INTERCREDITOR AGREEMENT
Dated as of [●], 2025
Among
CRESCENT HARBOR BANK, N.A., as First Lien Collateral Agent,
PINNACLE TRUST COMPANY, as Unsecured Notes Trustee,
and
NEXFORD INDUSTRIAL HOLDINGS INC., as Borrower
Prepared by: Whitfield & Gage LLP 51 West 52nd Street New York, New York 10019
Attention: Margaret Ashby
TABLE OF CONTENTS
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This INTERCREDITOR AGREEMENT (this "Agreement"), dated as of [●], 2025, is entered into among CRESCENT HARBOR BANK, N.A., a national banking association, in its capacity as collateral agent (in such capacity, the "First Lien Collateral Agent"), PINNACLE TRUST COMPANY, a New York trust company, in its capacity as trustee (in such capacity, the "Unsecured Notes Trustee"), and NEXFORD INDUSTRIAL HOLDINGS INC., a Delaware corporation (the "Borrower").
RECITALS
A. Reference is made to that certain Credit Agreement, dated as of [●], 2025 (as amended, restated, supplemented, or otherwise modified from time to time, the "First Lien Credit Agreement"), among Nexford Industrial Holdings Inc., a Delaware corporation (the "Borrower"), the Guarantors party thereto from time to time, Crescent Harbor Bank, N.A., a national banking association, as Administrative Agent and Collateral Agent (in such capacity, the "First Lien Collateral Agent"), Ironwood Capital Markets, LLC and Northvane Securities, Inc. as Joint Lead Arrangers and Joint Bookrunners, and the Lenders party thereto from time to time, pursuant to which the Lenders have agreed to extend to the Borrower a $1,400,000,000 senior secured Term Loan B facility (the "Term Loan B Facility"). The First Lien Credit Agreement is governed by the laws of the State of New York.
B. Reference is further made to that certain Indenture, dated as of November 8, 2021 (as amended, restated, supplemented, or otherwise modified from time to time, the "Unsecured Notes Indenture"), among Nexford Industrial Holdings Inc., as Issuer, the Guarantors party thereto from time to time, and Pinnacle Trust Company, a New York trust company, as Trustee (in such capacity, the "Unsecured Notes Trustee"), relating to $250,000,000 aggregate principal amount of 7.250% Senior Unsecured Notes due 2028 (the "Unsecured Notes"). Pinnacle Trust Company maintains its principal corporate trust office at 101 Park Avenue, New York, New York 10178.
C. The parties hereto desire to set forth their respective rights, priorities, and interests with respect to (i) the Collateral securing the First Lien Obligations, (ii) proceeds of enforcement actions with respect thereto, and (iii) certain other matters as more fully described herein. The Unsecured Notes are not secured by any Lien on any Collateral, and nothing in this Agreement shall be deemed to create or grant any such Lien in favor of the Unsecured Notes Trustee or any holder of the Unsecured Notes. This Agreement governs the relative rights of the First Lien Secured Parties and the Unsecured Notes Parties with respect to the Collateral and proceeds thereof. The Borrower is entering into this Agreement to acknowledge the provisions hereof and to consent to the agreements contained herein.
D. The First Lien Collateral Agent is entering into this Agreement pursuant to, and as authorized by, the First Lien Credit Agreement, on behalf of itself and each of the First Lien Secured Parties. The Unsecured Notes Trustee is entering into this Agreement pursuant to, and as authorized by, the Unsecured Notes Indenture, on behalf of itself and the holders of the Unsecured Notes. Each of the First Lien Collateral Agent and the Unsecured Notes Trustee has been duly authorized by its respective governing documents and the applicable agreements under which it acts to execute and deliver this Agreement and to perform its obligations hereunder.
NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I — DEFINITIONS AND INTERPRETATION
Section 1.01 — Definitions.
As used in this Agreement, the following terms shall have the meanings set forth below:
"Administrative Agent" means Crescent Harbor Bank, N.A., in its capacity as administrative agent under the First Lien Credit Agreement, and any successor administrative agent appointed in accordance with the terms thereof.
"Agreement" means this Intercreditor Agreement, as it may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof.
"Bankruptcy Code" means Title 11 of the United States Code (11 U.S.C. §§ 101 et seq.), as amended from time to time, and any successor statute thereto.
"Borrower" means Nexford Industrial Holdings Inc., a Delaware corporation (EIN 36-4178552), with its principal executive offices located at 1400 Industrial Parkway, Schaumburg, Illinois 60173, and its successors and assigns.
"Business Day" means any day other than a Saturday, Sunday, or other day on which commercial banks in New York City are authorized or required by law to remain closed.
"Collateral" means all assets and property of the Borrower and the Guarantors that are subject to a Lien pursuant to the First Lien Security Documents, whether now owned or hereafter acquired, including, without limitation: (a) equity interests in direct domestic subsidiaries of the Borrower and the Guarantors (representing 100% of the issued and outstanding equity interests therein); (b) equity interests in first-tier foreign subsidiaries of the Borrower and the Guarantors (representing 65% of the voting equity interests and 100% of the non-voting equity interests therein); (c) all accounts receivable; (d) all inventory; (e) all equipment; (f) all intellectual property (including patents, trademarks, copyrights, and trade secrets); (g) all deposit accounts; (h) all securities accounts; (i) all general intangibles; (j) all owned real property with a fair market value in excess of $10,000,000 (collectively, the "Mortgaged Properties"); (k) all material intercompany notes; and (l) all proceeds and products of any and all of the foregoing. The term "Collateral" shall not include any Excluded Assets (as defined in the First Lien Credit Agreement).
"DIP Financing" means any debtor-in-possession financing or post-petition credit facility incurred by the Borrower or any Guarantor in connection with any Insolvency Proceeding.
"Excluded Assets" has the meaning assigned to such term in the First Lien Credit Agreement.
"First Lien Collateral Agent" means Crescent Harbor Bank, N.A., a national banking association, in its capacity as collateral agent under the First Lien Credit Agreement, with its principal office at 320 Federal Street, Boston, Massachusetts 02110, and any successor collateral agent appointed in accordance with the terms of the First Lien Credit Agreement.
"First Lien Credit Agreement" has the meaning set forth in Recital A.
