as of any date of determination, a cumulative amount equal to (a) $50,000,000 (the "Starter Amount"), plus (b) fifty percent (50%) of cumulative Consolidated Net Income (if positive) of the Borrower and its Restricted Subsidiaries, computed on a cumulative basis from the first day of the fiscal quarter commencing January 1, 2025, through the last day of the most recently ended fiscal quarter for which internal financial statements are available, minus (c) the aggregate amount of Restricted Payments, Investments, and prepayments of Junior Debt previously made in reliance on the Builder Basket.
"Business Day" means any day that is not a Saturday, Sunday, or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that, when used in connection with a SOFR Loan, 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, the aggregate of all expenditures of the Borrower and its Restricted Subsidiaries for the acquisition, replacement, or improvement of fixed or capital assets during such period, as determined in accordance with GAAP (including the principal portion of Capital Lease Obligations incurred during such period), but excluding expenditures funded with the proceeds of insurance or condemnation awards. As of December 31, 2024, LTM Capital Expenditures were approximately $78,000,000.
"Cash and Cash Equivalents" means (a) cash on hand and demand deposits with any domestic commercial bank having capital and surplus in excess of $500,000,000, (b) certificates of deposit and time deposits, maturing within one year after the date of acquisition thereof, issued by any domestic commercial bank having capital and surplus in excess of $500,000,000, (c) commercial paper and variable or fixed rate notes rated at least A-2 by Sentinel Credit Analytics, LLC (or the equivalent thereof by Keystone Ratings Group, Inc.) and in either case maturing within one year after the date of acquisition thereof, (d) repurchase obligations with a term of not more than thirty (30) days for underlying securities of the types described in clauses (b) and (c) above entered into with any financial institution meeting the qualifications specified in clause (a) above, (e) investments in money market funds that comply with the criteria set forth in Rule 2a-7 under the Investment Company Act of 1940, and (f) other short-term investments as agreed to by the Administrative Agent. Pro forma unrestricted Cash and Cash Equivalents at Closing are $100,000,000.
"CFC" means a "controlled foreign corporation" within the meaning of Section 957 of the Internal Revenue Code.
"CFC Holdco" means Nexford International Holdings, Inc., a Delaware corporation, or any other domestic corporation or limited liability company that is treated as a domestic corporation for United States federal income tax purposes and that has no material assets other than Equity Interests (or Equity Interests and intercompany debt) in one or more direct or indirect CFCs.
"Change of Control" means the occurrence of any of the following events: (i) any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than the Sponsor (including Granite Peak Capital Partners, LP, Granite Peak Capital Fund IV, LP, GP Fund IV Co-Invest, LP, and their respective controlled affiliates), shall become the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of more than thirty-five percent (35%) of the outstanding voting Equity Interests of Holdings (Granite Peak NIH Holdings, LLC); (ii) the Borrower shall cease to be a direct, wholly-owned Subsidiary of Holdings (other than directors' qualifying shares or other nominal amounts required by law to be held by Persons other than Holdings); or (iii) a "change of control" (or similar event, however denominated) shall occur under the Senior Unsecured Notes Indenture (the Indenture dated as of November 8, 2021, by and among the Borrower, the guarantors party thereto, and Pinnacle Trust Company, as trustee, governing the $250,000,000 aggregate principal amount of 7.250% Senior Unsecured Notes due 2028).
"Closing Date" means the date on which all conditions precedent set forth in Section 4.01 are satisfied or waived in accordance with the terms hereof. The target Closing Date is March 28, 2025.
"Collateral" means all property and assets, whether real, personal, or mixed, tangible or intangible, on which a Lien is granted or purported to be granted to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the Security Documents. The Collateral consists of substantially all assets of the Borrower and the Guarantors, as more particularly described in the Security Agreement, the Pledge Agreements, the IP Security Agreement, and the Mortgages.
"Collateral Agent" means Crescent Harbor Bank, N.A., in its capacity as collateral agent under the Security Documents and this Agreement, and any successor thereto appointed in accordance with Section 8.06.
"Commitment Letter" means the commitment letter, dated as of February 14, 2025, between the Borrower and Crescent Harbor Bank, N.A., as the same may have been amended, restated, supplemented, or otherwise modified from time to time.
"Compliance Certificate" means a certificate substantially in the form of Exhibit C.
