FIRST SUPPLEMENTAL INDENTURE
dated as of December 10, 2025
among
NEXFORD INDUSTRIAL HOLDINGS INC., a Delaware corporation, as Issuer,
THE GUARANTORS PARTY HERETO, as Guarantors,
and
RIDGELINE TRUST COMPANY, N.A., a national banking association, as Trustee and Collateral Agent
Supplementing the Indenture dated as of March 15, 2023
$150,000,000 Aggregate Principal Amount of Additional 8.750% Senior Secured Notes due 2030
These Additional Notes are issued as a further issuance under and pursuant to the Indenture dated as of March 15, 2023, under which $475,000,000 aggregate principal amount of 8.750% Senior Secured Notes due 2030 were originally issued.
This FIRST SUPPLEMENTAL INDENTURE (this "First Supplemental Indenture"), dated as of December 10, 2025, is entered into among NEXFORD INDUSTRIAL HOLDINGS INC., a Delaware corporation (the "Issuer"), each of the guarantors listed on the signature pages hereto and on Schedule I attached hereto (collectively, the "Guarantors"), and RIDGELINE TRUST COMPANY, N.A., a national banking association, as trustee (in such capacity, the "Trustee") and as collateral agent (in such capacity, the "Collateral Agent").
RECITALS
WHEREAS:
A. The Issuer, the Guarantors, and Ridgeline Trust Company, N.A., as Trustee and Collateral Agent, are parties to that certain Indenture, dated as of March 15, 2023 (the "Original Indenture"), pursuant to which the Issuer issued $475,000,000 aggregate principal amount of its 8.750% Senior Secured Notes due 2030 (the "Original Notes"). The Original Indenture, as supplemented by this First Supplemental Indenture and as may be further supplemented, amended, or modified from time to time in accordance with the terms thereof, is referred to herein as the "Indenture."
B. Section 2.14 of the Original Indenture permits the Issuer to issue Additional Notes under the Original Indenture from time to time, subject to compliance with the covenants contained therein, including, without limitation, the Fixed Charge Coverage Ratio incurrence test requiring a minimum ratio of 2.00 to 1.00 as set forth in Section 4.09 of the Original Indenture. The Issuer desires to issue $150,000,000 in aggregate principal amount of additional 8.750% Senior Secured Notes due 2030 (the "Additional Notes") pursuant to the Original Indenture. After giving effect to the issuance of the Additional Notes, the aggregate principal amount of Notes outstanding under the Indenture will be $625,000,000.
C. The Board of Directors of the Issuer, at a meeting duly called and held on November 8, 2025, at which a quorum was present and acting throughout, adopted resolutions authorizing the issuance of the Additional Notes and the execution and delivery of this First Supplemental Indenture, the Purchase Agreement, and all related documents and instruments in connection therewith.
D. Each of the Guarantors has agreed to guarantee the obligations of the Issuer under the Additional Notes on the same terms and conditions as the guarantees of the Original Notes under the Original Indenture, on a senior secured basis, ranking pari passu in right of payment with all existing and future senior indebtedness of each such Guarantor and senior in right of payment to all existing and future subordinated indebtedness of each such Guarantor.
E. All conditions precedent and acts and things necessary to make this First Supplemental Indenture a valid, legally binding, and enforceable supplement to the Original Indenture have been satisfied, performed, and done in compliance and in accordance with the terms and provisions of the Original Indenture, and the Issuer and the Guarantors have in all respects duly authorized the execution and delivery of this First Supplemental Indenture and have requested the Trustee to execute and deliver this First Supplemental Indenture.
F. The proceeds of the Additional Notes will be used to fund, in part, the acquisition (the "Kessler Acquisition") of all of the outstanding equity interests of Kessler Precision Components, Inc., an Ohio corporation, to pay estimated transaction fees and expenses related thereto, and for general corporate purposes of the Issuer and its Restricted Subsidiaries.
NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Issuer, the Guarantors, and the Trustee mutually covenant and agree, for the equal and ratable benefit of all holders of the Notes, as follows:
ARTICLE I — DEFINITIONS AND INTERPRETATION
Section 1.01 — Definitions.
For purposes of this First Supplemental Indenture, the following terms shall have the meanings set forth below:
"Additional Notes" means the $150,000,000 aggregate principal amount of 8.750% Senior Secured Notes due 2030 issued by the Issuer pursuant to this First Supplemental Indenture on the Closing Date as Additional Notes within the meaning of Section 2.14 of the Original Indenture.
"Closing Date" means December 10, 2025, being the date on which the Additional Notes are originally issued and delivered to the Initial Purchasers pursuant to the Purchase Agreement.
"Distribution Compliance Period" means the 40-day distribution compliance period beginning on, and including, the Closing Date and ending on, and including, January 19, 2026, as such term is used in Regulation S under the Securities Act of 1933, as amended (the "Securities Act").
"Existing 144A CUSIP" means CUSIP number 65438T AA5, being the CUSIP number assigned to the Original Notes sold in reliance on Rule 144A.
"Existing Regulation S CUSIP" means CUSIP number U65438 AA7, being the CUSIP number assigned to the Original Notes sold in reliance on Regulation S.
"First Supplemental Indenture" means this First Supplemental Indenture dated as of December 10, 2025, among the Issuer, the Guarantors, and the Trustee, supplementing the Original Indenture.
"Initial Purchasers" means Broadleaf Securities LLC, as representative of the initial purchasers of the Additional Notes, and Fieldstone Capital Markets, Inc., as co-manager, together with any other persons identified as initial purchasers in the Purchase Agreement.
"Issue Price" means 101.500% of the principal amount of the Additional Notes, being the price at which the Additional Notes are to be initially sold to the Initial Purchasers pursuant to the Purchase Agreement (subject to final pricing as set forth therein).