"First Lien Loan Documents" means the First Lien Credit Agreement, the First Lien Security Documents, and all other agreements, instruments, documents, and certificates executed and delivered in connection therewith, in each case as amended, restated, supplemented, or otherwise modified from time to time.
"First Lien Obligations" means all obligations, liabilities, and indebtedness of every nature of the Loan Parties from time to time owed to the First Lien Secured Parties under or in connection with the First Lien Credit Agreement and the other First Lien Loan Documents, including, without limitation, (a) all principal of the $1,400,000,000 Term Loan B, (b) all interest thereon (including interest accruing at the then-applicable rate during the pendency of any Insolvency Proceeding, whether or not a claim for post-petition interest is allowed in such proceeding), (c) all fees payable thereunder (including arrangement fees, commitment fees, administrative agent fees, and collateral agent fees), (d) all expenses and reimbursement obligations payable thereunder (including reasonable attorneys' fees and disbursements and costs of enforcement), (e) all indemnification obligations, and (f) all other amounts payable by the Loan Parties under or in connection with the First Lien Loan Documents.
"First Lien Secured Parties" means, collectively, the First Lien Collateral Agent, the Administrative Agent, and each Lender from time to time party to the First Lien Credit Agreement, and their respective successors and assigns.
"First Lien Security Documents" means, collectively, (a) the Security Agreement (Personal Property), (b) the Guarantee Agreement, (c) the Pledge Agreements (including the Holdings Pledge Agreement, the Borrower Pledge Agreement, the Subsidiary Pledge Agreements, and the CFC Holdco Limited Pledge Agreement), (d) the intellectual Property Security Agreement, (e) the Deposit Account Control Agreements, (f) the Securities Account Control Agreements, (g) the Mortgages, (h) each UCC-1 Financing Statement filed in connection with the foregoing, and (i) all other documents, agreements, and instruments granting Liens on any Collateral in favor of the First Lien Collateral Agent for the benefit of the First Lien Secured Parties, in each case as amended, restated, supplemented, or otherwise modified from time to time. A list of the First Lien Security Documents in existence as of the date hereof is set forth on Schedule 1 hereto.
"Guarantors" means, collectively, (a) Granite Peak NIH Holdings, LLC, a Delaware limited liability company (the "Holdings Guarantor"), and (b) each existing and future direct and indirect domestic restricted subsidiary of the Borrower that is required to be a Guarantor under the First Lien Credit Agreement (each, a "Subsidiary Guarantor" and, collectively, the "Subsidiary Guarantors"). As of the date hereof, the Subsidiary Guarantors consist of the following entities: Nexford Precision Components, Inc.; Nexford Engineered Systems, LLC; Nexford Coatings & Surface Technologies, Inc.; Nexford Manufacturing Services, LLC; Nexford Properties, LLC; Nexford International Holdings, Inc.; Clearfield Tool & Die, Inc.; Summit Industrial Fabrication Co.; Ridgepoint Specialty Coatings, LLC; and Lakeshore Precision Engineering, Inc.
"Holdings" means Granite Peak NIH Holdings, LLC, a Delaware limited liability company (DE File Number 7234891), with its registered office at c/o Penmark Industries, 1209 Orange Street, Wilmington, Delaware 19801.
"Insolvency Proceeding" means any proceeding commenced by or against any Loan Party under the Bankruptcy Code or any similar federal, state, or foreign law for the relief of debtors, including any proceeding for liquidation, reorganization, arrangement, adjustment of debts, dissolution, or winding up, and any assignment for the benefit of creditors or any similar proceeding.
"Lender" or "Lenders" has the meaning assigned to such term in the First Lien Credit Agreement.
"Lien" means any mortgage, pledge, hypothecation, security interest, encumbrance, lien (statutory or otherwise), charge, or preferential arrangement of any kind or nature whatsoever, including any conditional sale or other title retention agreement, any easement, right of way, or encroachment, and any agreement to grant any of the foregoing.
"Loan Parties" means, collectively, the Borrower and the Guarantors.
"Mortgaged Properties" means the four owned real properties with a fair market value in excess of $10,000,000 that are or will be subject to Mortgages in favor of the First Lien Collateral Agent, consisting of: (1) 1400 Industrial Parkway, Schaumburg, Illinois 60173 (appraised value: $85,000,000; Mortgage to be recorded in Cook County, Illinois); (2) 2750 Commerce Drive, Rockford, Illinois 61101 (appraised value: $42,000,000; Mortgage to be recorded in Winnebago County, Illinois); (3) 600 Manufacturers Row, Greenville, South Carolina 29607 (appraised value: $38,000,000; Mortgage to be recorded in Greenville County, South Carolina); and (4) 9100 Westpark Industrial Boulevard, Houston, Texas 77063 (appraised value: $28,000,000; Mortgage to be recorded in Harris County, Texas). The aggregate appraised value of the Mortgaged Properties is $193,000,000.
"Permitted Liens" has the meaning assigned to such term in the First Lien Credit Agreement.
"Person" means any individual, corporation, limited liability company, partnership, joint venture, association, trust, unincorporated organization, governmental authority, or other entity.
"Required Lenders" has the meaning assigned to such term in the First Lien Credit Agreement.
"Secured Obligations" means the First Lien Obligations. For the avoidance of doubt, the Unsecured Notes Obligations are unsecured obligations of the Loan Parties, and references to "Secured Obligations" herein pertain exclusively to the First Lien Obligations.
"SOFR" has the meaning assigned to such term in the First Lien Credit Agreement.
"UCC" means the Uniform Commercial Code as in effect from time to time in the State of New York; provided that if, by reason of mandatory provisions of law, the validity, perfection, priority, or enforcement of any security interest granted by any Loan Party is governed by the Uniform Commercial Code of a jurisdiction other than the State of New York, then "UCC" shall mean the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such validity, perfection, priority, or enforcement.
"Unsecured Notes" means the $250,000,000 aggregate principal amount of 7.250% Senior Unsecured Notes due 2028 issued pursuant to the Unsecured Notes Indenture.
