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GUARANTEE AGREEMENT

EXECUTION VERSION

Dated as of March 28, 2025

among

THE GUARANTORS PARTY HERETO (as listed on the signature pages and Schedule I attached hereto)

and

CRESCENT HARBOR BANK, N.A. as Collateral Agent for the benefit of the Secured Parties

________________________________________

Entered into in connection with that certain Credit Agreement dated as of March 28, 2025 (the "Credit Agreement"), among Nexford Industrial Holdings Inc., a Delaware corporation (the "Borrower"), the Guarantors party thereto, Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent, Ironwood Capital Markets, LLC and Northvane Securities, Inc., as Joint Lead Arrangers, and the Lenders party thereto

GUARANTEE AGREEMENT

This GUARANTEE AGREEMENT (this "Guarantee Agreement" or this "Agreement"), dated as of March 28, 2025, is entered into by and among each of the Guarantors party hereto (as listed on the signature pages hereto and on Schedule I attached hereto, and each Additional Guarantor that from time to time becomes a party hereto in accordance with Section 7.01, each a "Guarantor" and collectively, the "Guarantors"), in favor of CRESCENT HARBOR BANK, N.A., a national banking association, in its capacity as Collateral Agent (as hereinafter defined) for the ratable benefit of the Secured Parties (as hereinafter defined).

RECITALS

WHEREAS, Nexford Industrial Holdings Inc., a Delaware corporation (EIN: 36-4178552; DE File No. 5765432) (the "Borrower"), has entered into that certain Credit Agreement dated as of March 28, 2025 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among the Borrower, the Guarantors party thereto, Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent, Ironwood Capital Markets, LLC and Northvane Securities, Inc., as Joint Lead Arrangers, and the Lenders party thereto, providing for, among other things, a senior secured Term Loan B facility in an aggregate principal amount of $1,400,000,000 (the "Term Loan B Facility");

WHEREAS, the proceeds of the Term Loan B Facility will be used to (a) refinance in full the Borrower's existing $875,000,000 first lien term loan and $190,000,000 revolving credit facility under that certain Credit Agreement dated as of June 14, 2019, with Atlas Meridian Bank, N.A. as Administrative Agent and Collateral Agent, as amended by the First Amendment thereto dated as of March 20, 2020, the Second Amendment thereto dated as of November 8, 2021, the Third Amendment thereto dated as of April 15, 2023, and the Fourth Amendment thereto dated as of September 12, 2024 (collectively, the "Existing Credit Facilities"), (b) fund an approximately $335,000,000 dividend to Granite Peak NIH Holdings, LLC and its equity holders, (c) pay transaction fees and expenses of approximately $38,625,000 incurred in connection with the transactions contemplated by the Credit Agreement and the other Loan Documents, and (d) provide approximately $147,000,000 of cash to the Borrower's balance sheet for general corporate purposes;

WHEREAS, Granite Peak NIH Holdings, LLC, a Delaware limited liability company (EIN: 85-3291047; DE File No. 7234891) (the "Holdings Guarantor"), is the direct parent of the Borrower and the holder of 100% of the issued and outstanding equity interests in the Borrower, and each Subsidiary Guarantor (as hereinafter defined) is a direct or indirect domestic restricted subsidiary of the Borrower;

WHEREAS, each Guarantor will derive substantial direct and indirect benefit from the making of the Loans and the extensions of credit under the Credit Agreement, including the refinancing of the Existing Credit Facilities, the provision of working capital and liquidity to the Borrower and its subsidiaries, and the general financial support and credit enhancement resulting from the transactions contemplated by the Credit Agreement;

WHEREAS, it is a condition precedent to the obligation of the Lenders to make the Term Loans under the Credit Agreement that each Guarantor shall have executed and delivered this Guarantee Agreement in favor of the Collateral Agent for the ratable benefit of the Secured Parties; and

WHEREAS, capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Guarantor hereby agrees with the Collateral Agent, for the ratable benefit of the Secured Parties, as follows:

ARTICLE I — DEFINITIONS

Section 1.01 — Defined Terms

As used in this Guarantee Agreement, the following terms shall have the following meanings:

"Administrative Agent" means Crescent Harbor Bank, N.A., a national banking association, with its principal office located at 320 Federal Street, Boston, Massachusetts 02110, in its capacity as administrative agent under the Credit Agreement, together with its successors and assigns in such capacity.

"Additional Guarantor" means each domestic restricted subsidiary of the Borrower that becomes a party to this Guarantee Agreement after the date hereof by executing and delivering a Guarantee Supplement in accordance with Section 7.01 hereof.

"Agreement" has the meaning set forth in the preamble hereto.

"Borrower" means Nexford Industrial Holdings Inc., a Delaware corporation.

"Collateral Agent" means Crescent Harbor Bank, N.A., a national banking association, in its capacity as collateral agent under the Credit Agreement and the other Loan Documents, for the ratable benefit of the Secured Parties, together with its successors and assigns in such capacity.

"Credit Agreement" means that certain Credit Agreement dated as of March 28, 2025, among the Borrower, the Guarantors, the Administrative Agent, the Collateral Agent, Ironwood Capital Markets, LLC and Northvane Securities, Inc. as Joint Lead Arrangers, and the Lenders party thereto, as the same may be amended, restated, amended and restated, supplemented, refinanced, replaced, or otherwise modified from time to time in accordance with the terms thereof.

"Event of Default" has the meaning assigned to such term in the Credit Agreement.

"Excluded Subsidiary" has the meaning assigned to such term in the Credit Agreement.

"Guarantee" means the guarantee of the Guaranteed Obligations made by each Guarantor pursuant to Article II hereof.

"Guarantee Agreement" has the meaning set forth in the preamble hereto.

"Guarantee Supplement" means a supplement to this Guarantee Agreement substantially in the form of Exhibit A hereto, executed and delivered by an Additional Guarantor in accordance with Section 7.01 hereof.

"Guaranteed Obligations" has the meaning set forth in Section 2.01 hereof, subject to the limitations set forth in Section 2.10 hereof.

"Guarantor" or "Guarantors" means, collectively, the Holdings Guarantor and each Subsidiary Guarantor listed on Schedule I hereto, together with each Additional Guarantor that becomes a party hereto pursuant to Section 7.01 hereof, and "Guarantor" means any one of them individually.

"Guarantor Release Notice" means a notice from the Collateral Agent to a Guarantor confirming the release of such Guarantor from its obligations under this Guarantee Agreement, substantially in the form of Exhibit B hereto.

"Holdings Guarantor" means Granite Peak NIH Holdings, LLC, a Delaware limited liability company, the direct parent of the Borrower and the holder of 100% of the issued and outstanding equity interests in the Borrower.

"Intercreditor Agreement" means the First Lien/Unsecured Intercreditor Agreement dated as of March 28, 2025, among Crescent Harbor Bank, N.A. as First Lien Collateral Agent, Pinnacle Trust Company as trustee for the holders of the Senior Unsecured Notes, and the Borrower, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"Loan Documents" has the meaning assigned to such term in the Credit Agreement and includes, without limitation, the Credit Agreement, this Guarantee Agreement, the Security Agreement, the Pledge Agreements, the intellectual Property Security Agreement, the Intercreditor Agreement, the Mortgages, and all other documents, instruments, certificates, and agreements executed and delivered in connection with any of the foregoing.

"Required Lenders" has the meaning assigned to such term in the Credit Agreement.

"Sanctions" has the meaning assigned to such term in the Credit Agreement.

"Sanctioned Person" has the meaning assigned to such term in the Credit Agreement.

"Secured Parties" means, collectively, the Administrative Agent, the Collateral Agent, each Lender, and each other holder of Secured Obligations from time to time party to the Credit Agreement or any other Loan Document.

"Senior Unsecured Notes" means the Borrower's $250,000,000 aggregate principal amount of 7.250% Senior Unsecured Notes due 2028, issued pursuant to that certain Indenture dated as of November 8, 2021, between the Borrower, the guarantors party thereto, and Pinnacle Trust Company, as trustee, as amended, supplemented, or otherwise modified from time to time.

"Subsidiary Guarantors" means each existing and future direct and indirect domestic restricted subsidiary of the Borrower that is a Guarantor hereunder, as identified on Schedule I hereto, as such Schedule I may be updated from time to time to reflect Additional Guarantors and released Guarantors in accordance with the terms hereof.

"Term Loans" has the meaning assigned to such term in the 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 perfection, the effect of perfection or non-perfection, or the priority of a security interest in any collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, "UCC" means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection, or priority.

Section 1.02 — Rules of Construction

(a) Terms defined in the Credit Agreement and not otherwise defined in this Guarantee Agreement shall have the respective meanings assigned to such terms in the Credit Agreement.

(b) All references herein to "Sections," "Articles," "Schedules," and "Exhibits" are, unless otherwise specified, to Sections, Articles, Schedules, and Exhibits of and to this Guarantee Agreement.

(c) 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 or in the Credit Agreement), (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 Guarantee Agreement in its entirety and not to any particular provision hereof, (iv) all references to "including" shall mean "including without limitation," (v) the word "or" is not exclusive, and (vi) the word "will" shall be construed to have the same meaning and effect as the word "shall."

(d) 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. Words importing the singular include the plural and vice versa.

(e) References to any law, statute, or regulation shall be deemed to refer to such law, statute, or regulation as amended from time to time, and to any successor thereto.

(f) This Guarantee Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, as more fully set forth in Section 8.01.

Section 1.03 — UCC Terms

Terms defined in the UCC that are used herein and that are not otherwise defined herein or in the Credit Agreement shall have the respective meanings assigned to such terms in the UCC as in effect from time to time; provided, however, that the term "proceeds" as used herein shall have the meaning assigned thereto in the UCC and, in addition, shall include whatever is receivable or received when Guaranteed Obligations are collected, whether voluntarily or involuntarily.

ARTICLE II — THE GUARANTEE

Section 2.01 — Guarantee of Guaranteed Obligations

Each Guarantor hereby, jointly and severally with each other Guarantor, unconditionally and irrevocably guarantees to the Collateral Agent, for the ratable benefit of the Secured Parties, the full and punctual payment and performance when due (whether at stated maturity, which is March 28, 2032, by acceleration, by mandatory prepayment (including, without limitation, excess cash flow sweeps, asset sale proceeds, and debt issuance proceeds), by required prepayment, or otherwise) of all obligations of every nature of the Borrower now or hereafter existing under or in respect of the Credit Agreement and the other Loan Documents, whether for principal (including the $1,400,000,000 aggregate principal amount of the Term Loan B Facility), interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership, or similar proceeding, whether or not allowed as a claim in such proceeding, at the applicable rate set forth in the Credit Agreement, which is SOFR plus 400 basis points, with a SOFR floor of 0.75%, plus default interest at an additional rate of 200 basis points per annum, if applicable), fees (including any commitment fees, administrative agent fees, arrangement fees, or other fees owing under the Credit Agreement or any fee letter), expenses, indemnification obligations, or otherwise, and all other amounts payable by the Borrower under or in respect of the Credit Agreement and the other Loan Documents, whether now existing or hereafter arising, direct or indirect, absolute or contingent, due or to become due (all such obligations, collectively, the "Guaranteed Obligations"). Without limiting the generality of the foregoing, the Guaranteed Obligations include the obligation of the Borrower to pay all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower under or in respect of the Credit Agreement and the other Loan Documents but for the fact that such obligations are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, or similar proceeding involving the Borrower.