"Kessler Acquisition" means the acquisition by the Issuer or one or more of its Restricted Subsidiaries of all of the outstanding equity interests of Kessler Precision Components, Inc., an Ohio corporation, pursuant to that certain Stock Purchase Agreement, dated as of November 15, 2025, among the Issuer, The Kessler Family Trust, and Northland Growth Equity Fund III, LP, as amended, supplemented, or otherwise modified from time to time.
"Notes" means, collectively, the Original Notes and the Additional Notes and, after such time as the Additional Notes become fungible with the Original Notes in accordance with Section 2.05 hereof, all such Notes treated as a single series and class of securities under the Indenture.
"Original Indenture" means the Indenture, dated as of March 15, 2023, among the Issuer, the Guarantors named therein, and Ridgeline Trust Company, N.A., as Trustee and Collateral Agent, as in effect on the date hereof immediately prior to giving effect to this First Supplemental Indenture.
"Original Notes" means the $475,000,000 aggregate principal amount of 8.750% Senior Secured Notes due 2030 issued by the Issuer under the Original Indenture on March 15, 2023.
"Purchase Agreement" means the Purchase Agreement, dated as of December 5, 2025, among the Issuer, the Guarantors party thereto, Broadleaf Securities LLC, as representative of the Initial Purchasers, and Fieldstone Capital Markets, Inc., as co-manager, pursuant to which the Initial Purchasers have agreed to purchase the Additional Notes from the Issuer.
"Registration Rights Agreement" means the Registration Rights Agreement, dated as of March 15, 2023, among the Issuer, the Guarantors party thereto, and the initial purchasers of the Original Notes, as such agreement is to be joined by the Issuer and the Guarantors with respect to the Additional Notes in connection with the issuance thereof.
"Regulation S" means Regulation S promulgated under the Securities Act of 1933, as amended, or any successor regulation thereto.
"Rule 144A" means Rule 144A promulgated under the Securities Act of 1933, as amended, or any successor rule thereto.
"Temporary 144A CUSIP" means CUSIP number 65438T AB3, being the temporary CUSIP number assigned to the Additional Notes offered and sold in reliance on Rule 144A pending the expiration of the Distribution Compliance Period and the consolidation of the Additional Notes with the Original Notes.
"Temporary Regulation S CUSIP" means CUSIP number U65438 AB5, being the temporary CUSIP number assigned to the Additional Notes offered and sold in reliance on Regulation S pending the expiration of the Distribution Compliance Period and the consolidation of the Additional Notes with the Original Notes.
All other capitalized terms used but not otherwise defined in this First Supplemental Indenture shall have the respective meanings ascribed to such terms in the Original Indenture. Without limiting the generality of the foregoing, the terms "ABL Facility," "ABL Priority Collateral," "Change of Control," "Consolidated EBITDA," "Default," "Event of Default," "Fixed Charge Coverage Ratio," "Fixed Charges," "Guarantee," "Holder," "Intercreditor Agreement," "Lien," "Notes Priority Collateral," "Officer," "Officers' Certificate," "Opinion of Counsel," "Permitted Indebtedness," "Permitted Liens," "Restricted Payment," "Restricted Subsidiary," "Total Assets," and "Treasury Rate" shall each have the meanings set forth in Section 1.01 of the Original Indenture.
Section 1.02 — Rules of Interpretation.
(a) References in this First Supplemental Indenture to "Articles," "Sections," "Exhibits," and "Schedules" are to Articles, Sections, Exhibits, and Schedules of this First Supplemental Indenture unless otherwise expressly specified. References to "herein," "hereof," "hereunder," and words of similar import refer to this First Supplemental Indenture as a whole and not to any particular Article, Section, or other subdivision hereof.
(b) The headings and captions contained in this First Supplemental Indenture are for convenience of reference only, shall not be deemed to be a part of this First Supplemental Indenture, and shall not in any way modify, amend, or affect the meaning or interpretation of any of the provisions hereof.
(c) The Original Indenture, as supplemented by this First Supplemental Indenture, shall hereafter be read, taken, and construed together as one and the same instrument for all purposes. All references in the Original Indenture to "this Indenture," "herein," "hereof," or "hereunder" shall be deemed to include this First Supplemental Indenture, and all references in this First Supplemental Indenture to "this Indenture" or "the Indenture" shall be deemed to refer to the Original Indenture as supplemented by this First Supplemental Indenture, unless the context otherwise requires.
(d) In the event of any conflict or inconsistency between the provisions of this First Supplemental Indenture and the provisions of the Original Indenture, the provisions of this First Supplemental Indenture shall control and govern with respect to the Additional Notes and the matters specifically addressed herein. In all other respects, the provisions of the Original Indenture shall remain in full force and effect and shall govern the rights, duties, and obligations of the parties hereto.
(e) The use of the words "include," "includes," and "including" shall be deemed in each case to be followed by the words "without limitation."
Section 1.03 — Incorporation by Reference.
All provisions, terms, covenants, conditions, restrictions, and definitions contained in the Original Indenture (including all Exhibits and Schedules thereto) are hereby incorporated by reference into this First Supplemental Indenture with the same force and effect as though fully set forth herein at length, and such provisions shall apply in full to the Additional Notes as though originally set forth in the Original Indenture with respect to the Additional Notes, except as expressly modified, supplemented, or superseded by the specific provisions of this First Supplemental Indenture. Without limiting the generality of the foregoing, the provisions of the Original Indenture relating to the authentication, delivery, registration, transfer, exchange, redemption, repurchase, defeasance, and discharge of Notes, and the rights, duties, and obligations of the Trustee, the Collateral Agent, the Issuer, and the Guarantors with respect thereto, shall apply in full to the Additional Notes, mutatis mutandis.