"Unsecured Notes Documents" means the Unsecured Notes Indenture, the Unsecured Notes, and all other documents, agreements, and instruments executed and delivered in connection therewith, in each case as amended, restated, supplemented, or otherwise modified from time to time. A list of the Unsecured Notes Documents in existence as of the date hereof is set forth on Schedule 2 hereto.
"Unsecured Notes Indenture" has the meaning set forth in Recital B.
"Unsecured Notes Obligations" means all obligations, liabilities, and indebtedness of every nature of the Loan Parties from time to time owed to the Unsecured Notes Trustee or the holders of the Unsecured Notes under or in connection with the Unsecured Notes Indenture and the Unsecured Notes, including, without limitation, all principal, premium (if any), interest (including any post-petition interest to the extent allowable), fees, expenses, indemnification obligations, and other amounts payable thereunder.
"Unsecured Notes Parties" means, collectively, the Unsecured Notes Trustee and each holder from time to time of the Unsecured Notes.
"Unsecured Notes Trustee" means Pinnacle Trust Company, a New York trust company, in its capacity as trustee under the Unsecured Notes Indenture, with its principal corporate trust office at 101 Park Avenue, New York, New York 10178, and any successor trustee appointed in accordance with the terms of the Unsecured Notes Indenture.
Section 1.02 — Rules of Interpretation.
(a) Unless otherwise defined herein, terms defined in the UCC (including terms defined in Article 9 thereof) are used herein as therein defined.
(b) References herein to the First Lien Credit Agreement and the Unsecured Notes Indenture shall be deemed to include all amendments, restatements, amendments and restatements, supplements, extensions, renewals, replacements, refinancings, and other modifications thereof, in each case from time to time, to the extent not prohibited by this Agreement.
(c) References to any Article, Section, Schedule, or Exhibit are to such Article, Section, Schedule, or Exhibit of or to this Agreement, unless the context otherwise requires.
(d) The headings and captions of the Articles, Sections, and other subdivisions of this Agreement are for convenience of reference only, are not to be considered a part hereof, and shall not limit or otherwise affect any of the terms hereof.
(e) The word "including" (and variations thereof, such as "include" and "includes") shall mean "including without limitation."
(f) Unless the context otherwise requires, (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), (ii) any reference to any Person shall be construed to include such Person's successors and permitted assigns, (iii) the words "herein," "hereof," and "hereunder," and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, and (iv) all references to "dollars" or "$" shall mean the lawful currency of the United States of America.
(g) 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.
Section 1.03 — UCC Terms.
All terms used herein that are defined in Article 9 of the Uniform Commercial Code as in effect from time to time in the State of New York and not otherwise defined herein shall have the respective meanings given to such terms in Article 9 of such Uniform Commercial Code.
ARTICLE II — PRIORITY OF LIENS AND CLAIMS
Section 2.01 — Relative Priority of Liens.
(a) The parties hereto acknowledge and agree that the Unsecured Notes are not secured by any Lien on or security interest in any Collateral. The holders of the Unsecured Notes have no Lien on, security interest in, or other right or interest in or to any Collateral, and nothing in this Agreement or any other agreement or document shall be construed to grant any such Lien, security interest, or other right or interest to the Unsecured Notes Trustee or any holder of the Unsecured Notes.
(b) To the extent the Unsecured Notes Trustee or any holder of the Unsecured Notes hereafter obtains, whether by contract, judicial process, operation of law, or otherwise, any Lien on any Collateral, such Lien shall, notwithstanding any provision of the UCC or any other applicable law or any agreement or document to the contrary, at all times be subordinate and junior in all respects to the Liens on such Collateral securing the First Lien Obligations. The subordination of any such Lien provided for in this Section 2.01(b) shall be effective and enforceable regardless of (i) the time, manner, or order of grant, attachment, or perfection of any Lien granted on any Collateral in favor of the First Lien Collateral Agent or any First Lien Secured Party, on the one hand, or in favor of the Unsecured Notes Trustee or any holder of the Unsecured Notes, on the other hand, (ii) any deficiency or defect in the creation, granting, attachment, or perfection of any Lien on any Collateral in favor of the First Lien Collateral Agent, (iii) any failure to file any financing statement (or similar document or instrument) or to otherwise perfect any Lien on any Collateral in favor of the First Lien Collateral Agent, or (iv) any provision of the UCC, the Bankruptcy Code, or any other applicable federal or state law.
(c) The priority of the First Lien Collateral Agent's Liens on the Collateral is absolute and unconditional and shall not be impaired, diminished, or otherwise affected by any action or inaction on the part of the First Lien Collateral Agent or any First Lien Secured Party.
Section 2.02 — Prohibition on Contesting Liens.
(a) The Unsecured Notes Trustee, on behalf of itself and the Unsecured Notes Parties, hereby agrees that it shall not (and hereby waives any right to) contest, challenge, or raise any objection to the validity, perfection, priority, or enforceability of any Lien on any Collateral in favor of the First Lien Collateral Agent or any First Lien Secured Party, whether in any Insolvency Proceeding or otherwise. The Unsecured Notes Trustee further agrees that it shall not support, assist, join in, or encourage any other Person in contesting, challenging, or raising any objection to any such Lien.
(b) The First Lien Collateral Agent, on behalf of itself and the First Lien Secured Parties, hereby agrees that it shall not contest the validity or enforceability of the Unsecured Notes or the Unsecured Notes Indenture in their capacity as unsecured obligations of the Loan Parties. Nothing in this Section 2.02(b) shall prevent the First Lien Collateral Agent or any First Lien Secured Party from asserting the subordination provisions of this Agreement or from exercising any rights or remedies available hereunder.
Section 2.03 — No New Liens for Unsecured Notes.
(a) No Loan Party shall grant, create, incur, assume, or permit to exist any Lien on any Collateral to secure the Unsecured Notes Obligations or any portion thereof. The Unsecured Notes Trustee, on behalf of itself and the Unsecured Notes Parties, agrees that neither it nor any Unsecured Notes Party shall accept, acquire, or receive any Lien on any Collateral to secure any Unsecured Notes Obligations.