This Guarantee is a guarantee of payment and not merely a guarantee of collection, and each Guarantor acknowledges and agrees that this Guarantee is full and unconditional, and no release or extinguishment of the Borrower's obligations (other than the indefeasible payment in full thereof in cash) shall affect the obligations of each Guarantor hereunder.

Section 2.02 — Guarantee Absolute and Unconditional

The obligations of each Guarantor hereunder are absolute, unconditional, and irrevocable, irrespective of the value, genuineness, validity, regularity, or enforceability of the Credit Agreement, any other Loan Document, or any other agreement or instrument referred to therein or herein, or any substitution, release, impairment, or exchange of any security for, or any other guarantee of, or any other obligation of any person with respect to, the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than the indefeasible payment in full in cash of the Guaranteed Obligations). Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be released, discharged, diminished, or otherwise affected by any of the following:

(a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, or any other agreement or instrument relating to the Guaranteed Obligations;

(b) any change in the time, manner, or place of payment of, or in any other term of, the Guaranteed Obligations, or any rescission, waiver, amendment, modification, or supplement of, or any consent to departure from, the Credit Agreement, any other Loan Document, or any other agreement or instrument relating to the Guaranteed Obligations, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to the Borrower or any of its subsidiaries or otherwise, whether through incremental facilities under the free-and-clear basket in an aggregate amount equal to the greater of (x) $280,000,000 and (y) 100% of LTM Consolidated EBITDA, or through ratio-based incurrence, or otherwise;

(c) any taking, exchange, substitution, release, impairment, or non-perfection of any collateral, or any taking, release, impairment, amendment, waiver, or other modification of any guarantee, for the Guaranteed Obligations;

(d) any manner of application of any collateral, or proceeds thereof, to the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for the Guaranteed Obligations or any other assets of the Borrower or any of its subsidiaries;

(e) any change, restructuring, or termination of the corporate, limited liability company, partnership, or other structure or existence of the Borrower or any of its subsidiaries or any Guarantor;

(f) any release or addition of any other Guarantor;

(g) any failure of the Collateral Agent or any Secured Party to disclose to any Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties, or prospects of the Borrower or any of its subsidiaries now or hereafter known to the Collateral Agent or any Secured Party (each Guarantor hereby waiving any duty on the part of the Collateral Agent or any Secured Party to disclose such information);

(h) the failure of any other person to execute this Guarantee Agreement or any other guarantee or agreement, or the release or reduction of liability of any other guarantor or surety with respect to the Guaranteed Obligations;

(i) any election by the Collateral Agent or any Secured Party, in any proceeding under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code"), of the application of Section 1111(b)(2) of the Bankruptcy Code;

(j) any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code;

(k) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Collateral Agent or any Secured Party for repayment of the Guaranteed Obligations; or

(l) any other circumstance (including, without limitation, any statute of limitations) or any existence of, or reliance on, any representation by the Collateral Agent or any Secured Party that might otherwise constitute a defense available to, or a legal or equitable discharge of, the Borrower, any Guarantor, or any other guarantor or surety.

Each Guarantor acknowledges and agrees that this Guarantee shall not be affected by any act or thing, except a fully completed performance and indefeasible payment in full of the Guaranteed Obligations.

Section 2.03 — Waivers

Each Guarantor hereby unconditionally and irrevocably waives, to the fullest extent permitted by applicable law:

(a) diligence, presentment, demand for payment, protest, and notice of protest, default, non-payment, maturity, release, compromise, settlement, extension, or renewal of any or all commercial paper, accounts, contract rights, documents, instruments, chattel paper, and guarantees at any time held by the Collateral Agent or any Secured Party on which any Guarantor may in any way be liable, and notice of any action taken by the Collateral Agent or any Secured Party, unless expressly required by this Guarantee Agreement or the Credit Agreement;

(b) all notices required by statute or otherwise to preserve any rights against such Guarantor, including any notice of acceptance of this Guarantee, any notice of any borrowing or other transaction giving rise to the Guaranteed Obligations, or any notice relating to the financial condition of the Borrower;

(c) any right to require the Collateral Agent or any Secured Party to (i) proceed against the Borrower or any other person, (ii) proceed against or exhaust any security held from the Borrower or any other person, or (iii) pursue any other remedy in the Collateral Agent's or such Secured Party's power before proceeding against such Guarantor, including any right pursuant to Section 9-604 of the UCC;

(d) all defenses based upon suretyship or impairment of collateral, to the fullest extent permitted by applicable law, including, without limitation, any defense arising by reason of any disability or other defense of the Borrower or any other Guarantor, or by reason of the cessation from any cause whatsoever of the liability of the Borrower, other than by reason of the indefeasible payment in full of the Guaranteed Obligations;

(e) any defense arising by reason of any claim or defense based upon an election of remedies by the Collateral Agent or any Secured Party, including, without limitation, any election to proceed by non-judicial rather than judicial foreclosure, which election destroys or otherwise impairs the subrogation rights of any Guarantor, the right of any Guarantor to proceed against the Borrower for reimbursement, or both;

(f) any defense based on any right of set-off or counterclaim against or in respect of the obligations of such Guarantor hereunder;

(g) the benefit of any statute of limitations affecting the liability of any Guarantor hereunder or the enforcement of this Guarantee; and

(h) all rights of subrogation, contribution, reimbursement, indemnity, and any similar rights against the Borrower until all Guaranteed Obligations have been indefeasibly paid in full in cash and all commitments under the Credit Agreement have terminated, as more fully set forth in Section 2.05 hereof.

Section 2.04 — Continuing Guarantee; Reinstatement

(a) This Guarantee is a continuing guarantee of the Guaranteed Obligations and shall remain in full force and effect until the earliest to occur of (i) the indefeasible payment in full in cash of all Guaranteed Obligations and (ii) the termination of all commitments under the Credit Agreement, and shall not be discharged, impaired, or otherwise affected by any event or occurrence, including, without limitation, (x) the invalidity, irregularity, or unenforceability of any Guaranteed Obligation or any Loan Document, (y) the absence of any attempt to collect any Guaranteed Obligation from the Borrower or any other Guarantor or other action to enforce the same, or (z) any other event or circumstance that might otherwise constitute a discharge of a surety or guarantor in any jurisdiction (other than indefeasible payment in full of the Guaranteed Obligations).

(b) Reinstatement. If at any time any payment, or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be restored, returned, or disgorged by the Collateral Agent or any Secured Party upon the insolvency, bankruptcy, dissolution, liquidation, or reorganization of the Borrower or any Guarantor, or upon the appointment of any intervenor or conservator of, or trustee or similar official for, the Borrower or any Guarantor or any substantial part of the Borrower's or any Guarantor's properties, or upon or as a result of any settlement or compromise relating thereto, or otherwise, this Guarantee shall continue to be effective, or shall be reinstated, as the case may be, all as though such payment had not been made. Each Guarantor agrees that it shall not be entitled to the benefit of any statute of limitations that may bar the enforcement of any provision of this Guarantee Agreement or the collection of any of the Guaranteed Obligations to the extent that such right is waivable under applicable law.

Section 2.05 — Subrogation

(a) Each Guarantor hereby unconditionally and irrevocably agrees that it shall not exercise any rights of subrogation, contribution, reimbursement, indemnity, or any similar right against the Borrower or any other Guarantor, and hereby unconditionally and irrevocably waives any right to enforce any remedy that the Collateral Agent or any Secured Party now has or may hereafter have against the Borrower, and any benefit of, and any right to participate in, any collateral or security now or hereafter held by the Collateral Agent or any Secured Party, in each case until the Guaranteed Obligations have been indefeasibly paid in full in cash and all commitments under the Credit Agreement have terminated. Each Guarantor further agrees that, to the extent that the waiver of its rights of subrogation, contribution, reimbursement, indemnity, and other rights as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, contribution, reimbursement, indemnity, or similar rights that such Guarantor may have against the Borrower or against any collateral or security shall be junior and subordinate to any rights the Collateral Agent or any Secured Party may have against the Borrower, to all right, title, and interest the Collateral Agent or any Secured Party may have in any such collateral or security, and to any right the Collateral Agent or any Secured Party may have against any other Guarantor.

(b) If any amount shall be paid to a Guarantor on account of any subrogation, contribution, reimbursement, indemnity, or similar rights at any time while any part of the Guaranteed Obligations shall remain outstanding, such amount shall be held by such Guarantor in trust for the benefit of the Secured Parties, segregated from other funds of such Guarantor, and shall forthwith be turned over and paid to the Collateral Agent, in the exact form received by such Guarantor (duly endorsed by such Guarantor to the Collateral Agent, if required), to be applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement.

Section 2.06 — Subordination of Other Obligations

Any indebtedness of the Borrower now or hereafter held by any Guarantor (the "Guarantor Intercompany Debt") is hereby subordinated in right of payment to the Guaranteed Obligations and, upon the occurrence and during the continuance of an Event of Default under the Credit Agreement, any such Guarantor Intercompany Debt shall, if the Collateral Agent so requests, be collected, enforced, and received by such Guarantor as trustee for the Secured Parties and shall be paid over to the Collateral Agent, for the ratable benefit of the Secured Parties, on account of the Guaranteed Obligations, but without reducing or affecting in any manner the liability of such Guarantor under the other provisions of this Guarantee Agreement. Similarly, any indebtedness of any Guarantor to the Borrower or to any other Guarantor is subordinated in right of payment to the Guaranteed Obligations and shall be subject to the same collection and enforcement provisions described in the preceding sentence. Nothing in this Section 2.06 shall limit the ability of any Guarantor to make intercompany payments otherwise permitted under the terms of the Credit Agreement during such times as no Event of Default has occurred and is continuing.

Section 2.07 — Acceleration of Guarantee

In the event that any Event of Default under the Credit Agreement shall have occurred and be continuing and shall have resulted in the acceleration of the maturity of the Term Loans or any other amounts under the Credit Agreement (whether by declaration, by operation of law, or otherwise), then and in any such event, the Guaranteed Obligations (whether or not then due and payable by the Borrower) shall immediately become due and payable by each Guarantor, without presentment, demand, protest, or further notice of any kind, all of which are hereby expressly waived by each Guarantor. Each Guarantor acknowledges that, in the event of an acceleration of the Guaranteed Obligations, the Collateral Agent shall be entitled to receive payment from any or all of the Guarantors, jointly and severally, for the full amount of the Guaranteed Obligations then outstanding.

Section 2.08 — Payments

(a) All payments to be made by each Guarantor under this Guarantee Agreement shall be made in Dollars, in immediately available funds, and shall be paid to the Collateral Agent at the account or accounts designated by the Collateral Agent in writing to such Guarantor, or at such other account or accounts as the Collateral Agent may from time to time designate in writing.

(b) All payments by each Guarantor under this Guarantee Agreement shall be made free and clear of, and without deduction or withholding for, any and 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), except as required by applicable law. If any Guarantor is required by applicable law (as determined in the good faith discretion of the applicable withholding agent) to deduct or withhold any taxes from any payment made under this Guarantee Agreement, (i) the sum payable by such Guarantor shall be increased by such additional amount as shall be necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to additional sums payable under this Section 2.08) the Collateral Agent or the applicable Secured Party, as the case may be, receives an amount equal to the sum it would have received had no such deduction or withholding been made, (ii) such Guarantor shall make such deductions or withholdings, and (iii) such Guarantor shall timely pay the full amount deducted or withheld to the relevant governmental authority in accordance with applicable law. The provisions of this Section 2.08(b) are subject to, and shall be construed in accordance with, the tax provisions set forth in the Credit Agreement, including, without limitation, the provisions relating to compliance with the Foreign Account Tax Compliance Act ("FATCA"), backup withholding, treaty analysis considerations, and the delivery of applicable tax forms.