"Consolidated Net Income" means, for any period, the net income (or loss) of the Borrower and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP, provided that there shall be excluded therefrom (without duplication) (a) the net income (or loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting, except to the extent of the amount of dividends or distributions actually paid in cash to the Borrower or a Restricted Subsidiary, (b) the net income (or loss) of any Person accrued prior to the date it becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary, (c) the income (or loss) of any Restricted Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary is not at the time permitted by operation of the terms of its organizational documents or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to such Restricted Subsidiary, (d) non-cash impairment charges and asset write-offs and write-downs (including goodwill impairment charges), (e) extraordinary, non-recurring, or unusual gains or losses, and (f) the cumulative effect of a change in accounting principles.
"Control" 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. "Controlling" and "Controlled" have meanings correlative thereto.
"Credit Agreement" means this Agreement, as amended, restated, amended and restated, supplemented, or otherwise modified from time to time.
"CUSIP" means the Committee on Uniform Security Identification Procedures number anticipated to be assigned to the Term Loan B: 65432X AA1.
"Default" means any event or condition that constitutes an Event of Default or that, upon notice, lapse of time, or both, would constitute an Event of Default.
"Default Rate" means the Applicable Rate then in effect plus two percent (2.00%) per annum (200 basis points), as further described in Section 2.08.
"Dividend Recapitalization" means the distribution of approximately $335,000,000 by the Borrower to Holdings (Granite Peak NIH Holdings, LLC), to be made on the Closing Date with a portion of the proceeds of the Term Loans, which distribution shall in turn be distributed by Holdings to Granite Peak Capital Fund IV, LP and GP Fund IV Co-Invest, LP.
"Equity Interests" means, with respect to any Person, all of the shares, interests, participations, or other equivalents (however designated) of capital stock or other equity interests of such Person.
"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder.
"ERISA Event" means (a) any "reportable event" (as defined in Section 4043 of ERISA) with respect to a Pension Plan, (b) a withdrawal by any Loan Party or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a "substantial employer" (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA, (c) a complete or partial withdrawal by any Loan Party or any ERISA Affiliate from a Multiemployer Plan, (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan, (e) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Loan Party or any ERISA Affiliate, or (f) a determination that any Pension Plan is, or is expected to be, in "at risk" status (within the meaning of Section 430 of the Internal Revenue Code or Section 303 of ERISA).
"Event of Default" has the meaning assigned thereto in Section 7.01.
"Excess Cash Flow" means, for any fiscal year of the Borrower, an amount equal to (a) Adjusted EBITDA for such fiscal year, minus (b) the sum of (without duplication) (i) cash interest expense actually paid in cash during such fiscal year, (ii) cash income taxes actually paid in cash during such fiscal year, (iii) regularly scheduled amortization payments of the Term Loans and other Indebtedness (excluding voluntary prepayments and mandatory prepayments, but including any voluntary prepayments to the extent elected by the Borrower to reduce future mandatory prepayment obligations) actually made during such fiscal year, (iv) Capital Expenditures actually made during such fiscal year to the extent funded with internally generated cash flow (and not funded with the proceeds of any Indebtedness or Equity Issuance), (v) cash restructuring charges and integration costs actually paid in cash during such fiscal year, and (vi) working capital adjustments (to the extent of increases in working capital during such fiscal year), in each case determined on a consolidated basis in accordance with GAAP.
"Excluded Assets" means (a) motor vehicles and other assets subject to certificates of title with a book value below $250,000 per vehicle, (b) letter of credit rights (as defined in the UCC) having a face amount of less than $1,000,000, (c) commercial tort claims where the amount in controversy is less than $2,500,000, and (d) any asset to the extent that 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 to be afforded thereby.
"Excluded Taxes" means, with respect to the Administrative Agent, any Lender, or any other recipient of any payment to be made by or on account of any obligation of any Loan Party under any Loan Document, (a) taxes imposed on (or measured by) its net income, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction described in clause (a), and (c) in the case of a Non-U.S. Lender, any withholding tax that (i) is imposed on amounts payable to such Non-U.S. Lender at the time such Non-U.S. Lender becomes a party hereto (or changes its lending office) or (ii) is attributable to such Non-U.S. Lender's failure to comply with Section 2.18(c), except to the extent that such Non-U.S. Lender (or its assignor) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 2.18(b).