ARTICLE II — ISSUANCE OF ADDITIONAL NOTES
Section 2.01 — Authorization and Issuance.
(a) The Issuer hereby authorizes the creation, issuance, and delivery of $150,000,000 in aggregate principal amount of Additional Notes, and hereby directs the Trustee to authenticate and deliver the Additional Notes to or upon the written order of the Issuer in accordance with the provisions of Section 2.02 of the Original Indenture, upon satisfaction of the conditions set forth in Section 2.06 hereof.
(b) The Additional Notes are issued as "Additional Notes" within the meaning of, and pursuant to the authority granted by, Section 2.14 of the Original Indenture. The Additional Notes shall constitute "Notes" for all purposes under the Indenture and, except as otherwise expressly provided herein, shall be entitled to the benefits of, and be subject to, all of the terms and provisions of the Indenture on the same basis as the Original Notes.
(c) After giving effect to the issuance and delivery of the Additional Notes on the Closing Date, the aggregate principal amount of Notes issued and outstanding under the Indenture shall be $625,000,000, consisting of $475,000,000 aggregate principal amount of Original Notes and $150,000,000 aggregate principal amount of Additional Notes.
(d) The Additional Notes shall be designated as "8.750% Senior Secured Notes due 2030" and, upon the consolidation of the Additional Notes with the Original Notes in accordance with Section 2.05 hereof, shall be treated for all purposes under the Indenture as the same series and class of securities as the Original Notes.
Section 2.02 — Terms of the Additional Notes.
The Additional Notes shall have the following terms:
(a) Principal Amount. The aggregate principal amount of Additional Notes authorized to be issued pursuant to this First Supplemental Indenture is $150,000,000.
(b) Interest Rate. The Additional Notes shall bear interest at the rate of 8.750% per annum. Interest shall be computed on the basis of a 360-day year of twelve 30-day months.
(c) Interest Payment Dates. Interest on the Additional Notes shall be payable semi-annually in arrears on March 15 and September 15 of each year (each, an "Interest Payment Date"), commencing on March 15, 2026.
(d) Interest Accrual. Interest on the Additional Notes shall accrue from September 15, 2025, which is the most recent Interest Payment Date on the Original Notes on which interest was paid or duly provided for prior to the Closing Date. Accordingly, the first interest payment on the Additional Notes, payable on March 15, 2026, will include accrued and unpaid interest from September 15, 2025 through March 14, 2026, representing a full semi-annual period. Purchasers of the Additional Notes will be required to pay accrued interest from September 15, 2025 to, but not including, the Closing Date as part of the purchase price of the Additional Notes.
(e) Maturity Date. The Additional Notes shall mature on March 15, 2030, which is the same maturity date as the Original Notes.
(f) Issue Price. The Additional Notes shall be issued at an issue price of 101.500% of the principal amount thereof (i.e., $1,015.00 per $1,000 principal amount), plus accrued interest from September 15, 2025 to, but not including, the Closing Date.
(g) Record Dates. The record dates for the determination of holders of Additional Notes entitled to receive interest payments shall be March 1 and September 1 immediately preceding the applicable Interest Payment Date (whether or not such date is a Business Day), which are the same record dates applicable to the Original Notes.
(h) Optional Redemption. The Additional Notes shall be subject to the same optional redemption provisions as the Original Notes, as set forth in Section 3.07 of the Original Indenture, including the following:
(i) Redemption at Fixed Prices. On or after March 15, 2026, the Issuer may redeem the Additional Notes, in whole or in part, at the following redemption prices (expressed as a percentage of the principal amount thereof), plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date, if redeemed during the twelve-month period beginning on:
(ii) Make-Whole Redemption. Prior to March 15, 2026, the Issuer may redeem the Additional Notes, in whole or in part, at a redemption price equal to 100% of the principal amount thereof, plus a "make-whole" premium equal to the greater of (A) 1.0% of the principal amount of such Additional Notes and (B) the excess, if any, of (1) the present value at such redemption date of (x) the redemption price of such Additional Notes as of March 15, 2026 (as set forth in the table above), plus (y) all required remaining scheduled interest payments due on such Additional Notes through March 15, 2026 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points, over (2) the then outstanding principal amount of such Additional Notes, plus, in each case, accrued and unpaid interest thereon to, but not including, the applicable redemption date.
(iii) Equity Clawback. Prior to March 15, 2026, the Issuer may redeem up to 40% of the aggregate principal amount of Notes outstanding under the Indenture (including the Additional Notes) at a redemption price equal to 108.750% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date, with the net cash proceeds of one or more Equity Offerings (as defined in the Original Indenture); provided that at least 60% of the aggregate principal amount of Notes originally issued and any Additional Notes issued under the Indenture remains outstanding after each such redemption and that such redemption occurs within 180 days after the closing of such Equity Offering.
(i) Change of Control Put. Upon the occurrence of a Change of Control (as defined in the Original Indenture), each holder of the Additional Notes shall have the right to require the Issuer to repurchase all or any part of such holder's Additional Notes at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of repurchase, in accordance with the procedures set forth in Section 4.15 of the Original Indenture.
(j) Ranking. The Additional Notes shall be senior secured obligations of the Issuer, ranking pari passu in right of payment with all existing and future senior indebtedness of the Issuer (including the Original Notes and borrowings under the ABL Facility), and senior in right of payment to all existing and future subordinated indebtedness of the Issuer. The Additional Notes shall be secured on the same basis and with the same priority as the Original Notes.
(k) Governing Law. The Additional Notes shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to the principles of conflicts of law thereof (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law).
Section 2.03 — Form of Additional Notes.
(a) The Additional Notes shall be issued in fully registered form without interest coupons, in global form, in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. No Additional Note may be issued in a denomination of less than $2,000.