(c) If any Guarantor determines in good faith that a reasonable basis exists for contesting any tax required to be deducted or withheld, such Guarantor may contest the imposition of such tax, provided that (i) no Event of Default has occurred and is continuing, (ii) such Guarantor provides the Collateral Agent with prompt written notice of its intent to contest, and (iii) such contest does not subject the Collateral Agent or any Secured Party to any penalty or incremental cost.

Section 2.09 — Application of Payments

All payments received by the Collateral Agent pursuant to this Guarantee Agreement on account of the Guaranteed Obligations shall be applied in accordance with the payment waterfall and application provisions set forth in the Credit Agreement. Each Guarantor acknowledges and agrees that, in the absence of a specific direction from the Credit Agreement or any applicable intercreditor arrangement, the Collateral Agent shall have the right to apply payments received hereunder to the Guaranteed Obligations in such order as the Collateral Agent shall determine in its discretion, consistent with the Credit Agreement.

Section 2.10 — Savings Clause / Limitation on Guaranteed Obligations

(a) Notwithstanding any provision of this Guarantee Agreement to the contrary, the Guaranteed Obligations of each Guarantor shall be limited to the maximum amount that can be guaranteed by such Guarantor without rendering this Guarantee, as it relates to such Guarantor, void or voidable under applicable law, including without limitation, under the provisions of the Uniform Fraudulent Transfer Act, the Uniform Voidable Transactions Act, or any similar state or federal law relating to fraudulent conveyance or fraudulent transfer (including Section 548 of Title 11 of the United States Code and any applicable provision of state law made applicable in a case under the Bankruptcy Code by virtue of Section 544 thereof).

(b) In furtherance and not in limitation of the foregoing, the maximum guaranteed amount of each Guarantor hereunder shall be the greatest amount that would not render the obligations of such Guarantor under this Guarantee subject to avoidance as a fraudulent transfer or fraudulent conveyance under Section 548 of the Bankruptcy Code or under any applicable provision of comparable state law (including the Uniform Fraudulent Transfer Act, the Uniform Voidable Transactions Act, or any similar statute), in each case after giving effect to (i) all other liabilities of such Guarantor, contingent or otherwise, that are relevant under applicable fraudulent conveyance or fraudulent transfer laws (but excluding, with respect to any Guarantor, intercompany liabilities to the extent that such liabilities would otherwise be discharged, reduced, or eliminated in the event that any of the Guaranteed Obligations are avoided as a fraudulent transfer or fraudulent conveyance), and (ii) the value (as determined under the applicable provisions of such fraudulent transfer or fraudulent conveyance laws) of the benefit, if any (including any direct and indirect benefit), accruing to such Guarantor from the incurrence of the Guaranteed Obligations and the making of the Loans under the Credit Agreement.

(c) The intent and purpose of the limitation set forth in this Section 2.10 is to set each Guarantor's obligation hereunder at the highest amount permitted by applicable law, and this Guarantee shall be construed in accordance with such intent and purpose. Each Guarantor acknowledges and agrees that the benefits flowing to it, directly and indirectly, from the transactions contemplated by the Credit Agreement are substantial and support the obligations of such Guarantor hereunder.

Section 2.11 — Right of Contribution Among Guarantors

(a) In the event that any Guarantor (a "Contributing Guarantor") makes a payment under this Guarantee Agreement or any amount is collected from or paid by such Contributing Guarantor pursuant to this Guarantee Agreement in excess of such Contributing Guarantor's pro rata share of such payment (determined based on the relative fair market value of the net assets of each Guarantor as of the date of this Guarantee Agreement or, in the case of an Additional Guarantor, as of the date such Additional Guarantor becomes a party hereto, or as otherwise determined in accordance with applicable law), such Contributing Guarantor shall be entitled to contribution from each other Guarantor (each a "Non-Contributing Guarantor") in an amount equal to such Non-Contributing Guarantor's pro rata share of the amount paid by the Contributing Guarantor in excess of the Contributing Guarantor's pro rata share. For purposes of this Section 2.11, each Guarantor's pro rata share shall be determined based on the ratio of (i) the net worth of such Guarantor to (ii) the aggregate net worth of all Guarantors (in each case, determined as of the date hereof, giving effect to the transactions contemplated by the Credit Agreement).

(b) Notwithstanding the foregoing, any right of contribution arising under this Section 2.11 is expressly subordinate to the prior indefeasible payment in full in cash of all Guaranteed Obligations and the termination of all commitments under the Credit Agreement. No Contributing Guarantor may exercise any such right of contribution until such time as all Guaranteed Obligations have been indefeasibly paid in full in cash and all commitments under the Credit Agreement have been irrevocably terminated. If any amount is paid to a Contributing Guarantor on account of its right of contribution prior to the indefeasible payment in full of all Guaranteed Obligations, such amount shall be held in trust for the benefit of the Secured Parties and shall be promptly paid over to the Collateral Agent for application against the Guaranteed Obligations in accordance with the Credit Agreement.

(c) The provisions of this Section 2.11 are intended solely to define the relative rights among the Guarantors and shall not impair the obligations of any Guarantor to the Collateral Agent or any Secured Party, and the Collateral Agent and the Secured Parties shall have the right to require any Guarantor to pay the full amount of the Guaranteed Obligations without regard to the provisions of this Section 2.11.

ARTICLE III — REPRESENTATIONS AND WARRANTIES

Each Guarantor hereby represents and warrants to the Collateral Agent and each Secured Party, as of the date hereof and as of the Closing Date (as defined in the Credit Agreement), as follows:

Section 3.01 — Organization and Good Standing

Each Guarantor is duly organized or formed, validly existing, and in good standing (or equivalent status, where applicable) under the laws of its jurisdiction of organization or formation, as set forth on Schedule I hereto. Without limiting the generality of the foregoing:

(a) The Holdings Guarantor, Granite Peak NIH Holdings, LLC, is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware.

(b) Each Subsidiary Guarantor is duly organized or formed, validly existing, and in good standing under the laws of its respective jurisdiction of organization or formation, which includes entities organized in the States of Delaware, Illinois, Pennsylvania, South Carolina, Texas, and Michigan, as more particularly set forth on Schedule I hereto.

Each Guarantor has the power and authority (corporate, limited liability company, or otherwise) to own its properties and to carry on its business as now being conducted and as proposed to be conducted, and is duly qualified and in good standing in each jurisdiction in which the character of the properties owned or leased by it, or the nature of the business conducted by it, makes such qualification necessary, except where the failure to so qualify would not reasonably be expected to have a Material Adverse Effect.

Section 3.02 — Power and Authority

Each Guarantor has the requisite corporate, limited liability company, or other organizational power and authority to execute, deliver, and perform its obligations under this Guarantee Agreement and each other Loan Document to which it is a party, to guarantee the Guaranteed Obligations, and to consummate the transactions contemplated hereby and thereby.

Section 3.03 — Authorization; Execution and Delivery

The execution, delivery, and performance by each Guarantor of this Guarantee Agreement and each other Loan Document to which it is a party have been duly authorized by all necessary corporate, limited liability company, or other organizational action on the part of each such Guarantor, including, where applicable, the adoption of resolutions by the board of directors, members, managers, or other governing body of each such Guarantor. Each Guarantor hereby represents that resolutions authorizing the execution, delivery, and performance of this Guarantee Agreement and the other Loan Documents were duly adopted on or prior to January 13, 2025, and such resolutions remain in full force and effect and have not been rescinded or modified. This Guarantee Agreement has been duly executed and delivered by each Guarantor.

Section 3.04 — No Conflicts

The execution, delivery, and performance by each Guarantor of this Guarantee Agreement and the other Loan Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not:

(a) violate, conflict with, or result in a breach or default under any provision of the certificate of incorporation, certificate of formation, limited liability company agreement, bylaws, operating agreement, or other organizational or governing document of such Guarantor;

(b) violate, conflict with, or result in a breach or default under any applicable law, statute, rule, regulation, order, judgment, injunction, writ, or decree of any governmental authority applicable to such Guarantor or any of its properties or assets;

(c) conflict with, result in a breach or default under, or give rise to any right of termination, cancellation, acceleration, or loss of any benefit under, any material agreement, contract, indenture, mortgage, deed of trust, lease, license, or other instrument or obligation to which such Guarantor is a party or by which any of its properties or assets is bound; or

(d) result in or require the creation or imposition of any lien upon or with respect to any of the properties or assets now owned or hereafter acquired by such Guarantor, other than the liens created under the Loan Documents.

Section 3.05 — Enforceability

This Guarantee Agreement constitutes a legal, valid, and binding obligation of each Guarantor, enforceable against each Guarantor in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, or other similar laws relating to or affecting the enforcement of creditors' rights generally, and (b) general principles of equity (whether considered in a proceeding in equity or at law), including concepts of materiality, reasonableness, good faith, and fair dealing, regardless of whether considered in a proceeding in equity or at law.

Section 3.06 — Governmental Approvals; Consents

No consent, approval, authorization, registration, declaration, or order of, or filing with, any governmental authority or any other person is required in connection with the execution, delivery, or performance by any Guarantor of this Guarantee Agreement or the other Loan Documents to which it is a party, or the consummation of the transactions contemplated hereby or thereby, except for (a) filings, recordings, and registrations necessary to perfect the security interests and liens created under the Security Agreement, the Pledge Agreements, and the other Loan Documents, including filings under the Uniform Commercial Code, filings with the United States Patent and Trademark Office and the United States Copyright Office, and the recording of Mortgages in applicable real property records, (b) filings and reports required to be filed with any governmental authority under applicable securities laws, and (c) such other consents, approvals, authorizations, registrations, declarations, orders, or filings the failure of which to obtain or make would not reasonably be expected to have a Material Adverse Effect.

Section 3.07 — Solvency

Each Guarantor represents that, after giving effect to the transactions contemplated by the Credit Agreement and the other Loan Documents (including the incurrence of the $1,400,000,000 Term Loan B Facility, the refinancing in full of the Existing Credit Facilities, the payment of the approximately $335,000,000 dividend to Holdings, and the payment of approximately $38,625,000 in transaction fees and expenses), and after giving effect to each borrowing under the Credit Agreement on the Closing Date:

(a) such Guarantor is solvent;

(b) the fair value and present fair saleable value of such Guarantor's assets (on a going concern basis) exceed the amount of all liabilities of such Guarantor (including subordinated, unliquidated, disputed, and contingent liabilities), computed using the amount that, as of the date hereof, represents an amount that can reasonably be expected to become an actual or matured liability;

(c) such Guarantor is able to pay its debts and other liabilities, contingent obligations, and other commitments as they mature in the ordinary course of business; and

(d) such Guarantor has adequate capital for the conduct of its business and the businesses in which it is about to engage.

No transfer of property has been or will be made by any Guarantor, and no obligation has been or will be incurred by any Guarantor, in connection with the transactions contemplated by the Credit Agreement and the other Loan Documents, with the intent to hinder, delay, or defraud either present or future creditors of such Guarantor.