"Existing Credit Agreement" means the Credit Agreement, dated as of June 14, 2019, among the Borrower, Atlas Meridian Bank, N.A., as administrative agent and collateral agent, and the lenders party thereto, as amended by the First Amendment dated as of March 20, 2020, the Second Amendment dated as of November 8, 2021, the Third Amendment dated as of April 15, 2023, and the Fourth Amendment dated as of September 12, 2024.
"Existing Revolving Facility" means the $190,000,000 revolving credit facility under the Existing Credit Agreement. The Existing Revolving Facility is undrawn as of the date hereof and shall be terminated upon the Closing Date.
"Existing Term Loan" means the $875,000,000 first lien term loan under the Existing Credit Agreement. The payoff amount of the Existing Term Loan is approximately $879,375,000, consisting of $875,000,000 of outstanding principal plus approximately $4,375,000 of accrued and unpaid interest through the anticipated Closing Date.
"FATCA" means Sections 1471 through 1474 of the Internal Revenue Code, as of the date of this Agreement (or 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, and any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code.
"Federal Funds Effective 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; provided that if such rate is not so published for any day that is a Business Day, the Federal Funds Effective Rate for such day shall be 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 the fee letter, dated as of February 18, 2025, between the Borrower and Crescent Harbor Bank, N.A., as the same may have been amended, supplemented, or otherwise modified from time to time.
"First Lien Net Leverage Ratio" means, as of any date of determination, the ratio of (a) (i) first lien secured Indebtedness of the Borrower and its Restricted Subsidiaries as of such date, minus (ii) unrestricted Cash and Cash Equivalents of the Borrower and its Restricted Subsidiaries as of such date (not to exceed $100,000,000 for purposes of this calculation) to (b) Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the most recently ended period of four (4) consecutive fiscal quarters for which internal financial statements are available, in each case calculated on a Pro Forma Basis.
"Free-and-Clear Basket" means, as of any date of determination, an aggregate amount equal to the greater of (x) $280,000,000 and (y) one hundred percent (100%) of LTM Adjusted EBITDA as of such date. As of December 31, 2024, the Free-and-Clear Basket is approximately $385,000,000.
"GAAP" means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the United States accounting profession), which are in effect from time to time.
"Governmental Authority" means the government of the United States or any other nation, or any political subdivision thereof, whether state, local, or foreign, and any agency, authority, instrumentality, regulatory body, court, central bank, or other entity exercising executive, legislative, judicial, taxing, regulatory, or administrative powers or functions of or pertaining to government, including the Securities and Exchange Commission ("SEC"), the United States Department of Justice ("DOJ"), the Federal Trade Commission ("FTC"), the Internal Revenue Service ("IRS"), the Office of Foreign Assets Control of the United States Department of the Treasury ("OFAC"), and any state Secretary of State.
"Guarantee Agreement" means the Guarantee Agreement, dated as of the Closing Date, among the Guarantors party thereto and the Collateral Agent, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Guarantors" means, collectively, (a) the Holdings Guarantor (Granite Peak NIH Holdings, LLC) and (b) each Subsidiary Guarantor.
"Holdings" means Granite Peak NIH Holdings, LLC, a Delaware limited liability company (EIN: 85-3291047; Delaware File Number: 7234891), whose registered address is c/o Penmark Industries, 1209 Orange Street, Wilmington, Delaware 19801.
"Incremental Facility" has the meaning assigned thereto 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 of any Loan Party under any Loan Document, and (b) to the extent not otherwise described in clause (a), Other Taxes.
"intellectual Property" means all patents, patent applications, trademarks, trademark applications, trade names, copyrights, copyright applications, trade secrets, know-how, proprietary technology, and all other intellectual property rights.
"Intercreditor Agreement" means the First Lien/Unsecured Intercreditor Agreement, dated as of the Closing Date, among Crescent Harbor Bank, N.A., as First Lien Collateral Agent, Pinnacle Trust Company, as 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 SOFR Loan, each period commencing on the date such SOFR Loan is made or converted from an ABR Loan or continued as a SOFR Loan and ending on the numerically corresponding day in the calendar month that is one (1) or three (3) months thereafter, as selected by the Borrower pursuant to Section 2.02; provided that (a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day, (b) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period, and (c) no Interest Period shall extend beyond the Maturity Date.