(b) The form of the Additional Notes shall be substantially identical to the form of the Original Notes set forth in Exhibit A to the Original Indenture, with such changes, insertions, and omissions as are necessary or appropriate to reflect (i) the terms of the Additional Notes set forth in this First Supplemental Indenture, (ii) the date of issuance of the Additional Notes, (iii) the temporary CUSIP numbers assigned to the Additional Notes pending the consolidation of the Additional Notes with the Original Notes, and (iv) such other changes as may be required or permitted by the Indenture or as may be determined by the Officers of the Issuer executing the same (the execution thereof to be conclusive evidence of such determination), all as more particularly set forth in Exhibit A hereto.
(c) The Additional Notes shall bear the legends required by the Original Indenture and applicable law with respect to transfer restrictions under Rule 144A and Regulation S under the Securities Act, including the legends set forth in Section 2.06(g) of the Original Indenture. In addition, the Additional Notes shall bear such other legends as may be required by applicable law or as the Issuer may reasonably determine to be necessary or appropriate.
(d) The Additional Notes shall bear the notation of guarantee endorsed thereon, substantially in the form set forth in Exhibit B hereto.
Section 2.04 — Global Notes; Book-Entry.
(a) The Additional Notes sold in reliance on Rule 144A shall be represented by one or more permanent Global Notes (the "144A Global Notes") in definitive, fully registered form, without interest coupons, which shall be deposited with, or on behalf of, The Depository Trust Company ("DTC") and registered in the name of Cede & Co. as nominee of DTC, or such other name as may be requested by an authorized representative of DTC.
(b) The Additional Notes sold in reliance on Regulation S shall be represented by one or more permanent Global Notes (the "Regulation S Global Notes") in definitive, fully registered form, without interest coupons, which shall be deposited with, or on behalf of, DTC for the accounts of Stonefield Industries ("Thackeray Partners LLC") and Harborview Industries ("Ashgrove Enterprises"), and registered in the name of Cede & Co. as nominee of DTC, or such other name as may be requested by an authorized representative of DTC.
(c) Beneficial interests in the Global Notes shall be shown on, and transfers thereof shall be effected only through, the book-entry records maintained by DTC and its participants (including Thackeray Partners LLC and Ashgrove Enterprises), in accordance with DTC's rules and procedures and, in the case of Thackeray Partners LLC and Ashgrove Enterprises, the respective rules and procedures of Thackeray Partners LLC and Ashgrove Enterprises. Except as set forth in the Original Indenture, beneficial owners of interests in the Global Notes will not be entitled to have Additional Notes registered in their names, will not receive or be entitled to receive physical delivery of Additional Notes in certificated form, and will not be considered the holders of Additional Notes under the Indenture for any purpose.
(d) Continental Transfer Services, Inc. shall serve as Transfer Agent and Registrar for the Additional Notes, subject to replacement in accordance with the terms of the Original Indenture. The principal office of Continental Transfer Services, Inc. for purposes of the transfer, registration, and exchange of the Additional Notes is located at 17 Ashbury Asset Advisors, 30th Floor, New York, New York 10004.
(e) The provisions of Section 2.10 of the Original Indenture relating to Global Notes, including the provisions governing the exchange of interests in a Global Note for certificated Notes in definitive form, shall apply in full to the Additional Notes.
Section 2.05 — Temporary CUSIPs and Fungibility.
(a) The Additional Notes offered and sold in reliance on Rule 144A shall initially bear temporary CUSIP number 65438T AB3 and temporary ISIN US65438TAB36.
(b) The Additional Notes offered and sold in reliance on Regulation S shall initially bear temporary CUSIP number U65438 AB5 and temporary ISIN USU65438AB55.
(c) Upon the expiration of the Distribution Compliance Period on January 19, 2026 (being the 40th day after the Closing Date), and provided that the Trustee has received a certificate (an "Officer's Fungibility Certificate") from the Issuer or the Initial Purchasers in form and substance reasonably satisfactory to the Trustee confirming that (i) the Distribution Compliance Period has expired, (ii) no selling restrictions under Regulation S remain applicable to the Additional Notes, and (iii) no Event of Default has occurred and is continuing under the Indenture:
(i) the Additional Notes sold in reliance on Rule 144A shall be assigned the Existing 144A CUSIP (65438T AA5) and the corresponding ISIN (US65438TAA51) of the Original Notes sold in reliance on Rule 144A, and the Additional Notes sold in reliance on Regulation S shall be assigned the Existing Regulation S CUSIP (U65438 AA7) and the corresponding ISIN (USU65438AA72) of the Original Notes sold in reliance on Regulation S;
(ii) the Additional Notes shall thereupon be fully fungible with the Original Notes for all purposes under the Indenture, including for purposes of trading, settlement, voting, and the determination of required percentages of holders under the Indenture, and shall be treated as a single class and series of securities with the Original Notes;
(iii) the Trustee and the Registrar shall take all actions reasonably necessary and appropriate to effect such consolidation of CUSIPs and ISINs with DTC, Thackeray Partners LLC, and Ashgrove Enterprises, including the submission of any required corporate action notices, and shall cooperate with DTC and its participants in effecting the consolidation; and
(iv) the holders of the Additional Notes and the holders of the Original Notes shall have identical rights and obligations under the Indenture in all respects, without distinction as to the date of original issuance.
(d) Until such time as the Additional Notes become fungible with the Original Notes in accordance with this Section 2.05, the Additional Notes shall be separately identifiable by their temporary CUSIPs and ISINs and shall be subject to the transfer restrictions applicable to Additional Notes sold in reliance on Rule 144A and Regulation S, respectively.
Section 2.06 — Authentication and Delivery.