(b) If, notwithstanding the foregoing, any Lien on any Collateral is granted, created, or otherwise arises in favor of the Unsecured Notes Trustee or any holder of the Unsecured Notes in violation of this Section 2.03, such Lien shall be deemed to have been received and held in trust for the benefit of the First Lien Collateral Agent for the ratable benefit of the First Lien Secured Parties, and the Unsecured Notes Trustee or such holder shall promptly turn over and assign to the First Lien Collateral Agent all of its right, title, and interest in and to such Lien, without representation, warranty, or recourse of any kind, for application in accordance with Section 4.01 hereof.
Section 2.04 — Nature of Unsecured Notes Obligations.
Each party hereto acknowledges and agrees that the Unsecured Notes Obligations are unsecured obligations of the Loan Parties. Nothing in this Agreement shall be construed as granting or conveying, and nothing herein is intended to grant or convey, any Lien on any Collateral to the Unsecured Notes Trustee or any holder of the Unsecured Notes. The Unsecured Notes Trustee and each holder of the Unsecured Notes shall have only the rights of a general unsecured creditor of the Loan Parties with respect to the Unsecured Notes Obligations, subject to the terms and conditions set forth in this Agreement.
ARTICLE III — ENFORCEMENT ACTIONS
Section 3.01 — Exercise of Remedies.
(a) Only the First Lien Collateral Agent, acting at the direction of the Required Lenders under the First Lien Credit Agreement (or such other Persons as may be authorized to direct the First Lien Collateral Agent under the First Lien Credit Agreement), shall have the right to exercise remedies with respect to the Collateral. Such remedies include, without limitation, the right to foreclose upon, collect, sell, lease, assign, or otherwise dispose of the Collateral (or any portion thereof), to exercise control over deposit accounts and securities accounts constituting Collateral, to exercise rights under any control agreement, to conduct any sale of the Collateral under Article 9 of the UCC or under any other applicable law, and to take any and all other actions and exercise any and all other rights and remedies with respect to the Collateral that are available to the First Lien Collateral Agent under the First Lien Security Documents, the UCC, or any other applicable law.
(b) The Unsecured Notes Trustee and the Unsecured Notes Parties shall not, directly or indirectly, take any action to foreclose upon, collect, sell, lease, assign, or otherwise enforce against or realize upon any Collateral, or to exercise any right or remedy (whether arising under any agreement, applicable law, or otherwise) with respect to the Collateral, including, without limitation, by judicial action, self-help, notification of account debtors, setoff, recoupment, or otherwise. For the avoidance of doubt, this Section 3.01(b) shall not restrict the rights of the Unsecured Notes Trustee or any Unsecured Notes Party with respect to any assets of the Loan Parties that do not constitute Collateral.
Section 3.02 — Enforcement Standstill for Unsecured Notes Parties.
(a) The Unsecured Notes Trustee, on behalf of itself and the Unsecured Notes Parties, hereby agrees that it shall not commence, join in, support, or participate in any action or proceeding against any Loan Party to foreclose upon, levy against, attach, or otherwise enforce against any Collateral, or to exercise any right or remedy with respect to the Collateral, at any time while any of the First Lien Obligations remain outstanding (whether or not due and payable).
(b) Notwithstanding the foregoing, nothing in this Section 3.02 shall be deemed to prohibit or restrict the Unsecured Notes Trustee from:
(i) filing a proof of claim, statement of interest, or similar document in any Insolvency Proceeding or other judicial proceeding with respect to the Unsecured Notes Obligations;
(ii) taking any action reasonably necessary to preserve or protect its claim against the Loan Parties as an unsecured creditor (including the filing of any necessary or responsive pleading), provided that such action does not involve the enforcement of any right or remedy against the Collateral or constitute an attempt to exercise control over, foreclose upon, or otherwise realize upon any Collateral;
(iii) exercising any rights and remedies available to it as a general unsecured creditor of the Loan Parties that are not otherwise prohibited by or inconsistent with the terms of this Agreement; or
(iv) accelerating the Unsecured Notes Obligations in accordance with the terms of the Unsecured Notes Indenture upon the occurrence and during the continuance of an event of default thereunder, provided that no enforcement action with respect to the Collateral shall be taken in connection therewith.
Section 3.03 — No Interference.
The Unsecured Notes Trustee, on behalf of itself and the Unsecured Notes Parties, hereby agrees that it shall not take any action, and shall refrain from taking any action, that would in any manner interfere with, hinder, delay, impede, or otherwise adversely affect the exercise by the First Lien Collateral Agent of any right or remedy with respect to the Collateral. Without limiting the generality of the foregoing, the Unsecured Notes Trustee shall not object to, oppose, or seek to prevent, delay, or otherwise interfere with any foreclosure, disposition, collection, or other enforcement action taken by the First Lien Collateral Agent with respect to the Collateral, whether conducted through judicial proceedings, private sale, public sale, credit bid, deed in lieu of foreclosure, or otherwise.
Section 3.04 — Cooperation of the Borrower.
The Borrower hereby agrees to cooperate fully with the First Lien Collateral Agent in connection with any enforcement action with respect to the Collateral, and to use commercially reasonable efforts to facilitate the orderly exercise of remedies by the First Lien Collateral Agent. Such cooperation shall include, without limitation, providing access to the Collateral, making available relevant books and records, executing and delivering such documents and instruments as may be reasonably requested by the First Lien Collateral Agent, and taking such other actions as may be reasonably necessary to effectuate any disposition, foreclosure, or other enforcement action with respect to the Collateral.
ARTICLE IV — APPLICATION OF PROCEEDS
Section 4.01 — Proceeds Waterfall.