"Internal Revenue Code" means the Internal Revenue Code of 1986, as amended.
"Investment" means, with respect to any Person, (a) any direct or indirect acquisition or investment by such Person, whether by means of (i) the purchase or other acquisition of Equity Interests or debt or other securities of another Person, (ii) a loan, advance, or capital contribution to, guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, or (iii) an Acquisition, or (b) any direct or indirect acquisition by such Person (in one transaction or a series of transactions) of all or substantially all of the assets of another Person or of any division, department, or product line of another Person. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment, less any return on investment to the extent it represents a return of principal.
"Lenders" means, collectively, the financial institutions and other Persons from time to time party to this Agreement as lenders, and their respective successors and permitted assigns.
"Loan Documents" means this Agreement, the Security Agreement, the Guarantee Agreement, each Pledge Agreement (including the Holdings Pledge Agreement, the Borrower Pledge Agreement, each Subsidiary Pledge Agreement, and the CFC Holdco Limited Pledge Agreement), the IP Security Agreement, the Intercreditor Agreement, each Mortgage, and all other documents, instruments, and agreements delivered in connection herewith or therewith, in each case as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Loan Parties" means the Borrower, Holdings, and each Subsidiary Guarantor.
"LoanX ID" means the Loan Syndications and Trading Association Loan Identification Number anticipated to be assigned to the Term Loan B: LX-234567.
"Material Adverse Effect" means (a) a material adverse change in, or a material adverse effect upon, the business, assets, liabilities (actual or contingent), financial condition, or results of operations of the Borrower and its Restricted Subsidiaries, taken as a whole, (b) a material impairment of the ability of any Loan Party to perform its obligations under any Loan Document to which it is a party, or (c) a material impairment of the rights of or benefits available to the Administrative Agent, the Collateral Agent, or the Lenders under any Loan Document.
"Material Real Property" means any owned real property of any Loan Party with a fair market value in excess of $10,000,000.
"Maturity Date" means March 28, 2032 (the seventh (7th) anniversary of the Closing Date); provided that if such date is not a Business Day, the Maturity Date shall be the immediately preceding Business Day.
"MFN Protection" or "Most Favored Nation" has the meaning assigned thereto in Section 2.14.
"Mortgaged Properties" means the four (4) Material Real Properties described on Schedule 3.05 hereto: (1) 1400 Industrial Parkway, Schaumburg, Illinois 60173 (appraised value: $85,000,000); (2) 2750 Commerce Drive, Rockford, Illinois 61101 (appraised value: $42,000,000); (3) 600 Manufacturers Row, Greenville, South Carolina 29607 (appraised value: $38,000,000); and (4) 9100 Westpark Industrial Boulevard, Houston, Texas 77063 (appraised value: $28,000,000). The total appraised real property collateral value is $193,000,000.
"Mortgages" means the mortgage deeds, deeds of trust, or other mortgage instruments executed and delivered by the applicable Loan Parties in favor of the Collateral Agent with respect to each Mortgaged Property, in each case in form and substance reasonably satisfactory to the Collateral Agent.
"Net Cash Proceeds" means (a) with respect to any Asset Sale or other disposition outside the ordinary course of business, the cash and Cash Equivalents received by the Borrower or any Restricted Subsidiary (including any cash or Cash Equivalents received upon the sale or other disposition of any non-cash consideration received in connection with any such Asset Sale), minus (i) reasonable and customary costs and expenses incurred in connection therewith (including legal fees, title and recording expenses, transfer taxes, brokerage commissions, and similar fees), (ii) taxes paid or estimated to be payable in connection therewith, (iii) amounts required to be applied to the repayment of Indebtedness secured by a Lien on such asset (other than under this Agreement), and (iv) amounts reserved for post-closing adjustments; (b) with respect to the issuance or incurrence of any Indebtedness, the cash received by the Borrower or any Restricted Subsidiary from such issuance or incurrence, minus (i) all fees, commissions, costs, and other expenses incurred in connection therewith, and (ii) taxes paid or estimated to be payable in connection therewith; and (c) with respect to any insurance or condemnation event, the cash received by the Borrower or any Restricted Subsidiary (net of any reasonable collection costs and all amounts required to be applied to the repayment of any Indebtedness secured by a Lien on such asset).