Section 3.08 — Benefit

Each Guarantor acknowledges and agrees that it will derive substantial direct and indirect benefits from the making of the Loans and the extensions of credit under the Credit Agreement, and that the guarantee and waivers set forth herein are knowingly made in contemplation of such benefits. Such benefits include, without limitation, (a) the refinancing of the Existing Credit Facilities, which reduces and streamlines the outstanding indebtedness of the Borrower and its subsidiaries, (b) the ongoing availability of financial support to the Borrower and its subsidiaries for working capital, capital expenditures, and general corporate purposes, (c) the enhanced creditworthiness and financial flexibility of the Borrower and its subsidiaries resulting from the transactions contemplated by the Credit Agreement, and (d) the indirect benefit to each Guarantor from the continued operations and financial health of the Borrower and each other Guarantor as part of an integrated enterprise.

Section 3.09 — Compliance with Sanctions and Anti-Corruption Laws

(a) Each Guarantor represents and warrants that no Guarantor, nor any director, officer, employee, or, to the knowledge of such Guarantor, agent of such Guarantor, is a person that is, or is 50% or more owned or controlled by persons that are, (i) the subject or target of any Sanctions administered or enforced by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty's Treasury, or any other relevant sanctions authority (collectively, "Sanctions"), or (ii) located, organized, or resident in a country or territory that is the subject of comprehensive Sanctions (as of the date hereof, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine) (each such person described in clauses (i) or (ii), a "Sanctioned Person").

(b) No proceeds of the Term Loans will be used, directly or indirectly, by any Guarantor, or loaned, contributed, or otherwise made available by any Guarantor to any subsidiary, joint venture partner, or other person, (i) to fund or facilitate any activities of or business with any Sanctioned Person, or in any country or territory that is the subject of comprehensive Sanctions, in each case in violation of Sanctions, or (ii) in any other manner that would result in a violation of Sanctions by any person (including any person participating in the transaction, whether as underwriter, advisor, investor, lender, or otherwise).

(c) Each Guarantor is in compliance in all material respects with (i) the Foreign Corrupt Practices Act of 1977, as amended (15 U.S.C. §§ 78dd-1 et seq.) (the "FCPA"), (ii) the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), (iii) the Bank Secrecy Act (31 U.S.C. §§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1829b, and 1951-1959), and (iv) all other applicable anti-corruption, anti-bribery, and anti-money laundering laws and regulations.

ARTICLE IV — COVENANTS

Each Guarantor hereby covenants and agrees with the Collateral Agent, for the ratable benefit of the Secured Parties, as follows:

Section 4.01 — Information

Each Guarantor shall promptly notify the Collateral Agent of (a) any event, occurrence, condition, or circumstance that has resulted in, or could reasonably be expected to result in, a material adverse change in the financial condition, business, operations, properties, or prospects of such Guarantor or in the ability of such Guarantor to perform its obligations under this Guarantee Agreement or any other Loan Document to which it is a party, and (b) the occurrence of any Event of Default or any event that, with the giving of notice, the passage of time, or both, would constitute an Event of Default. Any such notice shall describe in reasonable detail the nature of the event, occurrence, condition, or circumstance and the actions, if any, that such Guarantor has taken or proposes to take with respect thereto.

Section 4.02 — Compliance with Laws

Each Guarantor shall comply in all material respects with all applicable laws, statutes, rules, regulations, orders, judgments, injunctions, writs, and decrees of any governmental authority applicable to it, its business, or its properties or assets, including, without limitation, all Sanctions, anti-corruption laws (including the FCPA), anti-money laundering laws (including the Bank Secrecy Act and the USA PATRIOT Act), environmental laws, tax laws, and employment laws, except where the failure to so comply would not reasonably be expected to have a Material Adverse Effect.

Section 4.03 — Preservation of Existence

Each Guarantor shall preserve, renew, and maintain in full force and effect its legal existence and its rights, privileges, qualifications, and franchises under the laws of its jurisdiction of organization or formation, and shall qualify and remain qualified in good standing in each jurisdiction in which the character of its properties or the nature of its business makes such qualification necessary, except (a) as otherwise expressly permitted under the Credit Agreement (including mergers, consolidations, dissolutions, and asset dispositions permitted thereunder), (b) where the failure to preserve such rights, privileges, qualifications, or franchises would not reasonably be expected to have a Material Adverse Effect, or (c) in the case of the dissolution or cessation of existence of a Guarantor that is a Subsidiary Guarantor, if such dissolution or cessation is permitted under the Credit Agreement.

Section 4.04 — Taxes

Each Guarantor shall pay and discharge when due all taxes, assessments, and governmental charges or levies imposed upon it, its income, or any of its properties or assets, before the same shall become delinquent or in default, except (a) where the validity or amount thereof is being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are being maintained by such Guarantor in accordance with GAAP, and (b) to the extent that the failure to make such payment would not reasonably be expected to have a Material Adverse Effect.

Section 4.05 — Obligations Under Credit Agreement

Each Guarantor covenants that it shall comply with, observe, and perform all covenants, terms, and conditions of the Credit Agreement and each other Loan Document to which it is a party, including, without limitation, all affirmative covenants and negative covenants set forth therein, including the limitations on (a) incurrence of additional indebtedness, (b) creation of liens, (c) fundamental changes (including mergers, consolidations, and dissolutions), (d) asset dispositions, (e) restricted payments (including dividends and distributions), (f) investments, (g) transactions with affiliates, and (h) restrictive agreements, in each case as and to the extent applicable to such Guarantor pursuant to the terms of the Credit Agreement. Each Guarantor acknowledges and agrees that the occurrence of a breach by any Guarantor of any covenant, term, or condition of the Credit Agreement or any other Loan Document to which it is a party shall constitute an Event of Default hereunder to the same extent that such breach constitutes an Event of Default under the Credit Agreement.

ARTICLE V — EVENTS OF DEFAULT

Section 5.01 — Events of Default

(a) Each "Event of Default" as defined in the Credit Agreement shall constitute an Event of Default under this Guarantee Agreement. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall be entitled to exercise all rights and remedies available to it hereunder, under the other Loan Documents, and under applicable law, including, without limitation, acceleration of the Guaranteed Obligations and enforcement of this Guarantee in accordance with Article VI hereof.

(b) Without limiting the generality of the foregoing, the following events constitute Events of Default under the Credit Agreement and, accordingly, under this Guarantee Agreement:

(i) failure by the Borrower to pay any installment of principal of any Term Loan when due (whether at stated maturity, by mandatory prepayment, by acceleration, or otherwise);

(ii) failure by the Borrower to pay any installment of interest on any Term Loan, or any fee, expense, indemnification obligation, or other amount payable under the Credit Agreement or any other Loan Document within five (5) Business Days after the same becomes due and payable;

(iii) any representation or warranty made or deemed made by the Borrower or any Guarantor in the Credit Agreement, this Guarantee Agreement, or any other Loan Document, or in any certificate, report, financial statement, or other document delivered pursuant thereto, shall prove to have been incorrect in any material respect (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in any respect) when made or deemed made;

(iv) failure by the Borrower or any Guarantor to comply with any covenant or agreement contained in the Credit Agreement, this Guarantee Agreement, or any other Loan Document (subject to applicable notice and cure periods as set forth in the Credit Agreement), including, without limitation, breach of the springing financial covenant requiring maintenance of maximum first lien net leverage of 5.00 to 1.00 (tested only when the revolving credit facility, if any, is drawn in excess of the applicable threshold);

(v) cross-default to any other indebtedness of the Borrower, any Guarantor, or any subsidiary in an aggregate principal amount exceeding the threshold specified in the Credit Agreement, including, without limitation, a default or event of default under the $250,000,000 aggregate principal amount of 7.250% Senior Unsecured Notes due 2028 issued pursuant to the Indenture dated as of November 8, 2021, with Pinnacle Trust Company as trustee;

(vi) a Change of Control, as defined in the Credit Agreement, which includes (without limitation) (A) the acquisition by any person or group (other than Granite Peak Capital Fund IV, LP, GP Fund IV Co-Invest, LP, and their respective affiliates) of more than 35% of the voting equity interests of the Holdings Guarantor, (B) Nexford Industrial Holdings Inc. ceasing to be a direct wholly-owned subsidiary of the Holdings Guarantor, or (C) a "change of control" (or similar event, however defined) under the Indenture governing the Senior Unsecured Notes;

(vii) the commencement of any proceeding under any bankruptcy, insolvency, reorganization, liquidation, dissolution, or debtor relief law by or against the Borrower, the Holdings Guarantor, or any material subsidiary, including proceedings under Chapter 7 or Chapter 11 of the Bankruptcy Code, or the appointment of a receiver, trustee, custodian, or similar official for the Borrower, any Guarantor, or a substantial part of their respective properties;

(viii) this Guarantee Agreement or any other Loan Document shall at any time after its execution and delivery and for any reason (other than in accordance with its terms or the terms of the Credit Agreement) cease to be in full force and effect, or shall be declared to be null and void, or the validity or enforceability thereof shall be contested by any Guarantor, or any Guarantor shall deny that it has any further liability or obligation under this Guarantee Agreement or any other Loan Document to which it is a party; and

(ix) one or more judgments for the payment of money in an aggregate amount in excess of the threshold specified in the Credit Agreement shall be rendered against the Borrower, any Guarantor, or any subsidiary and shall remain undischarged, unvacated, unbonded, and unstayed for a period of sixty (60) consecutive days.

ARTICLE VI — REMEDIES

Section 6.01 — Remedies Upon Event of Default

(a) Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may, and at the direction of the Required Lenders shall, exercise any and all rights and remedies available to it under this Guarantee Agreement, the Credit Agreement, the other Loan Documents, and applicable law, including, without limitation:

(i) demanding immediate payment from any one or more or all of the Guarantors, jointly and severally, of all or any portion of the Guaranteed Obligations then outstanding;

(ii) exercising all rights and remedies of a secured party under the UCC (to the extent applicable) and under any other applicable law;

(iii) proceeding directly and immediately against any one or more Guarantors to collect any and all of the Guaranteed Obligations, without first proceeding against the Borrower or any other Guarantor, and without first resorting to or exhausting any collateral or security, and without first pursuing or exhausting any other right or remedy available to the Collateral Agent or any Secured Party; and

(iv) taking any and all other actions and exercising any and all other rights and remedies available at law, in equity, or otherwise.

(b) The rights, powers, and remedies granted to the Collateral Agent and the Secured Parties hereunder are cumulative and in addition to, and not in substitution for, any and all other rights, powers, and remedies that the Collateral Agent or any Secured Party may have under any other Loan Document, at law, in equity, or otherwise, and the exercise of any such right, power, or remedy shall not preclude the simultaneous or subsequent exercise of any other right, power, or remedy.

(c) No failure or delay on the part of the Collateral Agent or any Secured Party in exercising any right, power, or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.

Section 6.02 — Application of Proceeds

All proceeds received by the Collateral Agent under or in connection with this Guarantee Agreement, whether from payments made by one or more Guarantors, from the exercise of remedies, or otherwise, shall be applied in accordance with the payment waterfall and application of proceeds provisions set forth in the Credit Agreement. Each Guarantor acknowledges and consents to such application of proceeds and agrees that the Collateral Agent's application of payments in accordance with the Credit Agreement shall be conclusive and binding upon such Guarantor absent manifest error.