All proceeds received by the First Lien Collateral Agent or any First Lien Secured Party from the sale, collection, foreclosure, or other disposition of the Collateral (or any part thereof), or from the exercise of any enforcement action, right, or remedy with respect to the Collateral (collectively, "Collateral Proceeds"), shall be applied in the following order of priority:
First: To the payment of all costs, expenses, and fees (including the reasonable and documented fees and disbursements of counsel and other professionals) incurred by the First Lien Collateral Agent in connection with the enforcement, collection, realization, or disposition of the Collateral, or in connection with the exercise of any right or remedy hereunder or under the First Lien Security Documents, including, without limitation, all costs of foreclosure, sale, disposition, insurance, storage, maintenance, preservation, and protection of the Collateral;
Second: To the payment in full of the First Lien Obligations in the order of priority set forth in the First Lien Credit Agreement, including, without limitation: (a) all outstanding principal of the $1,400,000,000 Term Loan B; (b) all accrued and unpaid interest thereon at the applicable rate (currently SOFR plus 400 basis points, with a SOFR floor of 0.75%), including default interest at an additional 200 basis points per annum to the extent applicable; (c) all fees, including arrangement fees, commitment fees, administrative agent fees, and collateral agent fees; (d) all expenses, reimbursement obligations, and indemnification obligations; and (e) all other amounts owing to the First Lien Secured Parties under the First Lien Loan Documents, in each case until the First Lien Obligations have been indefeasibly paid in full in cash and all commitments under the First Lien Credit Agreement have been terminated;
Third: After the indefeasible payment in full in cash of all First Lien Obligations and the termination of all commitments thereunder, to the payment of the Unsecured Notes Obligations in the order of priority set forth in the Unsecured Notes Indenture, until the Unsecured Notes Obligations have been indefeasibly paid in full in cash; and
Fourth: Any remaining surplus shall be paid to the Borrower (or as otherwise directed by the Borrower or as required by applicable law, including pursuant to any order of a court of competent jurisdiction).
Section 4.02 — Turnover Provisions.
(a) If the Unsecured Notes Trustee or any Unsecured Notes Party receives any payment, distribution, or other recovery of any kind or character from the Collateral or proceeds of the Collateral (whether by direct payment, setoff, recoupment, counterclaim, or otherwise) in violation of this Agreement or in contravention of the waterfall set forth in Section 4.01 hereof, such payment, distribution, or recovery shall be received and held in trust by the Unsecured Notes Trustee or such Unsecured Notes Party for the benefit of the First Lien Collateral Agent and the First Lien Secured Parties, and shall be promptly (and in any event within five (5) Business Days of receipt) turned over to the First Lien Collateral Agent in the same form received (with any necessary endorsements, assignments, or instruments of transfer) for application in accordance with Section 4.01 hereof.
(b) The Unsecured Notes Trustee shall promptly deliver to the First Lien Collateral Agent any Collateral, proceeds of Collateral, or other property relating to the Collateral that comes into its possession or under its control, accompanied by such endorsements, assignments, and instruments of transfer as the First Lien Collateral Agent may reasonably request.
(c) Each of the Unsecured Notes Trustee and the Unsecured Notes Parties agrees that the First Lien Collateral Agent shall have the right to seek specific performance of the turnover obligations contained in this Section 4.02, in addition to any other remedies available at law or in equity.
Section 4.03 — Payments Permitted on Unsecured Notes.
Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall prohibit or restrict:
(a) regularly scheduled payments of principal and interest on the Unsecured Notes when due in accordance with the terms of the Unsecured Notes Indenture, so long as no default or event of default under the First Lien Credit Agreement has occurred and is continuing that has resulted in an acceleration of the First Lien Obligations or the delivery of a notice from the First Lien Collateral Agent directing that such payments be blocked in accordance with any applicable payment subordination provision in the Unsecured Notes Indenture;
(b) payments of fees, expenses, and indemnification obligations to the Unsecured Notes Trustee as and when due in accordance with the Unsecured Notes Indenture; or
(c) the application of any proceeds or other amounts that are not derived from the Collateral or proceeds of the Collateral to the payment of the Unsecured Notes Obligations.
ARTICLE V — INSOLVENCY PROCEEDINGS
Section 5.01 — Insolvency Proceeding Provisions.
In the event of any Insolvency Proceeding involving any Loan Party:
(a) The Unsecured Notes Trustee, on behalf of itself and the Unsecured Notes Parties, hereby agrees that it shall not oppose, object to, or otherwise interfere with any motion, application, request, or other pleading made or filed by the First Lien Collateral Agent seeking (i) relief from or modification of the automatic stay imposed by Section 362 of the Bankruptcy Code (or any similar provision of applicable law) with respect to any Collateral, (ii) adequate protection with respect to any Collateral (whether in the form of cash payments, additional or replacement Liens, or otherwise), (iii) authorization to use cash collateral under Section 363(c) of the Bankruptcy Code, or (iv) approval of any DIP Financing secured by Liens on the Collateral, whether or not such Liens prime the existing Liens of the First Lien Collateral Agent on the Collateral.
(b) If the First Lien Collateral Agent receives or is granted adequate protection in the form of additional or replacement Liens on the Collateral (or on other assets that constitute proceeds of the Collateral), the Unsecured Notes Trustee, on behalf of itself and the Unsecured Notes Parties, shall not seek, request, or accept adequate protection in the form of any Lien on the Collateral or any proceeds thereof.
(c) The Unsecured Notes Trustee, on behalf of itself and the Unsecured Notes Parties, shall not contest, challenge, or object to the allowance of any First Lien Obligation as a secured claim under Section 506(a) of the Bankruptcy Code (or any similar provision of applicable law) to the extent of the value of the Collateral, as determined by the applicable court.
(d) The Unsecured Notes Trustee, on behalf of itself and the Unsecured Notes Parties, shall not support, assist, join in, or encourage any other Person in taking any of the actions described in clauses (a) through (c) of this Section 5.01.
Section 5.02 — Asset Sales in Insolvency Proceedings.
(a) The Unsecured Notes Trustee, on behalf of itself and the Unsecured Notes Parties, hereby agrees that it shall not object to, oppose, or otherwise interfere with any sale, transfer, or other disposition of the Collateral (or any part thereof) under Section 363 of the Bankruptcy Code, under a plan of reorganization or liquidation, or under any other provision of the Bankruptcy Code or other applicable law, if the First Lien Collateral Agent has consented to such sale, transfer, or disposition. The Unsecured Notes Trustee further agrees that it shall not assert any Lien on, or claim to, the proceeds of any such sale, transfer, or disposition other than as an unsecured creditor entitled to share in the general distribution to unsecured creditors (if any) in accordance with the priorities established under the Bankruptcy Code and any applicable plan of reorganization or liquidation.
(b) Nothing in this Section 5.02 shall prevent the Unsecured Notes Trustee from objecting to any sale, transfer, or disposition of any Collateral if such objection is based solely on grounds other than the existence or priority of the First Lien Collateral Agent's Liens on the Collateral (for example, an objection based on the adequacy of the sale price), provided that such objection does not otherwise violate any provision of this Agreement.