(a) The Trustee shall authenticate and deliver the Additional Notes to or upon the written order of the Issuer on the Closing Date, upon receipt by the Trustee of the following, each dated as of the Closing Date:
(i) an Issuer Order, signed by two Officers of the Issuer, requesting the Trustee to authenticate and deliver the Additional Notes in accordance with the terms of the Indenture and this First Supplemental Indenture, specifying the aggregate principal amount of Additional Notes to be authenticated, the persons to whom or upon whose order the Additional Notes are to be delivered, and the denominations in which the Additional Notes are to be issued;
(ii) an Officers' Certificate, signed by two Officers of the Issuer, certifying that (A) the issuance of the Additional Notes and the incurrence of the related Indebtedness have been duly authorized by all necessary corporate action on the part of the Issuer, (B) all conditions precedent to the issuance of the Additional Notes under the Indenture have been satisfied, (C) the representations and warranties of the Issuer and the Guarantors set forth in the Purchase Agreement are true and correct in all material respects as of the Closing Date, and (D) the Issuer is in compliance with the Fixed Charge Coverage Ratio incurrence test and all other applicable covenants of the Indenture, calculated on a pro forma basis after giving effect to the issuance of the Additional Notes and the application of the proceeds thereof (including the consummation of the Kessler Acquisition), which Officers' Certificate shall include, as an attachment or schedule thereto, a detailed calculation of the Fixed Charge Coverage Ratio demonstrating such compliance; and
(iii) an Opinion of Counsel from Calderwood & Harkness LLP, counsel to the Issuer, addressed to the Trustee, stating that (A) this First Supplemental Indenture and the Additional Notes have been duly authorized, executed, and delivered by the Issuer and the Guarantors, (B) this First Supplemental Indenture and the Additional Notes constitute valid and binding obligations of the Issuer and the Guarantors, enforceable against each of them in accordance with their respective terms (subject to customary exceptions for bankruptcy, insolvency, and equitable principles), and (C) such other matters as the Trustee may reasonably request.
(b) The date of authentication of the Additional Notes shall be the Closing Date, December 10, 2025. Each Additional Note shall bear the date of its authentication.
(c) The Trustee shall have no obligation to authenticate and deliver the Additional Notes unless and until it has received all of the documents and instruments required by this Section 2.06 and is satisfied that such documents comply in form with the requirements of the Indenture.
Section 2.07 — Treatment Under Original Indenture.
(a) The Additional Notes shall in all respects be treated as "Notes" under the Original Indenture and shall be entitled to the benefits of, and subject to the restrictions, covenants, and obligations contained in, the Original Indenture on the same basis as the Original Notes.
(b) For the avoidance of doubt, holders of the Additional Notes and holders of the Original Notes shall vote together as a single class on all matters requiring the consent, waiver, approval, or direction of holders of Notes under the Indenture, including, without limitation, amendments and waivers under Article IX of the Original Indenture, directions to the Trustee under Article VI of the Original Indenture, and any other matters requiring the consent or action of holders of a specified percentage of the aggregate principal amount of Notes outstanding. For purposes of determining whether the requisite percentage of holders has consented to any such matter, the Additional Notes and the Original Notes shall be aggregated and treated as a single class.
(c) Any and all references to "Notes" in the Original Indenture shall, unless the context otherwise requires, be deemed to include the Additional Notes issued pursuant to this First Supplemental Indenture.
(d) The Additional Notes shall be entitled to the same Events of Default and remedies as the Original Notes, as set forth in Article VI of the Original Indenture, and an Event of Default under the Indenture with respect to the Original Notes shall constitute an Event of Default with respect to the Additional Notes, and vice versa.
ARTICLE III — GUARANTEES
Section 3.01 — Guarantee of Additional Notes.
(a) Each of the Guarantors listed below, jointly and severally, hereby unconditionally and irrevocably guarantees to each holder of the Additional Notes and to the Trustee and its successors and assigns the full and punctual payment of the principal of, and premium, if any, and interest on, the Additional Notes when due, whether at maturity, by acceleration, by redemption, by repurchase, or otherwise, and all other monetary obligations of the Issuer under the Indenture and the Additional Notes (including obligations to the Trustee), whether for payment of principal, premium, interest, fees, indemnities, costs, charges, expenses, or otherwise (all such obligations guaranteed pursuant hereto being collectively referred to as the "Additional Notes Guaranteed Obligations"), in accordance with the terms of the Indenture and this First Supplemental Indenture.
(b) The Guarantors that are party to this First Supplemental Indenture, and that are guaranteeing the obligations of the Issuer with respect to the Additional Notes, are as follows:
Parent Guarantor:
1. Nexford Parent Corp., a corporation organized and existing under the laws of the State of Delaware (EIN: 84-3290814)
Subsidiary Guarantors:
1. Nexford Thermal Systems, LLC, a limited liability company organized and existing under the laws of the State of Delaware
2. Nexford Fastener Group, Inc., a corporation organized and existing under the laws of the State of Delaware
3. Nexford Aerospace Components, Inc., a corporation organized and existing under the laws of the State of Delaware
4. Prairie Metal Works, LLC, a limited liability company organized and existing under the laws of the State of Illinois
5. Great Lakes Precision, Inc., a corporation organized and existing under the laws of the State of Michigan
6. Nexford Defense Solutions, LLC, a limited liability company organized and existing under the laws of the State of Delaware
7. Nexford Energy Products, Inc., a corporation organized and existing under the laws of the State of Texas
8. Veltrano Tool & Die, LLC, a limited liability company organized and existing under the laws of the State of Ohio
9. Nexford International Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware
(c) Each Guarantor represents and warrants that (i) it has full corporate or limited liability company power and authority to execute and deliver this First Supplemental Indenture and to perform its obligations hereunder, including the guarantee of the Additional Notes, (ii) the execution, delivery, and performance of this First Supplemental Indenture have been duly authorized by all necessary corporate or limited liability company action on the part of such Guarantor, and (iii) this First Supplemental Indenture constitutes a valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms (subject to customary exceptions for bankruptcy, insolvency, reorganization, moratorium, and equitable principles).