ARTICLE VII — ADDITIONAL GUARANTORS; RELEASE

Section 7.01 — Additional Guarantors (Joinder)

(a) Each domestic restricted subsidiary of the Borrower that is required to become a Guarantor pursuant to the terms of the Credit Agreement (including Section 6.12 or any other provision thereof requiring delivery of a guarantee by such subsidiary) shall execute and deliver to the Collateral Agent a Guarantee Supplement substantially in the form of Exhibit A attached hereto, together with such other documents, i

GUARANTEE AGREEMENT
EXECUTION VERSION
Dated as of March 28, 2025
among
THE GUARANTORS PARTY HERETO (as listed on the signature pages and Schedule I attached hereto)
and
CRESCENT HARBOR BANK, N.A. as Collateral Agent for the benefit of the Secured Parties
________________________________________
Entered into in connection with that certain Credit Agreement dated as of March 28, 2025 (the "Credit Agreement"), among Nexford Industrial Holdings Inc., a Delaware corporation (the "Borrower"), the Guarantors party thereto, Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent, Ironwood Capital Markets, LLC and Northvane Securities, Inc., as Joint Lead Arrangers, and the Lenders party thereto
GUARANTEE AGREEMENT
This GUARANTEE AGREEMENT (this "Guarantee Agreement" or this "Agreement"), dated as of March 28, 2025, is entered into by and among each of the Guarantors party hereto (as listed on the signature pages hereto and on Schedule I attached hereto, and each Additional Guarantor that from time to time becomes a party hereto in accordance with Section 7.01, each a "Guarantor" and collectively, the "Guarantors"), in favor of CRESCENT HARBOR BANK, N.A., a national banking association, in its capacity as Collateral Agent (as hereinafter defined) for the ratable benefit of the Secured Parties (as hereinafter defined).
RECITALS
WHEREAS, Nexford Industrial Holdings Inc., a Delaware corporation (EIN: 36-4178552; DE File No. 5765432) (the "Borrower"), has entered into that certain Credit Agreement dated as of March 28, 2025 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among the Borrower, the Guarantors party thereto, Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent, Ironwood Capital Markets, LLC and Northvane Securities, Inc., as Joint Lead Arrangers, and the Lenders party thereto, providing for, among other things, a senior secured Term Loan B facility in an aggregate principal amount of $1,400,000,000 (the "Term Loan B Facility");
WHEREAS, the proceeds of the Term Loan B Facility will be used to (a) refinance in full the Borrower's existing $875,000,000 first lien term loan and $190,000,000 revolving credit facility under that certain Credit Agreement dated as of June 14, 2019, with Atlas Meridian Bank, N.A. as Administrative Agent and Collateral Agent, as amended by the First Amendment thereto dated as of March 20, 2020, the Second Amendment thereto dated as of November 8, 2021, the Third Amendment thereto dated as of April 15, 2023, and the Fourth Amendment thereto dated as of September 12, 2024 (collectively, the "Existing Credit Facilities"), (b) fund an approximately $335,000,000 dividend to Granite Peak NIH Holdings, LLC and its equity holders, (c) pay transaction fees and expenses of approximately $38,625,000 incurred in connection with the transactions contemplated by the Credit Agreement and the other Loan Documents, and (d) provide approximately $147,000,000 of cash to the Borrower's balance sheet for general corporate purposes;
WHEREAS, Granite Peak NIH Holdings, LLC, a Delaware limited liability company (EIN: 85-3291047; DE File No. 7234891) (the "Holdings Guarantor"), is the direct parent of the Borrower and the holder of 100% of the issued and outstanding equity interests in the Borrower, and each Subsidiary Guarantor (as hereinafter defined) is a direct or indirect domestic restricted subsidiary of the Borrower;
WHEREAS, each Guarantor will derive substantial direct and indirect benefit from the making of the Loans and the extensions of credit under the Credit Agreement, including the refinancing of the Existing Credit Facilities, the provision of working capital and liquidity to the Borrower and its subsidiaries, and the general financial support and credit enhancement resulting from the transactions contemplated by the Credit Agreement;
WHEREAS, it is a condition precedent to the obligation of the Lenders to make the Term Loans under the Credit Agreement that each Guarantor shall have executed and delivered this Guarantee Agreement in favor of the Collateral Agent for the ratable benefit of the Secured Parties; and
WHEREAS, capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Guarantor hereby agrees with the Collateral Agent, for the ratable benefit of the Secured Parties, as follows:
ARTICLE I — DEFINITIONS
Section 1.01 — Defined Terms
As used in this Guarantee Agreement, the following terms shall have the following meanings:
"Administrative Agent" means Crescent Harbor Bank, N.A., a national banking association, with its principal office located at 320 Federal Street, Boston, Massachusetts 02110, in its capacity as administrative agent under the Credit Agreement, together with its successors and assigns in such capacity.
"Additional Guarantor" means each domestic restricted subsidiary of the Borrower that becomes a party to this Guarantee Agreement after the date hereof by executing and delivering a Guarantee Supplement in accordance with Section 7.01 hereof.
"Agreement" has the meaning set forth in the preamble hereto.
"Borrower" means Nexford Industrial Holdings Inc., a Delaware corporation.
"Collateral Agent" means Crescent Harbor Bank, N.A., a national banking association, in its capacity as collateral agent under the Credit Agreement and the other Loan Documents, for the ratable benefit of the Secured Parties, together with its successors and assigns in such capacity.
"Credit Agreement" means that certain Credit Agreement dated as of March 28, 2025, among the Borrower, the Guarantors, the Administrative Agent, the Collateral Agent, Ironwood Capital Markets, LLC and Northvane Securities, Inc. as Joint Lead Arrangers, and the Lenders party thereto, as the same may be amended, restated, amended and restated, supplemented, refinanced, replaced, or otherwise modified from time to time in accordance with the terms thereof.
"Event of Default" has the meaning assigned to such term in the Credit Agreement.
"Excluded Subsidiary" has the meaning assigned to such term in the Credit Agreement.
"Guarantee" means the guarantee of the Guaranteed Obligations made by each Guarantor pursuant to Article II hereof.
"Guarantee Agreement" has the meaning set forth in the preamble hereto.
"Guarantee Supplement" means a supplement to this Guarantee Agreement substantially in the form of Exhibit A hereto, executed and delivered by an Additional Guarantor in accordance with Section 7.01 hereof.
"Guaranteed Obligations" has the meaning set forth in Section 2.01 hereof, subject to the limitations set forth in Section 2.10 hereof.
"Guarantor" or "Guarantors" means, collectively, the Holdings Guarantor and each Subsidiary Guarantor listed on Schedule I hereto, together with each Additional Guarantor that becomes a party hereto pursuant to Section 7.01 hereof, and "Guarantor" means any one of them individually.
"Guarantor Release Notice" means a notice from the Collateral Agent to a Guarantor confirming the release of such Guarantor from its obligations under this Guarantee Agreement, substantially in the form of Exhibit B hereto.
"Holdings Guarantor" means Granite Peak NIH Holdings, LLC, a Delaware limited liability company, the direct parent of the Borrower and the holder of 100% of the issued and outstanding equity interests in the Borrower.
"Intercreditor Agreement" means the First Lien/Unsecured Intercreditor Agreement dated as of March 28, 2025, among Crescent Harbor Bank, N.A. as First Lien Collateral Agent, Pinnacle Trust Company as trustee for the holders of the Senior Unsecured Notes, and the Borrower, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Loan Documents" has the meaning assigned to such term in the Credit Agreement and includes, without limitation, the Credit Agreement, this Guarantee Agreement, the Security Agreement, the Pledge Agreements, the intellectual Property Security Agreement, the Intercreditor Agreement, the Mortgages, and all other documents, instruments, certificates, and agreements executed and delivered in connection with any of the foregoing.
"Required Lenders" has the meaning assigned to such term in the Credit Agreement.
"Sanctions" has the meaning assigned to such term in the Credit Agreement.
"Sanctioned Person" has the meaning assigned to such term in the Credit Agreement.
"Secured Parties" means, collectively, the Administrative Agent, the Collateral Agent, each Lender, and each other holder of Secured Obligations from time to time party to the Credit Agreement or any other Loan Document.
"Senior Unsecured Notes" means the Borrower's $250,000,000 aggregate principal amount of 7.250% Senior Unsecured Notes due 2028, issued pursuant to that certain Indenture dated as of November 8, 2021, between the Borrower, the guarantors party thereto, and Pinnacle Trust Company, as trustee, as amended, supplemented, or otherwise modified from time to time.
"Subsidiary Guarantors" means each existing and future direct and indirect domestic restricted subsidiary of the Borrower that is a Guarantor hereunder, as identified on Schedule I hereto, as such Schedule I may be updated from time to time to reflect Additional Guarantors and released Guarantors in accordance with the terms hereof.
"Term Loans" has the meaning assigned to such term in the 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 perfection, the effect of perfection or non-perfection, or the priority of a security interest in any collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, "UCC" means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection, or priority.
Section 1.02 — Rules of Construction
(a) Terms defined in the Credit Agreement and not otherwise defined in this Guarantee Agreement shall have the respective meanings assigned to such terms in the Credit Agreement.
(b) All references herein to "Sections," "Articles," "Schedules," and "Exhibits" are, unless otherwise specified, to Sections, Articles, Schedules, and Exhibits of and to this Guarantee Agreement.
(c) 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 or in the Credit Agreement), (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 Guarantee Agreement in its entirety and not to any particular provision hereof, (iv) all references to "including" shall mean "including without limitation," (v) the word "or" is not exclusive, and (vi) the word "will" shall be construed to have the same meaning and effect as the word "shall."
(d) 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. Words importing the singular include the plural and vice versa.
(e) References to any law, statute, or regulation shall be deemed to refer to such law, statute, or regulation as amended from time to time, and to any successor thereto.
(f) This Guarantee Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, as more fully set forth in Section 8.01.
Section 1.03 — UCC Terms
Terms defined in the UCC that are used herein and that are not otherwise defined herein or in the Credit Agreement shall have the respective meanings assigned to such terms in the UCC as in effect from time to time; provided, however, that the term "proceeds" as used herein shall have the meaning assigned thereto in the UCC and, in addition, shall include whatever is receivable or received when Guaranteed Obligations are collected, whether voluntarily or involuntarily.
ARTICLE II — THE GUARANTEE
Section 2.01 — Guarantee of Guaranteed Obligations
Each Guarantor hereby, jointly and severally with each other Guarantor, unconditionally and irrevocably guarantees to the Collateral Agent, for the ratable benefit of the Secured Parties, the full and punctual payment and performance when due (whether at stated maturity, which is March 28, 2032, by acceleration, by mandatory prepayment (including, without limitation, excess cash flow sweeps, asset sale proceeds, and debt issuance proceeds), by required prepayment, or otherwise) of all obligations of every nature of the Borrower now or hereafter existing under or in respect of the Credit Agreement and the other Loan Documents, whether for principal (including the $1,400,000,000 aggregate principal amount of the Term Loan B Facility), interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership, or similar proceeding, whether or not allowed as a claim in such proceeding, at the applicable rate set forth in the Credit Agreement, which is SOFR plus 400 basis points, with a SOFR floor of 0.75%, plus default interest at an additional rate of 200 basis points per annum, if applicable), fees (including any commitment fees, administrative agent fees, arrangement fees, or other fees owing under the Credit Agreement or any fee letter), expenses, indemnification obligations, or otherwise, and all other amounts payable by the Borrower under or in respect of the Credit Agreement and the other Loan Documents, whether now existing or hereafter arising, direct or indirect, absolute or contingent, due or to become due (all such obligations, collectively, the "Guaranteed Obligations"). Without limiting the generality of the foregoing, the Guaranteed Obligations include the obligation of the Borrower to pay all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower under or in respect of the Credit Agreement and the other Loan Documents but for the fact that such obligations are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, or similar proceeding involving the Borrower.
This Guarantee is a guarantee of payment and not merely a guarantee of collection, and each Guarantor acknowledges and agrees that this Guarantee is full and unconditional, and no release or extinguishment of the Borrower's obligations (other than the indefeasible payment in full thereof in cash) shall affect the obligations of each Guarantor hereunder.
Section 2.02 — Guarantee Absolute and Unconditional