Section 5.03 — DIP Financing.
(a) The Unsecured Notes Trustee, on behalf of itself and the Unsecured Notes Parties, hereby agrees that it shall not object to, oppose, or otherwise interfere with any DIP Financing or post-petition credit facility that is secured by Liens on the Collateral (whether or not such Liens prime the existing Liens of the First Lien Collateral Agent on the Collateral), provided that the First Lien Collateral Agent has consented to such DIP Financing or post-petition credit facility.
(b) The Unsecured Notes Trustee, on behalf of itself and the Unsecured Notes Parties, shall not seek to prime, or obtain Liens on any Collateral that are senior to or pari passu with, the Liens of the First Lien Collateral Agent on the Collateral (or any Liens granted in connection with any DIP Financing consented to by the First Lien Collateral Agent).
(c) Nothing in this Section 5.03 shall prevent the Unsecured Notes Trustee from objecting to any DIP Financing on the ground that such DIP Financing includes provisions that would directly and adversely impair the rights of the Unsecured Notes Parties in a manner not contemplated by this Agreement, provided that such objection does not otherwise violate any provision of this Agreement.
Section 5.04 — Filing of Proofs of Claim.
Nothing in this Article V shall prohibit the Unsecured Notes Trustee from (a) filing a proof of claim in any Insolvency Proceeding with respect to the Unsecured Notes Obligations as unsecured claims, (b) voting on any plan of reorganization, plan of liquidation, or other plan in any Insolvency Proceeding, or (c) receiving distributions from the debtor's estate attributable to its allowed unsecured claim, in each case subject to the turnover provisions set forth in Section 4.02 hereof to the extent such distributions consist of or are derived from Collateral or proceeds thereof.
Section 5.05 — Post-Petition Interest and Adequate Protection.
The Unsecured Notes Trustee, on behalf of itself and the Unsecured Notes Parties, hereby acknowledges and agrees that the First Lien Secured Parties are entitled to post-petition interest on the First Lien Obligations to the extent of any surplus value of the Collateral over and above the amount of the First Lien Obligations (as determined under Section 506(b) of the Bankruptcy Code or otherwise). The Unsecured Notes Trustee shall not challenge, contest, or object to any claim by the First Lien Collateral Agent or any First Lien Secured Party for post-petition interest, fees, expenses, or other amounts to the extent such claim is secured by the Collateral.
ARTICLE VI — RELEASE OF LIENS AND COLLATERAL
Section 6.01 — Automatic Release.
If the First Lien Collateral Agent releases, or is deemed to have released, any Lien on any Collateral in connection with (a) any sale, transfer, lease, exchange, or other disposition of such Collateral that is permitted under the First Lien Credit Agreement (including any disposition made in connection with an enforcement action or a sale under Section 363 of the Bankruptcy Code), or (b) any release of such Collateral from the Liens securing the First Lien Obligations (whether in connection with an enforcement action or otherwise), then any Lien of the Unsecured Notes Trustee or any Unsecured Notes Party on such Collateral (to the extent any such Lien exists, whether by operation of law, judicial action, or in violation of Section 2.03 of this Agreement) shall be automatically and simultaneously released, without the requirement of any action, consent, notice, or further documentation by or from the Unsecured Notes Trustee or any Unsecured Notes Party. Any purchaser, transferee, or assignee of such Collateral shall take such Collateral free and clear of any Lien of the Unsecured Notes Trustee or any Unsecured Notes Party.
Section 6.02 — Release Upon Payment in Full.
Upon the indefeasible payment in full in cash of all First Lien Obligations and the termination of all commitments and obligations of the Lenders under the First Lien Credit Agreement and the other First Lien Loan Documents, this Agreement shall terminate in accordance with Section 12.14, and the Unsecured Notes Trustee's rights and the rights of the Unsecured Notes Parties shall no longer be subject to any of the restrictions, limitations, or subordination provisions set forth herein.
Section 6.03 — Authorization to Release.
The Unsecured Notes Trustee hereby irrevocably authorizes the First Lien Collateral Agent to, and the Unsecured Notes Trustee hereby irrevocably appoints the First Lien Collateral Agent as its attorney-in-fact, with full power of substitution, to, on behalf of the Unsecured Notes Trustee and each Unsecured Notes Party: (a) file UCC-3 termination statements, amendments, or partial releases; (b) execute and deliver lien releases, mortgage discharges, satisfactions, and similar documents and instruments; and (c) take such other actions and execute and deliver such other documents and instruments as may be necessary or desirable to release or terminate any Liens that the Unsecured Notes Trustee or any Unsecured Notes Party may hold on the Collateral, in each case to the extent such release or termination is permitted or required under the terms of this Agreement. This power of attorney is coupled with an interest and is irrevocable.
ARTICLE VII — REFINANCING AND REPLACEMENT DEBT
Section 7.01 — Refinancing of First Lien Obligations.
(a) This Agreement shall remain in full force and effect notwithstanding any refinancing, extension, renewal, amendment, restatement, amendment and restatement, supplement, replacement, or other modification of all or any portion of the First Lien Obligations or the First Lien Credit Agreement. If the First Lien Obligations are refinanced in whole or in part, this Agreement shall inure to the benefit of the replacement first lien secured parties and the replacement first lien collateral agent (or similar representative) under the replacement first lien credit facility or other agreement evidencing such refinanced indebtedness, and all references herein to the "First Lien Collateral Agent," the "First Lien Credit Agreement," the "First Lien Obligations," and the "First Lien Secured Parties" shall be deemed to refer to such replacement collateral agent, replacement credit agreement, replacement obligations, and replacement secured parties, as applicable.
(b) The provisions of this Section 7.01 shall apply, provided that the aggregate principal amount of the replacement first lien obligations does not exceed the sum of (i) the aggregate principal amount of the First Lien Obligations being refinanced (together with accrued and unpaid interest, fees, premiums, and other amounts in respect thereof), plus (ii) any incremental term loans, incremental revolving commitments, or other additional first lien indebtedness permitted under the First Lien Credit Agreement, including amounts incurred under (A) the free-and-clear basket in an aggregate amount equal to the greater of $280,000,000 and 100% of LTM EBITDA (as defined in the First Lien Credit Agreement), and (B) unlimited additional amounts subject to pro forma compliance with a first lien net leverage ratio of 4.50 to 1.00 (calculated in accordance with the First Lien Credit Agreement), plus (iii) customary costs, fees, premiums, and expenses incurred in connection with such refinancing.