"Obligations" means (a) all amounts owing by the Borrower or any other Loan Party to the Administrative Agent, the Collateral Agent, or any Lender pursuant to or in connection with this Agreement, any other Loan Document, or otherwise with respect to any Term Loan, including principal, interest, fees, expenses, indemnification amounts, and other amounts, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and (b) all Banking Services Obligations and Hedge Obligations of the Borrower or any Loan Party owing to any Lender or any Affiliate of a Lender.
"OID" means the original issue discount of fifty (50) basis points (0.50%), reflecting an issue price of 99.50% of par, resulting in aggregate OID of $7,000,000 on the $1,400,000,000 Term Loan B.
"Permitted Indebtedness" has the meaning assigned thereto in Section 6.01.
"Permitted Investments" has the meaning assigned thereto in Section 6.04.
"Permitted Liens" has the meaning assigned thereto in Section 6.02.
"Permitted Refinancing Indebtedness" means any Indebtedness issued or incurred in exchange for, or the proceeds of which are used to extend, refinance, renew, replace, defease, or refund, in whole or in part, any other Indebtedness ("Refinanced Indebtedness"); provided that (a) the principal amount of such Permitted Refinancing Indebtedness does not exceed the principal amount of the Refinanced Indebtedness so extended, refinanced, renewed, replaced, defeased, or refunded (plus unpaid accrued interest, fees, and premiums thereon (including tender premiums) and underwriting discounts, defeasance costs, fees, commissions, and expenses), (b) such Permitted Refinancing Indebtedness has a final maturity date equal to or later than the final maturity date of, and has a weighted average life to maturity equal to or greater than the weighted average life to maturity of, the Refinanced Indebtedness being extended, refinanced, renewed, replaced, defeased, or refunded, (c) if the Refinanced Indebtedness is subordinated in right of payment to the Obligations, such Permitted Refinancing Indebtedness shall be subordinated to the Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Refinanced Indebtedness, and (d) no Restricted Subsidiary that is not a Loan Party is an obligor with respect to such Permitted Refinancing Indebtedness unless such Restricted Subsidiary was an obligor with respect to the Refinanced Indebtedness.
"Person" means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority, or other entity.
"Prime Rate" means, at any time, the rate of interest per annum publicly announced from time to time by Crescent Harbor Bank, N.A. 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.
"Pro Forma Basis" means, in respect of any calculation or determination, that such calculation or determination is made giving effect (a) to the Transactions and (b) to any acquisition, disposition, merger, consolidation, or other event that requires such pro forma calculation, in each case on a pro forma basis in accordance with Regulation S-X promulgated under the Securities Act of 1933, as amended, mutatis mutandis.
"Register" has the meaning assigned thereto in Section 2.11.
"Required Lenders" means, at any time, Lenders having Term Loans representing more than fifty percent (50%) of the aggregate outstanding principal amount of all Term Loans at such time.
"Restricted Payment" means any dividend, distribution, or other payment (whether in cash, securities, or other property) with respect to any Equity Interests in the Borrower or any Restricted Subsidiary, or any payment (whether in cash, securities, or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, defeasance, cancellation, or termination of any such Equity Interests, or any payment on account of, or the setting apart of assets for a sinking or other analogous fund for, the purchase, redemption, retirement, or other acquisition of any Equity Interests, or on account of any return of capital to any holder of Equity Interests, or any prepayment, redemption, purchase, defeasance, or other satisfaction prior to the scheduled maturity thereof of any subordinated or junior lien Indebtedness.
"Restricted Subsidiary" means any Subsidiary of the Borrower that is not an Unrestricted Subsidiary.
"Sanctions" means any economic or trade sanctions administered or enforced by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, or Her Majesty's Treasury of the United Kingdom, or any other relevant sanctions authority.
"Sanctioned Country" means, at any time, a country or territory that is itself the subject of or target of comprehensive Sanctions (as of the date of this Agreement, Cuba, Iran, North Korea, Syria, and the Crimea, so-called Donetsk People's Republic, and so-called Luhansk People's Republic regions of Ukraine).
"Sanctioned Person" means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC (including the Specially Designated Nationals and blocked Persons List) or the U.S. Department of State, the United Nations Security Council, the European Union, or Her Majesty's Treasury of the United Kingdom, (b) any Person operating, organized, or resident in a Sanctioned Country, or (c) any Person directly or indirectly owned fifty percent (50%) or more by any such Person or Persons described in clause (a) or (b).