The obligations of each Guarantor hereunder are absolute, unconditional, and irrevocable, irrespective of the value, genuineness, validity, regularity, or enforceability of the Credit Agreement, any other Loan Document, or any other agreement or instrument referred to therein or herein, or any substitution, release, impairment, or exchange of any security for, or any other guarantee of, or any other obligation of any person with respect to, the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than the indefeasible payment in full in cash of the Guaranteed Obligations). Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be released, discharged, diminished, or otherwise affected by any of the following:
(a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, or any other agreement or instrument relating to the Guaranteed Obligations;
(b) any change in the time, manner, or place of payment of, or in any other term of, the Guaranteed Obligations, or any rescission, waiver, amendment, modification, or supplement of, or any consent to departure from, the Credit Agreement, any other Loan Document, or any other agreement or instrument relating to the Guaranteed Obligations, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to the Borrower or any of its subsidiaries or otherwise, whether through incremental facilities under the free-and-clear basket in an aggregate amount equal to the greater of (x) $280,000,000 and (y) 100% of LTM Consolidated EBITDA, or through ratio-based incurrence, or otherwise;
(c) any taking, exchange, substitution, release, impairment, or non-perfection of any collateral, or any taking, release, impairment, amendment, waiver, or other modification of any guarantee, for the Guaranteed Obligations;
(d) any manner of application of any collateral, or proceeds thereof, to the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for the Guaranteed Obligations or any other assets of the Borrower or any of its subsidiaries;
(e) any change, restructuring, or termination of the corporate, limited liability company, partnership, or other structure or existence of the Borrower or any of its subsidiaries or any Guarantor;
(f) any release or addition of any other Guarantor;
(g) any failure of the Collateral Agent or any Secured Party to disclose to any Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties, or prospects of the Borrower or any of its subsidiaries now or hereafter known to the Collateral Agent or any Secured Party (each Guarantor hereby waiving any duty on the part of the Collateral Agent or any Secured Party to disclose such information);
(h) the failure of any other person to execute this Guarantee Agreement or any other guarantee or agreement, or the release or reduction of liability of any other guarantor or surety with respect to the Guaranteed Obligations;
(i) any election by the Collateral Agent or any Secured Party, in any proceeding under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code"), of the application of Section 1111(b)(2) of the Bankruptcy Code;
(j) any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code;
(k) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Collateral Agent or any Secured Party for repayment of the Guaranteed Obligations; or
(l) any other circumstance (including, without limitation, any statute of limitations) or any existence of, or reliance on, any representation by the Collateral Agent or any Secured Party that might otherwise constitute a defense available to, or a legal or equitable discharge of, the Borrower, any Guarantor, or any other guarantor or surety.
Each Guarantor acknowledges and agrees that this Guarantee shall not be affected by any act or thing, except a fully completed performance and indefeasible payment in full of the Guaranteed Obligations.
Section 2.03 — Waivers
Each Guarantor hereby unconditionally and irrevocably waives, to the fullest extent permitted by applicable law:
(a) diligence, presentment, demand for payment, protest, and notice of protest, default, non-payment, maturity, release, compromise, settlement, extension, or renewal of any or all commercial paper, accounts, contract rights, documents, instruments, chattel paper, and guarantees at any time held by the Collateral Agent or any Secured Party on which any Guarantor may in any way be liable, and notice of any action taken by the Collateral Agent or any Secured Party, unless expressly required by this Guarantee Agreement or the Credit Agreement;
(b) all notices required by statute or otherwise to preserve any rights against such Guarantor, including any notice of acceptance of this Guarantee, any notice of any borrowing or other transaction giving rise to the Guaranteed Obligations, or any notice relating to the financial condition of the Borrower;
(c) any right to require the Collateral Agent or any Secured Party to (i) proceed against the Borrower or any other person, (ii) proceed against or exhaust any security held from the Borrower or any other person, or (iii) pursue any other remedy in the Collateral Agent's or such Secured Party's power before proceeding against such Guarantor, including any right pursuant to Section 9-604 of the UCC;
(d) all defenses based upon suretyship or impairment of collateral, to the fullest extent permitted by applicable law, including, without limitation, any defense arising by reason of any disability or other defense of the Borrower or any other Guarantor, or by reason of the cessation from any cause whatsoever of the liability of the Borrower, other than by reason of the indefeasible payment in full of the Guaranteed Obligations;
(e) any defense arising by reason of any claim or defense based upon an election of remedies by the Collateral Agent or any Secured Party, including, without limitation, any election to proceed by non-judicial rather than judicial foreclosure, which election destroys or otherwise impairs the subrogation rights of any Guarantor, the right of any Guarantor to proceed against the Borrower for reimbursement, or both;
(f) any defense based on any right of set-off or counterclaim against or in respect of the obligations of such Guarantor hereunder;
(g) the benefit of any statute of limitations affecting the liability of any Guarantor hereunder or the enforcement of this Guarantee; and
(h) all rights of subrogation, contribution, reimbursement, indemnity, and any similar rights against the Borrower until all Guaranteed Obligations have been indefeasibly paid in full in cash and all commitments under the Credit Agreement have terminated, as more fully set forth in Section 2.05 hereof.
Section 2.04 — Continuing Guarantee; Reinstatement
(a) This Guarantee is a continuing guarantee of the Guaranteed Obligations and shall remain in full force and effect until the earliest to occur of (i) the indefeasible payment in full in cash of all Guaranteed Obligations and (ii) the termination of all commitments under the Credit Agreement, and shall not be discharged, impaired, or otherwise affected by any event or occurrence, including, without limitation, (x) the invalidity, irregularity, or unenforceability of any Guaranteed Obligation or any Loan Document, (y) the absence of any attempt to collect any Guaranteed Obligation from the Borrower or any other Guarantor or other action to enforce the same, or (z) any other event or circumstance that might otherwise constitute a discharge of a surety or guarantor in any jurisdiction (other than indefeasible payment in full of the Guaranteed Obligations).
(b) Reinstatement. If at any time any payment, or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be restored, returned, or disgorged by the Collateral Agent or any Secured Party upon the insolvency, bankruptcy, dissolution, liquidation, or reorganization of the Borrower or any Guarantor, or upon the appointment of any intervenor or conservator of, or trustee or similar official for, the Borrower or any Guarantor or any substantial part of the Borrower's or any Guarantor's properties, or upon or as a result of any settlement or compromise relating thereto, or otherwise, this Guarantee shall continue to be effective, or shall be reinstated, as the case may be, all as though such payment had not been made. Each Guarantor agrees that it shall not be entitled to the benefit of any statute of limitations that may bar the enforcement of any provision of this Guarantee Agreement or the collection of any of the Guaranteed Obligations to the extent that such right is waivable under applicable law.
Section 2.05 — Subrogation
(a) Each Guarantor hereby unconditionally and irrevocably agrees that it shall not exercise any rights of subrogation, contribution, reimbursement, indemnity, or any similar right against the Borrower or any other Guarantor, and hereby unconditionally and irrevocably waives any right to enforce any remedy that the Collateral Agent or any Secured Party now has or may hereafter have against the Borrower, and any benefit of, and any right to participate in, any collateral or security now or hereafter held by the Collateral Agent or any Secured Party, in each case until the Guaranteed Obligations have been indefeasibly paid in full in cash and all commitments under the Credit Agreement have terminated. Each Guarantor further agrees that, to the extent that the waiver of its rights of subrogation, contribution, reimbursement, indemnity, and other rights as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, contribution, reimbursement, indemnity, or similar rights that such Guarantor may have against the Borrower or against any collateral or security shall be junior and subordinate to any rights the Collateral Agent or any Secured Party may have against the Borrower, to all right, title, and interest the Collateral Agent or any Secured Party may have in any such collateral or security, and to any right the Collateral Agent or any Secured Party may have against any other Guarantor.
(b) If any amount shall be paid to a Guarantor on account of any subrogation, contribution, reimbursement, indemnity, or similar rights at any time while any part of the Guaranteed Obligations shall remain outstanding, such amount shall be held by such Guarantor in trust for the benefit of the Secured Parties, segregated from other funds of such Guarantor, and shall forthwith be turned over and paid to the Collateral Agent, in the exact form received by such Guarantor (duly endorsed by such Guarantor to the Collateral Agent, if required), to be applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement.
Section 2.06 — Subordination of Other Obligations
Any indebtedness of the Borrower now or hereafter held by any Guarantor (the "Guarantor Intercompany Debt") is hereby subordinated in right of payment to the Guaranteed Obligations and, upon the occurrence and during the continuance of an Event of Default under the Credit Agreement, any such Guarantor Intercompany Debt shall, if the Collateral Agent so requests, be collected, enforced, and received by such Guarantor as trustee for the Secured Parties and shall be paid over to the Collateral Agent, for the ratable benefit of the Secured Parties, on account of the Guaranteed Obligations, but without reducing or affecting in any manner the liability of such Guarantor under the other provisions of this Guarantee Agreement. Similarly, any indebtedness of any Guarantor to the Borrower or to any other Guarantor is subordinated in right of payment to the Guaranteed Obligations and shall be subject to the same collection and enforcement provisions described in the preceding sentence. Nothing in this Section 2.06 shall limit the ability of any Guarantor to make intercompany payments otherwise permitted under the terms of the Credit Agreement during such times as no Event of Default has occurred and is continuing.
Section 2.07 — Acceleration of Guarantee
In the event that any Event of Default under the Credit Agreement shall have occurred and be continuing and shall have resulted in the acceleration of the maturity of the Term Loans or any other amounts under the Credit Agreement (whether by declaration, by operation of law, or otherwise), then and in any such event, the Guaranteed Obligations (whether or not then due and payable by the Borrower) shall immediately become due and payable by each Guarantor, without presentment, demand, protest, or further notice of any kind, all of which are hereby expressly waived by each Guarantor. Each Guarantor acknowledges that, in the event of an acceleration of the Guaranteed Obligations, the Collateral Agent shall be entitled to receive payment from any or all of the Guarantors, jointly and severally, for the full amount of the Guaranteed Obligations then outstanding.
Section 2.08 — Payments
(a) All payments to be made by each Guarantor under this Guarantee Agreement shall be made in Dollars, in immediately available funds, and shall be paid to the Collateral Agent at the account or accounts designated by the Collateral Agent in writing to such Guarantor, or at such other account or accounts as the Collateral Agent may from time to time designate in writing.
(b) All payments by each Guarantor under this Guarantee Agreement shall be made free and clear of, and without deduction or withholding for, any and 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), except as required by applicable law. If any Guarantor is required by applicable law (as determined in the good faith discretion of the applicable withholding agent) to deduct or withhold any taxes from any payment made under this Guarantee Agreement, (i) the sum payable by such Guarantor shall be increased by such additional amount as shall be necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to additional sums payable under this Section 2.08) the Collateral Agent or the applicable Secured Party, as the case may be, receives an amount equal to the sum it would have received had no such deduction or withholding been made, (ii) such Guarantor shall make such deductions or withholdings, and (iii) such Guarantor shall timely pay the full amount deducted or withheld to the relevant governmental authority in accordance with applicable law. The provisions of this Section 2.08(b) are subject to, and shall be construed in accordance with, the tax provisions set forth in the Credit Agreement, including, without limitation, the provisions relating to compliance with the Foreign Account Tax Compliance Act ("FATCA"), backup withholding, treaty analysis considerations, and the delivery of applicable tax forms.