Section 3.02 — Terms of Guarantees.
(a) The guarantees of the Additional Notes provided by the Guarantors pursuant to Section 3.01 hereof shall be on the same terms and conditions, in all material respects, as the guarantees of the Original Notes under the Original Indenture, including, without limitation, that such guarantees are (i) senior secured obligations of each Guarantor, (ii) secured by a first-priority lien (subject to Permitted Liens as defined in the Original Indenture) on the Notes Priority Collateral of each such Guarantor, (iii) pari passu in right of payment with all existing and future senior indebtedness of each such Guarantor (including the guarantees of the Original Notes and the guarantees of borrowings under the ABL Facility), and (iv) senior in right of payment to all existing and future subordinated indebtedness of each such Guarantor.
(b) The guarantees of the Additional Notes shall be governed by, and subject to, the provisions of Article X of the Original Indenture, including, without limitation, the provisions governing the release of Guarantors, the subrogation rights of Guarantors, and the limitations on the obligations of Guarantors, all of which are incorporated herein by reference.
(c) Each guarantee of the Additional Notes shall be evidenced by the notation of guarantee endorsed on each Additional Note, substantially in the form set forth in Exhibit B hereto.
Section 3.03 — After-Acquired Property Covenant; Kessler.
(a) Upon consummation of the Kessler Acquisition, Kessler Precision Components, Inc., an Ohio corporation (EIN: 31-1784623), will become a Restricted Subsidiary of the Issuer and shall be required to become a Guarantor under the Indenture within 30 calendar days of the closing of the Kessler Acquisition (the expected closing date of the Kessler Acquisition being December 12, 2025), in accordance with Section 4.18 of the Original Indenture (the "after-acquired property covenant").
(b) Such joinder shall be effected by the execution and delivery by Kessler Precision Components, Inc. of a supplemental indenture (substantially in the form required by Section 4.18 of the Original Indenture) and related security documents, including, without limitation, (i) a joinder to the Security Agreement dated as of March 15, 2023, (ii) such mortgages, deeds of trust, or other real property security documents as may be required with respect to the real property of Kessler Precision Components, Inc., (iii) a joinder to the Intercreditor Agreement, and (iv) such UCC financing statements and intellectual property security agreement filings as may be necessary or appropriate to perfect the security interests granted in favor of the Collateral Agent for the benefit of the holders of the Notes.
(c) The Issuer shall deliver to the Trustee, promptly following the joinder of Kessler Precision Components, Inc. as a Guarantor, an Officers' Certificate and an Opinion of Counsel confirming that all requirements of Section 4.18 of the Original Indenture have been satisfied with respect to such joinder.
Section 3.04 — Limitations on Guarantees.
(a) Notwithstanding the provisions of Section 3.01 hereof, each Guarantor and, by its acceptance of the Additional Notes, each holder of the Additional Notes, hereby confirms that it is the intention of all such parties that the guarantee of the Additional Notes by each Guarantor shall not constitute a fraudulent transfer or conveyance under any federal or state law.
(b) To effectuate the foregoing intention, the Issuer, the Guarantors, and each holder of the Additional Notes hereby irrevocably agree that the obligations of each Guarantor under its guarantee of the Additional Notes shall be limited to the maximum amount that would not render such Guarantor's guarantee void, voidable, or unenforceable under applicable law relating to fraudulent conveyance or fraudulent transfer (including, without limitation, the Uniform Fraudulent Transfer Act, the Uniform Voidable Transactions Act, Section 548 of Title 11 of the United States Code, or any applicable provision of comparable state statutory or common law), after giving effect, to the fullest extent permitted by applicable law, to (i) all other contingent and fixed liabilities of such Guarantor and (ii) any collections from or payments made by or on behalf of any other Guarantor on account of its obligations under its guarantee, including any rights of contribution, subrogation, or reimbursement.
(c) Each Guarantor that makes a payment under its guarantee of the Additional Notes shall be entitled to a contribution from each other Guarantor in an amount equal to such other Guarantor's pro rata share of such payment, based on the respective net assets of all the Guarantors at the time of such payment, determined in accordance with GAAP.
ARTICLE IV — SECURITY AND COLLATERAL
Section 4.01 — Collateral.
(a) The Additional Notes shall be secured by a first-priority lien and security interest (subject to Permitted Liens as defined in the Original Indenture) on the Notes Priority Collateral of the Issuer and each Guarantor, on the same basis and with the same priority, terms, and conditions as the security interests securing the Original Notes under the Original Indenture and the related security documents.
(b) "Notes Priority Collateral" includes, without limitation, the following assets and properties of the Issuer and each Guarantor:
(i) all equipment (as defined in Article 9 of the Uniform Commercial Code), including all machinery, tools, fixtures, furniture, vehicles, and other tangible personal property;
(ii) all real property and interests in real property, including all fee interests, leasehold interests (to the extent required by the Original Indenture), and all improvements, fixtures, and appurtenances thereto;
(iii) all intellectual property, including all patents, patent applications, trademarks, trademark registrations and applications, service marks, trade names, copyrights, copyright registrations and applications, trade secrets, know-how, and licenses with respect to the foregoing;
(iv) all equity interests in the subsidiaries of the Issuer and the Guarantors, including, without limitation, all capital stock, membership interests, partnership interests, and other equity or ownership interests (subject to a limitation of 65% of the voting equity interests of each first-tier foreign subsidiary); and
(v) all proceeds of and accessions to the foregoing.