"Secured Parties" means the Administrative Agent, the Collateral Agent, the Lenders, and each other holder of Obligations.
"Security Agreement" means the Security Agreement, dated as of the Closing Date, among the Borrower, each Subsidiary Guarantor, and the Collateral Agent, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Security Documents" means the Security Agreement, each Pledge Agreement, the IP Security Agreement, each Mortgage, and each other agreement, document, or instrument creating or purporting to create a Lien on any Collateral in favor of the Collateral Agent for the benefit of the Secured Parties.
"Senior Unsecured Notes" means the $250,000,000 aggregate principal amount of 7.250% Senior Unsecured Notes due 2028, issued by the Borrower pursuant to the Indenture dated as of November 8, 2021, by and among the Borrower, the guarantors party thereto, and Pinnacle Trust Company, as trustee.
"Senior Unsecured Notes Indenture" means the Indenture, dated as of November 8, 2021, by and among the Borrower, the guarantors party thereto, and Pinnacle Trust Company, as trustee, governing the Senior Unsecured Notes, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"SOFR" means a rate equal to the secured overnight financing rate as administered by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).
"SOFR Credit Spread Adjustment" means ten (10) basis points (0.10%) per annum for any Interest Period having a tenor of one (1) month and fifteen (15) basis points (0.15%) per annum for any Interest Period having a tenor of three (3) months.
"SOFR Floor" means a rate of seventy-five (75) basis points (0.75%) per annum.
"Sponsor" means Granite Peak Capital Partners, LP, a Delaware limited partnership (address: 600 Steamboat Road, Suite 300, Greenwich, Connecticut 06830), and its affiliates, including Granite Peak Capital Fund IV, LP and GP Fund IV Co-Invest, LP.
"Subsidiary" means, with respect to any Person (the "parent"), any corporation, partnership, joint venture, limited liability company, association, or other entity (a) the accounts of which would be consolidated with those of the parent in the parent's consolidated financial statements if such financial statements were prepared in accordance with GAAP, or (b) of which securities or other ownership interests representing more than fifty percent (50%) of the equity or more than fifty percent (50%) of the ordinary voting power or, in the case of a partnership, more than fifty percent (50%) of the general partnership interests, are, as of such date, owned, controlled, or held.
"Subsidiary Guarantors" means, collectively, (a) each of the following domestic subsidiaries of the Borrower: 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 and 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), and (b) each other Person that becomes a Subsidiary Guarantor after the Closing Date pursuant to Section 5.10.
"Taxes" means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees, or other charges imposed by any Governmental Authority, including any interest, additions to tax, or penalties applicable thereto.
"Term Loan" and "Term Loans" means the senior secured Term Loan B in an aggregate principal amount of $1,400,000,000, made by the Lenders to the Borrower pursuant to Section 2.01.
"Term Loan Commitment" means, with respect to each Lender, the commitment of such Lender to make a Term Loan to the Borrower on the Closing Date in the amount set forth opposite such Lender's name on Schedule 2.01, or in the Assignment and Assumption pursuant to which such Lender assumed its Term Loan Commitment. The aggregate amount of the Term Loan Commitments on the date hereof is $1,400,000,000.
"Term SOFR" means, with respect to any Interest Period, the Term SOFR Reference Rate for a tenor comparable to such Interest Period on the day that is two (2) Business Days prior to the first day of such Interest Period, as such rate is published by the CME Group Benchmark Administration Limited (or a successor administrator).
"Total Net Leverage Ratio" means, as of any date of determination, the ratio of (a) (i) total funded Indebtedness of the Borrower and its Restricted Subsidiaries as of such date, minus (ii) unrestricted Cash and Cash Equivalents of the Borrower and its Restricted Subsidiaries as of such date (not to exceed $100,000,000 for purposes of this calculation) to (b) Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the most recently ended period of four (4) consecutive fiscal quarters for which internal financial statements are available, in each case calculated on a Pro Forma Basis.