(c) If any Guarantor determines in good faith that a reasonable basis exists for contesting any tax required to be deducted or withheld, such Guarantor may contest the imposition of such tax, provided that (i) no Event of Default has occurred and is continuing, (ii) such Guarantor provides the Collateral Agent with prompt written notice of its intent to contest, and (iii) such contest does not subject the Collateral Agent or any Secured Party to any penalty or incremental cost.
Section 2.09 — Application of Payments
All payments received by the Collateral Agent pursuant to this Guarantee Agreement on account of the Guaranteed Obligations shall be applied in accordance with the payment waterfall and application provisions set forth in the Credit Agreement. Each Guarantor acknowledges and agrees that, in the absence of a specific direction from the Credit Agreement or any applicable intercreditor arrangement, the Collateral Agent shall have the right to apply payments received hereunder to the Guaranteed Obligations in such order as the Collateral Agent shall determine in its discretion, consistent with the Credit Agreement.
Section 2.10 — Savings Clause / Limitation on Guaranteed Obligations
(a) Notwithstanding any provision of this Guarantee Agreement to the contrary, the Guaranteed Obligations of each Guarantor shall be limited to the maximum amount that can be guaranteed by such Guarantor without rendering this Guarantee, as it relates to such Guarantor, void or voidable under applicable law, including without limitation, under the provisions of the Uniform Fraudulent Transfer Act, the Uniform Voidable Transactions Act, or any similar state or federal law relating to fraudulent conveyance or fraudulent transfer (including Section 548 of Title 11 of the United States Code and any applicable provision of state law made applicable in a case under the Bankruptcy Code by virtue of Section 544 thereof).
(b) In furtherance and not in limitation of the foregoing, the maximum guaranteed amount of each Guarantor hereunder shall be the greatest amount that would not render the obligations of such Guarantor under this Guarantee subject to avoidance as a fraudulent transfer or fraudulent conveyance under Section 548 of the Bankruptcy Code or under any applicable provision of comparable state law (including the Uniform Fraudulent Transfer Act, the Uniform Voidable Transactions Act, or any similar statute), in each case after giving effect to (i) all other liabilities of such Guarantor, contingent or otherwise, that are relevant under applicable fraudulent conveyance or fraudulent transfer laws (but excluding, with respect to any Guarantor, intercompany liabilities to the extent that such liabilities would otherwise be discharged, reduced, or eliminated in the event that any of the Guaranteed Obligations are avoided as a fraudulent transfer or fraudulent conveyance), and (ii) the value (as determined under the applicable provisions of such fraudulent transfer or fraudulent conveyance laws) of the benefit, if any (including any direct and indirect benefit), accruing to such Guarantor from the incurrence of the Guaranteed Obligations and the making of the Loans under the Credit Agreement.
(c) The intent and purpose of the limitation set forth in this Section 2.10 is to set each Guarantor's obligation hereunder at the highest amount permitted by applicable law, and this Guarantee shall be construed in accordance with such intent and purpose. Each Guarantor acknowledges and agrees that the benefits flowing to it, directly and indirectly, from the transactions contemplated by the Credit Agreement are substantial and support the obligations of such Guarantor hereunder.
Section 2.11 — Right of Contribution Among Guarantors
(a) In the event that any Guarantor (a "Contributing Guarantor") makes a payment under this Guarantee Agreement or any amount is collected from or paid by such Contributing Guarantor pursuant to this Guarantee Agreement in excess of such Contributing Guarantor's pro rata share of such payment (determined based on the relative fair market value of the net assets of each Guarantor as of the date of this Guarantee Agreement or, in the case of an Additional Guarantor, as of the date such Additional Guarantor becomes a party hereto, or as otherwise determined in accordance with applicable law), such Contributing Guarantor shall be entitled to contribution from each other Guarantor (each a "Non-Contributing Guarantor") in an amount equal to such Non-Contributing Guarantor's pro rata share of the amount paid by the Contributing Guarantor in excess of the Contributing Guarantor's pro rata share. For purposes of this Section 2.11, each Guarantor's pro rata share shall be determined based on the ratio of (i) the net worth of such Guarantor to (ii) the aggregate net worth of all Guarantors (in each case, determined as of the date hereof, giving effect to the transactions contemplated by the Credit Agreement).
(b) Notwithstanding the foregoing, any right of contribution arising under this Section 2.11 is expressly subordinate to the prior indefeasible payment in full in cash of all Guaranteed Obligations and the termination of all commitments under the Credit Agreement. No Contributing Guarantor may exercise any such right of contribution until such time as all Guaranteed Obligations have been indefeasibly paid in full in cash and all commitments under the Credit Agreement have been irrevocably terminated. If any amount is paid to a Contributing Guarantor on account of its right of contribution prior to the indefeasible payment in full of all Guaranteed Obligations, such amount shall be held in trust for the benefit of the Secured Parties and shall be promptly paid over to the Collateral Agent for application against the Guaranteed Obligations in accordance with the Credit Agreement.
(c) The provisions of this Section 2.11 are intended solely to define the relative rights among the Guarantors and shall not impair the obligations of any Guarantor to the Collateral Agent or any Secured Party, and the Collateral Agent and the Secured Parties shall have the right to require any Guarantor to pay the full amount of the Guaranteed Obligations without regard to the provisions of this Section 2.11.
ARTICLE III — REPRESENTATIONS AND WARRANTIES
Each Guarantor hereby represents and warrants to the Collateral Agent and each Secured Party, as of the date hereof and as of the Closing Date (as defined in the Credit Agreement), as follows:
Section 3.01 — Organization and Good Standing
Each Guarantor is duly organized or formed, validly existing, and in good standing (or equivalent status, where applicable) under the laws of its jurisdiction of organization or formation, as set forth on Schedule I hereto. Without limiting the generality of the foregoing:
(a) The Holdings Guarantor, Granite Peak NIH Holdings, LLC, is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware.
(b) Each Subsidiary Guarantor is duly organized or formed, validly existing, and in good standing under the laws of its respective jurisdiction of organization or formation, which includes entities organized in the States of Delaware, Illinois, Pennsylvania, South Carolina, Texas, and Michigan, as more particularly set forth on Schedule I hereto.
Each Guarantor has the power and authority (corporate, limited liability company, or otherwise) to own its properties and to carry on its business as now being conducted and as proposed to be conducted, and is duly qualified and in good standing in each jurisdiction in which the character of the properties owned or leased by it, or the nature of the business conducted by it, makes such qualification necessary, except where the failure to so qualify would not reasonably be expected to have a Material Adverse Effect.
Section 3.02 — Power and Authority
Each Guarantor has the requisite corporate, limited liability company, or other organizational power and authority to execute, deliver, and perform its obligations under this Guarantee Agreement and each other Loan Document to which it is a party, to guarantee the Guaranteed Obligations, and to consummate the transactions contemplated hereby and thereby.
Section 3.03 — Authorization; Execution and Delivery
The execution, delivery, and performance by each Guarantor of this Guarantee Agreement and each other Loan Document to which it is a party have been duly authorized by all necessary corporate, limited liability company, or other organizational action on the part of each such Guarantor, including, where applicable, the adoption of resolutions by the board of directors, members, managers, or other governing body of each such Guarantor. Each Guarantor hereby represents that resolutions authorizing the execution, delivery, and performance of this Guarantee Agreement and the other Loan Documents were duly adopted on or prior to January 13, 2025, and such resolutions remain in full force and effect and have not been rescinded or modified. This Guarantee Agreement has been duly executed and delivered by each Guarantor.
Section 3.04 — No Conflicts
The execution, delivery, and performance by each Guarantor of this Guarantee Agreement and the other Loan Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not:
(a) violate, conflict with, or result in a breach or default under any provision of the certificate of incorporation, certificate of formation, limited liability company agreement, bylaws, operating agreement, or other organizational or governing document of such Guarantor;
(b) violate, conflict with, or result in a breach or default under any applicable law, statute, rule, regulation, order, judgment, injunction, writ, or decree of any governmental authority applicable to such Guarantor or any of its properties or assets;
(c) conflict with, result in a breach or default under, or give rise to any right of termination, cancellation, acceleration, or loss of any benefit under, any material agreement, contract, indenture, mortgage, deed of trust, lease, license, or other instrument or obligation to which such Guarantor is a party or by which any of its properties or assets is bound; or
(d) result in or require the creation or imposition of any lien upon or with respect to any of the properties or assets now owned or hereafter acquired by such Guarantor, other than the liens created under the Loan Documents.
Section 3.05 — Enforceability
This Guarantee Agreement constitutes a legal, valid, and binding obligation of each Guarantor, enforceable against each Guarantor in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, or other similar laws relating to or affecting the enforcement of creditors' rights generally, and (b) general principles of equity (whether considered in a proceeding in equity or at law), including concepts of materiality, reasonableness, good faith, and fair dealing, regardless of whether considered in a proceeding in equity or at law.
Section 3.06 — Governmental Approvals; Consents
No consent, approval, authorization, registration, declaration, or order of, or filing with, any governmental authority or any other person is required in connection with the execution, delivery, or performance by any Guarantor of this Guarantee Agreement or the other Loan Documents to which it is a party, or the consummation of the transactions contemplated hereby or thereby, except for (a) filings, recordings, and registrations necessary to perfect the security interests and liens created under the Security Agreement, the Pledge Agreements, and the other Loan Documents, including filings under the Uniform Commercial Code, filings with the United States Patent and Trademark Office and the United States Copyright Office, and the recording of Mortgages in applicable real property records, (b) filings and reports required to be filed with any governmental authority under applicable securities laws, and (c) such other consents, approvals, authorizations, registrations, declarations, orders, or filings the failure of which to obtain or make would not reasonably be expected to have a Material Adverse Effect.
Section 3.07 — Solvency
Each Guarantor represents that, after giving effect to the transactions contemplated by the Credit Agreement and the other Loan Documents (including the incurrence of the $1,400,000,000 Term Loan B Facility, the refinancing in full of the Existing Credit Facilities, the payment of the approximately $335,000,000 dividend to Holdings, and the payment of approximately $38,625,000 in transaction fees and expenses), and after giving effect to each borrowing under the Credit Agreement on the Closing Date:
(a) such Guarantor is solvent;
(b) the fair value and present fair saleable value of such Guarantor's assets (on a going concern basis) exceed the amount of all liabilities of such Guarantor (including subordinated, unliquidated, disputed, and contingent liabilities), computed using the amount that, as of the date hereof, represents an amount that can reasonably be expected to become an actual or matured liability;
(c) such Guarantor is able to pay its debts and other liabilities, contingent obligations, and other commitments as they mature in the ordinary course of business; and
(d) such Guarantor has adequate capital for the conduct of its business and the businesses in which it is about to engage.
No transfer of property has been or will be made by any Guarantor, and no obligation has been or will be incurred by any Guarantor, in connection with the transactions contemplated by the Credit Agreement and the other Loan Documents, with the intent to hinder, delay, or defraud either present or future creditors of such Guarantor.
Section 3.08 — Benefit