Section 7.02 — Refinancing of Unsecured Notes.
If the Unsecured Notes are refinanced, repaid, replaced, or otherwise discharged and replaced with new unsecured obligations, (a) such replacement unsecured obligations shall be subject to the terms and conditions of this Agreement in all respects, (b) the replacement unsecured notes trustee (or similar representative) shall be bound by the terms and conditions of this Agreement as if it were the "Unsecured Notes Trustee" hereunder, and (c) the Borrower shall cause such replacement unsecured notes trustee (or similar representative) and, to the extent required, the holders of such replacement unsecured obligations, to execute and deliver a joinder to this Agreement substantially in the form attached as Exhibit A hereto, in form and substance reasonably satisfactory to the First Lien Collateral Agent.
Section 7.03 — Additional First Lien Debt.
(a) The First Lien Collateral Agent may, without the consent of the Unsecured Notes Trustee or any Unsecured Notes Party, permit the incurrence of additional first lien obligations (including incremental term loans, incremental revolving commitments, and other additional first lien indebtedness) that share in the Collateral on a pari passu basis with the existing First Lien Obligations, in each case to the extent permitted under the terms of the First Lien Credit Agreement. Such additional first lien obligations shall constitute "First Lien Obligations" for all purposes of this Agreement.
(b) Any additional first lien collateral agent, first lien representative, or similar agent acting on behalf of the holders of such additional first lien obligations may become a party to this Agreement by executing and delivering a joinder substantially in the form attached as Exhibit A hereto, together with such other documents and instruments as the First Lien Collateral Agent may reasonably request.
ARTICLE VIII — SECOND LIEN PROVISIONS (RESERVED)
Section 8.01 — Future Second Lien Debt.
(a) The parties hereto acknowledge that the First Lien Credit Agreement contains customary provisions permitting the Administrative Agent to enter into a "First Lien/Second Lien Intercreditor Agreement" (or similar agreement) in the event the Borrower incurs second lien indebtedness secured by the Collateral in the future.
(b) If any second lien indebtedness is incurred by the Borrower or any Guarantor and is secured by Liens on the Collateral that are junior to the Liens securing the First Lien Obligations, the parties hereto agree to negotiate in good faith a separate first lien/second lien intercreditor agreement on terms consistent with prevailing market terms for transactions of a similar type and nature at the time of such incurrence.
(c) The Unsecured Notes Trustee, on behalf of itself and the Unsecured Notes Parties, hereby acknowledges and agrees that any future second lien indebtedness that is secured by the Collateral would be senior in right of payment to the Unsecured Notes with respect to proceeds of the Collateral. The rights of the Unsecured Notes Trustee and the Unsecured Notes Parties with respect to such proceeds would be subordinate to the rights of the holders of such second lien indebtedness to the extent of the value of the Collateral securing such second lien indebtedness.
ARTICLE IX — REPRESENTATIONS AND WARRANTIES
Section 9.01 — Representations of the First Lien Collateral Agent.
Crescent Harbor Bank, N.A. hereby represents and warrants to each other party hereto that (a) it is a national banking association duly organized, validly existing, and in good standing under the laws of the United States, (b) it has been duly authorized under the First Lien Credit Agreement to execute, deliver, and perform this Agreement in its capacity as First Lien Collateral Agent on behalf of itself and the First Lien Secured Parties, (c) the execution, delivery, and performance by it of this Agreement do not conflict with or violate any provision of its organizational documents, any applicable law, or any material agreement to which it is a party, and (d) this Agreement constitutes its legal, valid, and binding obligation, enforceable against it in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting the enforcement of creditors' rights generally and to general principles of equity).
Section 9.02 — Representations of the Unsecured Notes Trustee.
Pinnacle Trust Company hereby represents and warrants to each other party hereto that (a) it is a trust company duly organized, validly existing, and authorized to exercise trust powers under the laws of the State of New York, (b) it has been duly authorized under the Unsecured Notes Indenture to execute, deliver, and perform this Agreement in its capacity as Unsecured Notes Trustee on behalf of itself and the holders of the Unsecured Notes, (c) the execution, delivery, and performance by it of this Agreement do not conflict with or violate any provision of its organizational documents, any applicable law, or any material agreement to which it is a party, and (d) this Agreement constitutes its legal, valid, and binding obligation, enforceable against it in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting the enforcement of creditors' rights generally and to general principles of equity).
Section 9.03 — Representations of the Borrower.
Nexford Industrial Holdings Inc. hereby represents and warrants to each other party hereto as follows:
(a) Organization and Good Standing. The Borrower is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware.
(b) Power and Authority. The Borrower has all requisite corporate power and authority to execute, deliver, and perform this Agreement. The execution, delivery, and performance by the Borrower of this Agreement have been duly authorized by all necessary corporate action on the part of the Borrower.
(c) No Conflict. The execution, delivery, and performance by the Borrower of this Agreement do not and will not (i) violate or conflict with the certificate of incorporation, bylaws, or other organizational documents of the Borrower, (ii) violate any applicable law, statute, regulation, rule, judgment, order, or decree of any governmental authority, or (iii) result in a breach of, constitute a default under, or require any consent (not previously obtained) under any material agreement, contract, or instrument to which the Borrower is a party or by which the Borrower or any of its properties may be bound.
(d) Enforceability. This Agreement constitutes the legal, valid, and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws affecting the enforcement of creditors' rights generally and to general principles of equity (whether considered in a proceeding at law or in equity).
ARTICLE X — ADDITIONAL AGREEMENTS OF THE BORROWER
Section 10.01 — Notice of New Lien Grants.