"Transactions" means, collectively, (a) the entering into of this Agreement and the other Loan Documents, (b) the borrowing of the Term Loans hereunder, (c) the refinancing in full of the Existing Term Loan and the termination of the Existing Revolving Facility under the Existing Credit Agreement, (d) the Dividend Recapitalization (including the distribution of approximately $335,000,000 to Holdings), and (e) the payment of all fees, 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 perfection or the effect of perfection or non-perfection or the priority of a Lien on any Collateral is governed by the Uniform Commercial Code of 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 for purposes of the provisions hereof or any Loan Document relating to such perfection, effect of perfection or non-perfection, or priority.
"Unrestricted Subsidiary" has the meaning assigned thereto in Section 5.11.
"USA PATRIOT Act" means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. 107-56, as amended, signed into law October 26, 2001).
Section 1.02 — Other Interpretive Provisions
With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:
(a) The 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. The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." The word "will" shall be construed to have the same meaning and effect as the word "shall." Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument, or other document shall be construed as referring to such agreement, instrument, or other document as from time to time amended, restated, supplemented, or otherwise modified (subject to any restrictions on such amendments, restatements, supplements, or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person's successors and assigns, (iii) the words "herein," "hereof," and "hereunder," and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits, and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing, or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified, or supplemented from time to time, and (vi) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts, and contract rights.
(b) In the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including," the word "to" means "to but excluding," and the word "through" means "through and including."
(c) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.
Section 1.03 — Accounting Terms
All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, subject to Section 1.04. All financial statements delivered pursuant to Section 5.01 shall be prepared in accordance with GAAP as in effect at the time of such preparation, applied on a basis consistent with the most recent audited financial statements of the Borrower delivered to the Administrative Agent. The fiscal year of the Borrower ends on December 31 of each year.
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) expressed to the number of decimal places to which such ratio is expressed. All pro forma compliance calculations required hereunder shall be rounded to the nearest hundredth (i.e., 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 (daylight or standard, as applicable).
Section 1.06 — Letter of Credit Amounts
Not applicable. No letter of credit sub-facility is being established under this Term Loan B Agreement.
Section 1.07 — SOFR Provisions
(a) Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a) of the definition of "Benchmark Replacement" for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (Eastern Time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (b) of the definition of "Benchmark Replacement" for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (Eastern Time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.
(b) Conforming Changes. In connection with the use, administration of, or any convention applicable to Term SOFR or any Benchmark Replacement, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.
(c) Benchmark Unavailability Period. Upon the Borrower's receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending request for a SOFR Borrowing of, conversion to, or continuation of SOFR Loans to be made, converted, or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of ABR based upon Term SOFR will not be used in any determination of the Alternate Base Rate.
(d) Early Opt-In Election. If the Administrative Agent determines that the then-current Benchmark should be replaced by a Benchmark Replacement before the occurrence of a Benchmark Transition Event, the Administrative Agent may, at its election, effect such replacement in consultation with the Borrower, subject to notification of, and (absent objection from) the Required Lenders.
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 agrees to make a single 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 (each such term loan, a "Term Loan"). The aggregate amount of all Term Loan Commitments as of the date hereof is One Billion Four Hundred Million Dollars ($1,400,000,000).
(b) The Term Loans are not revolving in nature. Amounts repaid or prepaid in respect of the Term Loans may not be reborrowed. The Term Loan Commitment of each Lender shall be permanently reduced to zero upon the funding of the Term Loans on the Closing Date.
(c) The Term Loan Commitments of the Lenders as of the date hereof are set forth on Schedule 2.01 hereto.
Section 2.02 — Borrowings, Conversions, and Continuations of Term Loans
(a) Closing Date Borrowing. The Term Loans shall be made on the Closing Date in a single borrowing. The Borrower shall deliver to the Administrative Agent a Borrowing Request substantially in the form of Exhibit A not later than 12:00 noon (Eastern Time) three (3) Business Days prior to the Closing Date (or such shorter period as may be acceptable to the Administrative Agent) specifying (i) the Closing Date as the date of such borrowing, (ii) the aggregate principal amount of the Term Loans to be borrowed ($1,400,000,000), and (iii) the initial Type of Term Loans and, if applicable, the initial Interest Period.