Each Guarantor acknowledges and agrees that it will derive substantial direct and indirect benefits from the making of the Loans and the extensions of credit under the Credit Agreement, and that the guarantee and waivers set forth herein are knowingly made in contemplation of such benefits. Such benefits include, without limitation, (a) the refinancing of the Existing Credit Facilities, which reduces and streamlines the outstanding indebtedness of the Borrower and its subsidiaries, (b) the ongoing availability of financial support to the Borrower and its subsidiaries for working capital, capital expenditures, and general corporate purposes, (c) the enhanced creditworthiness and financial flexibility of the Borrower and its subsidiaries resulting from the transactions contemplated by the Credit Agreement, and (d) the indirect benefit to each Guarantor from the continued operations and financial health of the Borrower and each other Guarantor as part of an integrated enterprise.
Section 3.09 — Compliance with Sanctions and Anti-Corruption Laws
(a) Each Guarantor represents and warrants that no Guarantor, nor any director, officer, employee, or, to the knowledge of such Guarantor, agent of such Guarantor, is a person that is, or is 50% or more owned or controlled by persons that are, (i) the subject or target of any Sanctions administered or enforced by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty's Treasury, or any other relevant sanctions authority (collectively, "Sanctions"), or (ii) located, organized, or resident in a country or territory that is the subject of comprehensive Sanctions (as of the date hereof, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine) (each such person described in clauses (i) or (ii), a "Sanctioned Person").
(b) No proceeds of the Term Loans will be used, directly or indirectly, by any Guarantor, or loaned, contributed, or otherwise made available by any Guarantor to any subsidiary, joint venture partner, or other person, (i) to fund or facilitate any activities of or business with any Sanctioned Person, or in any country or territory that is the subject of comprehensive Sanctions, in each case in violation of Sanctions, or (ii) in any other manner that would result in a violation of Sanctions by any person (including any person participating in the transaction, whether as underwriter, advisor, investor, lender, or otherwise).
(c) Each Guarantor is in compliance in all material respects with (i) the Foreign Corrupt Practices Act of 1977, as amended (15 U.S.C. §§ 78dd-1 et seq.) (the "FCPA"), (ii) the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), (iii) the Bank Secrecy Act (31 U.S.C. §§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1829b, and 1951-1959), and (iv) all other applicable anti-corruption, anti-bribery, and anti-money laundering laws and regulations.
ARTICLE IV — COVENANTS
Each Guarantor hereby covenants and agrees with the Collateral Agent, for the ratable benefit of the Secured Parties, as follows:
Section 4.01 — Information
Each Guarantor shall promptly notify the Collateral Agent of (a) any event, occurrence, condition, or circumstance that has resulted in, or could reasonably be expected to result in, a material adverse change in the financial condition, business, operations, properties, or prospects of such Guarantor or in the ability of such Guarantor to perform its obligations under this Guarantee Agreement or any other Loan Document to which it is a party, and (b) the occurrence of any Event of Default or any event that, with the giving of notice, the passage of time, or both, would constitute an Event of Default. Any such notice shall describe in reasonable detail the nature of the event, occurrence, condition, or circumstance and the actions, if any, that such Guarantor has taken or proposes to take with respect thereto.
Section 4.02 — Compliance with Laws
Each Guarantor shall comply in all material respects with all applicable laws, statutes, rules, regulations, orders, judgments, injunctions, writs, and decrees of any governmental authority applicable to it, its business, or its properties or assets, including, without limitation, all Sanctions, anti-corruption laws (including the FCPA), anti-money laundering laws (including the Bank Secrecy Act and the USA PATRIOT Act), environmental laws, tax laws, and employment laws, except where the failure to so comply would not reasonably be expected to have a Material Adverse Effect.
Section 4.03 — Preservation of Existence
Each Guarantor shall preserve, renew, and maintain in full force and effect its legal existence and its rights, privileges, qualifications, and franchises under the laws of its jurisdiction of organization or formation, and shall qualify and remain qualified in good standing in each jurisdiction in which the character of its properties or the nature of its business makes such qualification necessary, except (a) as otherwise expressly permitted under the Credit Agreement (including mergers, consolidations, dissolutions, and asset dispositions permitted thereunder), (b) where the failure to preserve such rights, privileges, qualifications, or franchises would not reasonably be expected to have a Material Adverse Effect, or (c) in the case of the dissolution or cessation of existence of a Guarantor that is a Subsidiary Guarantor, if such dissolution or cessation is permitted under the Credit Agreement.
Section 4.04 — Taxes
Each Guarantor shall pay and discharge when due all taxes, assessments, and governmental charges or levies imposed upon it, its income, or any of its properties or assets, before the same shall become delinquent or in default, except (a) where the validity or amount thereof is being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are being maintained by such Guarantor in accordance with GAAP, and (b) to the extent that the failure to make such payment would not reasonably be expected to have a Material Adverse Effect.
Section 4.05 — Obligations Under Credit Agreement
Each Guarantor covenants that it shall comply with, observe, and perform all covenants, terms, and conditions of the Credit Agreement and each other Loan Document to which it is a party, including, without limitation, all affirmative covenants and negative covenants set forth therein, including the limitations on (a) incurrence of additional indebtedness, (b) creation of liens, (c) fundamental changes (including mergers, consolidations, and dissolutions), (d) asset dispositions, (e) restricted payments (including dividends and distributions), (f) investments, (g) transactions with affiliates, and (h) restrictive agreements, in each case as and to the extent applicable to such Guarantor pursuant to the terms of the Credit Agreement. Each Guarantor acknowledges and agrees that the occurrence of a breach by any Guarantor of any covenant, term, or condition of the Credit Agreement or any other Loan Document to which it is a party shall constitute an Event of Default hereunder to the same extent that such breach constitutes an Event of Default under the Credit Agreement.
ARTICLE V — EVENTS OF DEFAULT
Section 5.01 — Events of Default
(a) Each "Event of Default" as defined in the Credit Agreement shall constitute an Event of Default under this Guarantee Agreement. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall be entitled to exercise all rights and remedies available to it hereunder, under the other Loan Documents, and under applicable law, including, without limitation, acceleration of the Guaranteed Obligations and enforcement of this Guarantee in accordance with Article VI hereof.
(b) Without limiting the generality of the foregoing, the following events constitute Events of Default under the Credit Agreement and, accordingly, under this Guarantee Agreement:
(i) failure by the Borrower to pay any installment of principal of any Term Loan when due (whether at stated maturity, by mandatory prepayment, by acceleration, or otherwise);
(ii) failure by the Borrower to pay any installment of interest on any Term Loan, or any fee, expense, indemnification obligation, or other amount payable under the Credit Agreement or any other Loan Document within five (5) Business Days after the same becomes due and payable;
(iii) any representation or warranty made or deemed made by the Borrower or any Guarantor in the Credit Agreement, this Guarantee Agreement, or any other Loan Document, or in any certificate, report, financial statement, or other document delivered pursuant thereto, shall prove to have been incorrect in any material respect (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in any respect) when made or deemed made;
(iv) failure by the Borrower or any Guarantor to comply with any covenant or agreement contained in the Credit Agreement, this Guarantee Agreement, or any other Loan Document (subject to applicable notice and cure periods as set forth in the Credit Agreement), including, without limitation, breach of the springing financial covenant requiring maintenance of maximum first lien net leverage of 5.00 to 1.00 (tested only when the revolving credit facility, if any, is drawn in excess of the applicable threshold);
(v) cross-default to any other indebtedness of the Borrower, any Guarantor, or any subsidiary in an aggregate principal amount exceeding the threshold specified in the Credit Agreement, including, without limitation, a default or event of default under the $250,000,000 aggregate principal amount of 7.250% Senior Unsecured Notes due 2028 issued pursuant to the Indenture dated as of November 8, 2021, with Pinnacle Trust Company as trustee;
(vi) a Change of Control, as defined in the Credit Agreement, which includes (without limitation) (A) the acquisition by any person or group (other than Granite Peak Capital Fund IV, LP, GP Fund IV Co-Invest, LP, and their respective affiliates) of more than 35% of the voting equity interests of the Holdings Guarantor, (B) Nexford Industrial Holdings Inc. ceasing to be a direct wholly-owned subsidiary of the Holdings Guarantor, or (C) a "change of control" (or similar event, however defined) under the Indenture governing the Senior Unsecured Notes;
(vii) the commencement of any proceeding under any bankruptcy, insolvency, reorganization, liquidation, dissolution, or debtor relief law by or against the Borrower, the Holdings Guarantor, or any material subsidiary, including proceedings under Chapter 7 or Chapter 11 of the Bankruptcy Code, or the appointment of a receiver, trustee, custodian, or similar official for the Borrower, any Guarantor, or a substantial part of their respective properties;
(viii) this Guarantee Agreement or any other Loan Document shall at any time after its execution and delivery and for any reason (other than in accordance with its terms or the terms of the Credit Agreement) cease to be in full force and effect, or shall be declared to be null and void, or the validity or enforceability thereof shall be contested by any Guarantor, or any Guarantor shall deny that it has any further liability or obligation under this Guarantee Agreement or any other Loan Document to which it is a party; and
(ix) one or more judgments for the payment of money in an aggregate amount in excess of the threshold specified in the Credit Agreement shall be rendered against the Borrower, any Guarantor, or any subsidiary and shall remain undischarged, unvacated, unbonded, and unstayed for a period of sixty (60) consecutive days.
ARTICLE VI — REMEDIES
Section 6.01 — Remedies Upon Event of Default
(a) Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may, and at the direction of the Required Lenders shall, exercise any and all rights and remedies available to it under this Guarantee Agreement, the Credit Agreement, the other Loan Documents, and applicable law, including, without limitation:
(i) demanding immediate payment from any one or more or all of the Guarantors, jointly and severally, of all or any portion of the Guaranteed Obligations then outstanding;
(ii) exercising all rights and remedies of a secured party under the UCC (to the extent applicable) and under any other applicable law;
(iii) proceeding directly and immediately against any one or more Guarantors to collect any and all of the Guaranteed Obligations, without first proceeding against the Borrower or any other Guarantor, and without first resorting to or exhausting any collateral or security, and without first pursuing or exhausting any other right or remedy available to the Collateral Agent or any Secured Party; and
(iv) taking any and all other actions and exercising any and all other rights and remedies available at law, in equity, or otherwise.
(b) The rights, powers, and remedies granted to the Collateral Agent and the Secured Parties hereunder are cumulative and in addition to, and not in substitution for, any and all other rights, powers, and remedies that the Collateral Agent or any Secured Party may have under any other Loan Document, at law, in equity, or otherwise, and the exercise of any such right, power, or remedy shall not preclude the simultaneous or subsequent exercise of any other right, power, or remedy.
(c) No failure or delay on the part of the Collateral Agent or any Secured Party in exercising any right, power, or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.
Section 6.02 — Application of Proceeds
All proceeds received by the Collateral Agent under or in connection with this Guarantee Agreement, whether from payments made by one or more Guarantors, from the exercise of remedies, or otherwise, shall be applied in accordance with the payment waterfall and application of proceeds provisions set forth in the Credit Agreement. Each Guarantor acknowledges and consents to such application of proceeds and agrees that the Collateral Agent's application of payments in accordance with the Credit Agreement shall be conclusive and binding upon such Guarantor absent manifest error.
ARTICLE VII — ADDITIONAL GUARANTORS; RELEASE
Section 7.01 — Additional Guarantors (Joinder)
(a) Each domestic restricted subsidiary of the Borrower that is required to become a Guarantor pursuant to the terms of the Credit Agreement (including Section 6.12 or any other provision thereof requiring delivery of a guarantee by such subsidiary) shall execute and deliver to the Collateral Agent a Guarantee Supplement substantially in the form of Exhibit A attached hereto, together with such other documents, i

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