The Borrower shall provide prompt written notice to the Unsecured Notes Trustee and the First Lien Collateral Agent if any Lien on the Collateral is granted, created, incurred, assumed, or otherwise arises in favor of any Person other than the First Lien Collateral Agent (for the benefit of the First Lien Secured Parties), except for Permitted Liens. Such notice shall describe in reasonable detail the nature of the Lien, the Collateral to which it relates, the identity of the Person in whose favor it has been granted or created, and the obligations secured thereby.
Section 10.02 — Obligations Absolute.
The obligations and agreements of the Borrower under this Agreement are unconditional and absolute and shall not be released, discharged, impaired, or otherwise affected by (a) any amendment, modification, supplement, extension, renewal, refinancing, or replacement of the First Lien Credit Agreement, the First Lien Security Documents, the Unsecured Notes Indenture, the Unsecured Notes, or any other agreement, document, or instrument executed in connection therewith, (b) the release of any Guarantor from its obligations under the First Lien Credit Agreement or the Unsecured Notes Indenture, (c) the invalidity, illegality, or unenforceability of any of the First Lien Obligations or the Unsecured Notes Obligations, (d) any delay in the exercise or enforcement of, or any failure or omission to exercise or enforce, any right, remedy, power, or privilege under this Agreement, or (e) any other event, circumstance, or condition that might otherwise constitute a defense available to, or a discharge of, the Borrower in respect of its obligations hereunder.
Section 10.03 — Compliance with Instruments.
The Borrower hereby agrees that it will comply with all of the terms and conditions of the First Lien Credit Agreement, the First Lien Security Documents, the Unsecured Notes Indenture, and the Unsecured Notes to the extent applicable to this Agreement and the transactions contemplated hereby, and that it will not take any action or omit to take any action that would result in a violation of the terms or provisions of this Agreement.
ARTICLE XI — THE FIRST LIEN COLLATERAL AGENT AND THE UNSECURED NOTES TRUSTEE
Section 11.01 — First Lien Collateral Agent.
(a) The First Lien Collateral Agent acts hereunder solely in its capacity as agent for the First Lien Secured Parties and not in its individual capacity. The First Lien Collateral Agent shall have only those duties and obligations expressly set forth in this Agreement and shall have no implied duties or obligations. The First Lien Collateral Agent shall not be liable for any action taken or omitted to be taken by it hereunder or in connection herewith, except for its own gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable judgment).
(b) The First Lien Collateral Agent shall have no fiduciary duty or other duty of a fiduciary nature to the Unsecured Notes Trustee or any Unsecured Notes Party. Nothing in this Agreement shall be construed to impose upon the First Lien Collateral Agent any duty to act for the benefit of, or to consider the interests of, the Unsecured Notes Trustee or any Unsecured Notes Party in exercising any of its rights or performing any of its obligations hereunder.
(c) The First Lien Collateral Agent shall be entitled to all of the rights, protections, immunities, exculpations, and limitations of liability set forth in the First Lien Credit Agreement with respect to any action taken or omitted to be taken by it in connection with this Agreement, and such provisions are hereby incorporated by reference as if fully set forth herein, mutatis mutandis.
Section 11.02 — Unsecured Notes Trustee.
(a) The Unsecured Notes Trustee acts hereunder solely in its capacity as trustee for the holders of the Unsecured Notes and not in its individual capacity. The Unsecured Notes Trustee shall have only those duties and obligations expressly set forth in this Agreement and shall have no implied duties or obligations. The Unsecured Notes Trustee shall not be liable for any action taken or omitted to be taken by it hereunder or in connection herewith, except for its own gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable judgment).
(b) The Unsecured Notes Trustee shall be entitled to all of the rights, protections, immunities, exculpations, and limitations of liability set forth in the Unsecured Notes Indenture with respect to any action taken or omitted to be taken by it in connection with this Agreement, and such provisions are hereby incorporated by reference as if fully set forth herein, mutatis mutandis.
(c) The Unsecured Notes Trustee may conclusively rely, and shall be fully protected in acting or refraining from acting upon, any certificate, instrument, notice, request, consent, order, direction, or other document or communication that it has no reason to believe to be other than genuine and to have been signed, sent, or presented by the proper person or persons. The Unsecured Notes Trustee shall have no obligation to independently verify the accuracy or completeness of any information provided to it in connection with this Agreement.
(d) The Unsecured Notes Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
Section 11.03 — Successor Agents and Trustees.
(a) Any successor to the First Lien Collateral Agent appointed in accordance with the terms of the First Lien Credit Agreement shall automatically succeed to all of the rights and obligations of the First Lien Collateral Agent under this Agreement without the necessity of any further action by any party hereto. The resigning or removed First Lien Collateral Agent shall promptly notify the Unsecured Notes Trustee and the Borrower of the identity and contact information of any such successor.
(b) Any successor to the Unsecured Notes Trustee appointed in accordance with the terms of the Unsecured Notes Indenture shall automatically succeed to all of the rights and obligations of the Unsecured Notes Trustee under this Agreement without the necessity of any further action by any party hereto. The resigning or removed Unsecured Notes Trustee shall promptly notify the First Lien Collateral Agent and the Borrower of the identity and contact information of any such successor.
ARTICLE XII — MISCELLANEOUS
Section 12.01 — Notices.
All notices, requests, demands, consents, waivers, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered by hand, (b) one (1) Business Day after being sent by nationally recognized overnight courier service (with tracking capability and receipt confirmed), or (c) when delivered by electronic mail (with confirmation of receipt), in each case to the parties hereto at the following addresses (or at such other addresses as shall be specified by like notice):
If to the First Lien Collateral Agent:
Crescent Harbor Bank, N.A. 320 Federal Street Boston, Massachusetts 02110
Attention: Elaine Prescott, Managing Director, Leveraged Finance
Email: [●]
with a copy (which shall not constitute notice) to:
Whitfield & Gage LLP 51 West 52nd Street New York, New York 10019
Attention: Margaret Ashby
Email: [●]
If to the Unsecured Notes Trustee:
Pinnacle Trust Company 101 Park Avenue New York, New York 10178
Attention: Corporate Trust Administration
Email: [●]
If to the Borrower:
Nexford Industrial Holdings Inc. 1400 Industrial Parkway Schaumburg, Illinois 60173
Attention: David Engstrom, General Counsel & Corporate Secretary
Email: [●]
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017
Attention: Claudia Merritt