(b) Conversions and Continuations. Subject to Section 2.15, the Borrower may elect from time to time to convert SOFR Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election not later than 12:00 noon (Eastern Time) on the Business Day of such conversion. The Borrower may elect from time to time to convert ABR Loans to SOFR Loans or to continue SOFR Loans as SOFR Loans for an additional Interest Period by giving the Administrative Agent prior irrevocable notice of such election not later than 12:00 noon (Eastern Time) three (3) Business Days prior to the first day of the requested Interest Period, specifying the applicable Interest Period. Each such conversion or continuation shall be in a minimum aggregate principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or the entire remaining outstanding principal amount of the applicable Term Loans if less than $5,000,000).
(c) Interest Periods. Interest Periods for SOFR Loans shall be periods of one (1) or three (3) months. The SOFR Credit Spread Adjustment applicable to each Interest Period shall be ten (10) basis points (0.10%) for Interest Periods of one (1) month and fifteen (15) basis points (0.15%) for Interest Periods of three (3) months. If the Borrower fails to give a timely notice requesting a continuation, such SOFR Loans shall be automatically converted to ABR Loans on the last day of the then-current Interest Period.
Section 2.03 — [Reserved]
Section 2.04 — [Reserved]
Section 2.05 — Prepayments
(a) Voluntary Prepayments
(i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loans in whole or in part without premium or penalty; provided, however, that:
(A) Soft Call Premium. If, within the first six (6) months after the Closing Date, the Borrower prepays, refinances, reprices, or otherwise replaces all or any portion of the Term Loans in connection with a Repricing Transaction (as defined below), such prepayment, refinancing, repricing, or replacement shall be accompanied by a prepayment premium equal to one percent (1.00%) of the aggregate principal amount of the Term Loans so prepaid, refinanced, repriced, or replaced. A "Repricing Transaction" means (x) any prepayment or repayment of the Term Loans with the proceeds of any new or replacement tranche of first lien term loans that is broadly syndicated in the institutional term loan market and bearing interest at a lower all-in yield than the Term Loans, or (y) any amendment or modification of this Agreement the primary purpose of which is to reduce the all-in yield applicable to the Term Loans. A Repricing Transaction shall not include any prepayment made in connection with (I) a Change of Control, (II) a transformative acquisition, or (III) a refinancing of all credit facilities of the Borrower.
(B) Minimum Amounts. Each voluntary prepayment of Term Loans shall be in an aggregate principal amount of not less than $5,000,000 and in integral multiples of $1,000,000 in excess thereof (or the entire remaining outstanding principal amount of the Term Loans).
(C) Notice. The Borrower shall give the Administrative Agent irrevocable notice (which notice may be conditioned upon the occurrence or non-occurrence of any event specified therein, including the closing of other financing transactions) of any voluntary prepayment not later than (I) 12:00 noon (Eastern Time) three (3) Business Days prior to the date of prepayment, in the case of SOFR Loans, and (II) 12:00 noon (Eastern Time) one (1) Business Day prior to the date of prepayment, in the case of ABR Loans.
(D) SOFR Breakage. Any voluntary prepayment of SOFR Loans on a date other than the last day of an applicable Interest Period shall be subject to the breakage indemnification provisions of Section 2.17.
(ii) Each voluntary prepayment shall be applied to the outstanding Term Loans on a pro rata basis among the Lenders in accordance with their respective outstanding Term Loan amounts.
(b) Mandatory Prepayments
(i) Excess Cash Flow. Commencing with the fiscal year ending December 31, 2025, and for each fiscal year thereafter, the Borrower shall prepay the Term Loans in an aggregate principal amount equal to the applicable Excess Cash Flow Percentage of Excess Cash Flow for such fiscal year:
(A) fifty percent (50%) of Excess Cash Flow for such fiscal year, if the First Lien Net Leverage Ratio as of the last day of such fiscal year (after giving pro forma effect to such prepayment) is greater than 4.25 to 1.00;
(B) twenty-five percent (25%) of Excess Cash Flow for such fiscal year, if the First Lien Net Leverage Ratio as of the last day of such fiscal year (after giving pro forma effect to such prepayment) is less than or equal to 4.25 to 1.00 but greater than 3.50 to 1.00; and
(C) zero percent (0%) of Excess Cash Flow for such fiscal year, if the First Lien Net Leverage Ratio as of the last day of such fiscal year (after gi

DRAFT — MARCH 5, 2025 — PRIVILEGED AND CONFIDENTIAL

CREDIT AGREEMENT

THE GUARANTORS PARTY HERETO,

THE LENDERS FROM TIME TO TIME PARTY HERETO

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