(c) The collateral arrangements with respect to the Notes (including the Additional Notes) are subject to the terms and conditions of that certain Intercreditor Agreement, dated as of March 15, 2023 (the "Intercreditor Agreement"), between Ridgeline Trust Company, N.A., in its capacity as notes collateral agent under the Indenture, and Lakefront National Bank, in its capacity as administrative agent under the ABL Credit Agreement dated as of March 15, 2023 (the "ABL Facility"), as such Intercreditor Agreement may be amended, supplemented, or otherwise modified from time to time in accordance with the terms thereof.
(d) Pursuant to the Intercreditor Agreement:
(i) the ABL Facility has a first-priority lien on all ABL Priority Collateral, which includes, without limitation, all accounts receivable, inventory, deposit accounts, securities accounts, and all proceeds of and accessions to the foregoing; and the Notes (including the Additional Notes) have a second-priority lien on the ABL Priority Collateral, subordinate to the lien of the ABL Facility; and
(ii) the Notes (including the Additional Notes) have a first-priority lien on all Notes Priority Collateral (as described above); and the ABL Facility has a second-priority lien on the Notes Priority Collateral, subordinate to the lien of the Notes.
(e) The holders of the Additional Notes, by their acceptance thereof, shall be deemed to have agreed to be bound by the terms and conditions of the Intercreditor Agreement and the related security documents, to the same extent as the holders of the Original Notes.
Section 4.02 — Collateral Agent.
(a) Ridgeline Trust Company, N.A. shall continue to serve as Collateral Agent under the Indenture with respect to the Additional Notes, with all of the rights, powers, duties, protections, and immunities set forth in the Original Indenture and the related security documents.
(b) The Additional Notes shall be entitled to the benefits of all security documents executed in connection with the Original Indenture, including, without limitation, (i) the Security Agreement dated as of March 15, 2023, (ii) the Pledge Agreement dated as of March 15, 2023, (iii) the Mortgages and Deeds of Trust dated as of March 15, 2023, (iv) the intellectual Property Security Agreement dated as of March 15, 2023, and (v) all UCC financing statements, intellectual property filings, and other perfection documents filed in connection therewith.
(c) No additional security documents are required to be executed by the Issuer or the Guarantors in connection with the issuance of the Additional Notes, except for the following, which shall be filed or delivered within 10 Business Days following the Closing Date (or such longer period as may be agreed by the Trustee):
(i) supplemental UCC financing statement amendments, to be filed with the appropriate filing offices in each jurisdiction in which UCC financing statements were filed in connection with the Original Indenture, reflecting the increase in the aggregate principal amount of Notes secured by the collateral from $475,000,000 to $625,000,000; and
(ii) any intellectual property security agreement supplements as may be required to be filed with the United States Patent and Trademark Office or the United States Copyright Office to reflect the Additional Notes as additional secured obligations.
(d) The Issuer and the Guarantors hereby confirm and reaffirm all security interests and liens heretofore granted by them in favor of the Collateral Agent for the benefit of the holders of the Notes, and agree that such security interests and liens shall continue to secure the obligations of the Issuer and the Guarantors under the Indenture, including the obligations with respect to the Additional Notes, without the necessity of any further action by the Issuer, the Guarantors, the Trustee, or the Collateral Agent.
Section 4.03 — No Impairment of Existing Lien.
The issuance of the Additional Notes pursuant to this First Supplemental Indenture shall not impair, diminish, release, or otherwise affect the security interests and liens granted in favor of the Trustee and Collateral Agent for the benefit of the holders of the Notes under the Original Indenture and the related security documents. All such security interests and liens shall continue in full force and effect and shall secure the obligations of the Issuer and the Guarantors under the Indenture with respect to all Notes outstanding thereunder, including the Additional Notes.
ARTICLE V — COVENANT COMPLIANCE
Section 5.01 — Incurrence Test Compliance.
(a) The Issuer hereby represents and warrants to the Trustee and to each holder of the Additional Notes that the issuance of the Additional Notes and the incurrence of the Indebtedness represented thereby complies in all respects with the covenants of the Original Indenture, including, without limitation:
(i) the Fixed Charge Coverage Ratio incurrence test set forth in Section 4.09 of the Original Indenture, which requires that, at the time of the incurrence of any Indebtedness under the ratio basket, and after giving pro forma effect to such incurrence and the application of the proceeds thereof (including, without limitation, the consummation of the Kessler Acquisition, the repayment of any Indebtedness being refinanced, and any cost savings, operating improvements, or synergies that are reasonably expected to be realized as a result of the Kessler Acquisition), the Fixed Charge Coverage Ratio of the Issuer and its Restricted Subsidiaries, on a consolidated basis, is not less than 2.00 to 1.00;
(ii) the limitations on the incurrence of additional Indebtedness and the issuance of Disqualified Stock set forth in Section 4.09 of the Original Indenture; and
(iii) the limitations on Liens set forth in Section 4.12 of the Original Indenture.
(b) The Additional Notes are incurred pursuant to the ratio basket (Fixed Charge Coverage Ratio) set forth in Section 4.09(a) of the Original Indenture, and not pursuant to the Permitted Indebtedness general basket set forth in Section 4.09(b)(i) of the Original Indenture (which permits the incurrence of Indebtedness in an aggregate principal amount not to exceed the greater of $75,000,000 and 12.5% of Total Assets of the Issuer and its Restricted Subsidiaries as of the date of determination).
(c) The Officers' Certificate delivered to the Trustee pursuant to Section 2.06(a)(ii) hereof shall include, as an attachment or schedule thereto, a detailed calculation of the Fixed Charge Coverage Ratio of the Issuer and its Restricted Subsidiaries, on a consolidated pro forma basis, after giving effect to the issuance of the Additional Notes and the application of the proceeds thereof (including the consummation of the Kessler Acquisition), demonstrating compliance with the incurrence test set forth in Section 4.09(a) of the Original Indenture.
(d) The Issuer further represents and warrants that, as of the Closing Date and after giving pro forma effect to the issuance of the Additional Notes and the consummation of the Kessler Acquisition, no Default or Event of Default has occurred and is continuing, or would occur as a result of the issuance of the Additional Notes.
Section 5.02 — Other Covenants.
All covenants, restrictions, and obligations of the Issuer and the Guarantors contained in the Original Indenture shall apply in full to the Additional Notes as if the Additional Notes had been issued under the Original Indenture on the date thereof, including, without limitation, the following covenants:
(a) Section 4.07 — Limitation on Restricted Payments;
(b) Section 4.08 — Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries;
(c) Section 4.09 — Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock;
(d) Section 4.10 — Limitation on Asset Sales;
(e) Section 4.11 — Limitation on Transactions with Affiliates;
(f) Section 4.12 — Limitation on Liens;
(g) Section 4.13 — Reports and Other Information;
(h) Section 4.14 — Corporate Existence;
(i) Section 4.15 — Offer to Repurchase upon Change of Control;
(j) Section 4.16 — Compliance Certificate;
(k) Section 4.17 — Limitation on Sale and Leaseback Transactions;
(l) Section 4.18 — After-Acquired Property; and
(m) Section 4.19 — Limitation on Designation of Unrestricted Subsidiaries.
The foregoing covenants shall be binding upon the Issuer and the Guarantors with respect to the Additional Notes without any further action or agreement on the part of the Issuer, the Guarantors, or the Trustee.
ARTICLE VI — REGISTRATION RIGHTS
Section 6.01 — Exchange Offer.
(a) The Issuer hereby confirms its obligation, in accordance with the terms and conditions of the Registration Rights Agreement, to:
(i) file with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-4 (or, if Form S-4 is not available, on such other form as is appropriate under the Securities Act) for a registered exchange offer (the "Exchange Offer") for the Additional Notes, pursuant to which the holders of the Additional Notes will be offered the opportunity to exchange their Additional Notes for publicly registered notes having terms identical in all material respects to the Additional Notes (except that the exchange notes will not bear legends restricting their transfer under the Securities Act and will not be entitled to registration rights under the Registration Rights Agreement);
(ii) use its commercially reasonable efforts to cause such registration statement to become effective with the SEC as promptly as practicable, and in any event not later than 365 calendar days after the Closing Date (i.e., by December 10, 2026); and
(iii) upon effectiveness of such registration statement, promptly commence and consummate the Exchange Offer in accordance with the terms of the Registration Rights Agreement.
(b) In connection with the Exchange Offer, the Additional Notes will be exchanged for exchange notes that will be registered under the Securities Act and will have terms identical in all material respects to the Additional Notes, except that the exchange notes will not contain transfer restriction legends or provisions for the payment of additional interest.
(c) If the Issuer fails to consummate the Exchange Offer within the time period required by the Registration Rights Agreement, or if the Issuer is required to file and have declared effective a shelf registration statement in lieu of the Exchange Offer and fails to do so within the required time period, additional interest shall accrue on the Additional Notes at a rate of 0.25% per annum for the first 90-day period following such failure, increasing by an additional 0.25% per annum with respect to each subsequent 90-day period, up to a maximum additional interest rate of 1.00% per annum, until such Exchange Offer is consummated or such shelf registration statement is declared effective, as applicable, all as more particularly described in the Registration Rights Agreement.
(d) The obligation of the Issuer under this Section 6.01 is subject to the terms, conditions, and limitations set forth in the Registration Rights Agreement, which is incorporated herein by reference.
ARTICLE VII — MISCELLANEOUS
Section 7.01 — Effect of First Supplemental Indenture.
(a) Except as expressly supplemented, modified, or superseded by the provisions of this First Supplemental Indenture, the Original Indenture and all of its provisions, terms, covenants, conditions, and restrictions shall remain in full force and effect and are hereby ratified and confirmed in all respects. Nothing contained in this First Supplemental Indenture shall, or shall be construed to, modify, amend, or affect the rights or obligations of any party under the Original Indenture with respect to the Original Notes, except to the extent that such rights or obligations are affected by the issuance of the Additional Notes and the treatment of the Additional Notes as Notes under the Indenture.
(b) This First Supplemental Indenture shall be construed as supplemental to the Original Indenture, and the Original Indenture and this First Supplemental Indenture shall hereafter be read, taken, and construed together as one and the same instrument for all purposes, as if all of the terms and provisions of this First Supplemental Indenture were contained in the Original Indenture.
(c) In the event of any inconsistency or conflict between the provisions of this First Supplemental Indenture and the provisions of the Original Indenture, the provisions of this First Supplemental Indenture shall govern and control with respect to the Additional Notes and the matters specifically addressed herein.
Section 7.02 — Governing Law.
This First Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to the principles of conflicts of law thereof, other than Sections 5-1401 and 5-1402 of the New York General Obligations Law. To the extent that the Trust Indenture Act of 1939 (the "TIA") is applicable to this First Supplemental Indenture, this First Supplemental Indenture shall be subject to the provisions of the TIA that are required to be a part of this First Supplemental Indenture and shall, to the extent applicable, be governed by such provisions.
Section 7.03 — Jurisdiction; Waiver of Jury Trial.
(a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any federal court of the United States of America sitting in the Borough of Manhattan, City of New York, State of New York, or, if such court lacks subject matter jurisdiction, any state court of the State of New York sitting in the Borough of Manhattan, City of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this First Supplemental Indenture, the Additional Notes, or the transactions contemplated hereby, and each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such courts.
(b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this First Supplemental Indenture or the Additional Notes in any court referred to in subsection (a) above, and the defense of an inconvenient forum to the maintenance of any such action or proceeding in any such court.