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Contract analysis / post-closing-obligations-letter.docx
post-closing-obligations-letter.docx
High · 1
Medium · 3
Standard · 3
1. Summary of Post-Closing Obligations and Deadlines
1. Summary of Post-Closing Obligations and Deadlines The following table sets forth a summary of all categories of post-closing deliverables and obligations, together with the applicable deadlines and current status. Each item is discussed in greater detail in the sections that follow. We note that failure to satisfy the post-closing obligations within the time periods specified in the Post-Closing Letter and the Cre
2. Mortgage Deliverables
Medium
⚑ Assignment / subcontracting
2. Mortgage Deliverables 2.1 Mortgages to Be Recorded Pursuant to Section 6.02(e) of the Credit Agreement and Paragraph 2 of the Post-Closing Letter, mortgages, deeds of trust, assignments of leases and rents, security agreements, and fixture filings (collectively, the "Mortgages") are required to be delivered in recordable form and recorded with the appropriate recording offices with respect to each parcel of owned
3. UCC-3 Termination Statements — Atlas Meridian Bank, N.A. Liens
Standard
⚑ Commercial term
3. UCC-3 Termination Statements — Atlas Meridian Bank, N.A. Liens 3.1 Status. We are pleased to confirm that UCC-3 Termination Statements have been prepared and filed on March 31, 2025 to terminate all UCC-1 financing statements previously filed in favor of Atlas Meridian Bank, N.A., as Secured Party, in connection with the Credit Agreement dated as of June 14, 2019, among Nexford Industrial Holdings Inc., the Guaran
4. Delivery of Original Executed Documents to Administrative Agent
4. Delivery of Original Executed Documents to Administrative Agent We confirm that original executed counterparts of the following documents are being delivered (or have been delivered) to Crescent Harbor Bank, N.A., in its capacity as Administrative Agent, at the following address: Crescent Harbor Bank, N.A. Leveraged Finance — Loan Administration 320 Federal Street Boston, MA 02110 Attention: Elaine Prescott, Manag
1. Credit Agreement — Execution version, dated as of March 28, 2025, together with all sc
1. Credit Agreement — Execution version, dated as of March 28, 2025, together with all schedules and exhibits thereto.
2. Guarantee Agreement — Execution version, dated as of March 28, 2025, executed by each
2. Guarantee Agreement — Execution version, dated as of March 28, 2025, executed by each Guarantor in favor of Crescent Harbor Bank, N.A. as Administrative Agent and Collateral Agent for the benefit of the Secured Parties.
3. Security Agreement — Execution version, dated as of March 28, 2025, among the Borrower
3. Security Agreement — Execution version, dated as of March 28, 2025, among the Borrower, each Guarantor, and Crescent Harbor Bank, N.A. as Collateral Agent.
4. Holdings Pledge Agreement — Executed by Granite Peak NIH Holdings, LLC, pledging 100%
4. Holdings Pledge Agreement — Executed by Granite Peak NIH Holdings, LLC, pledging 100% of the equity interests in Nexford Industrial Holdings Inc.
5. Borrower Pledge Agreement — Executed by Nexford Industrial Holdings Inc., pledging 100
5. Borrower Pledge Agreement — Executed by Nexford Industrial Holdings Inc., pledging 100% of the equity interests in each of its direct domestic subsidiaries.
6. Subsidiary Pledge Agreements — Ten (10) separate pledge agreements, each executed by t
6. Subsidiary Pledge Agreements — Ten (10) separate pledge agreements, each executed by the applicable subsidiary Loan Party, pledging 100% of the equity interests in each subsidiary's direct subsidiaries, covering the following entities: (a) Nexford Precision Components, Inc. (b) Nexford Engineered Systems, LLC (c) Nexford Coatings & Surface Technologies, Inc. (d) Nexford Manufacturing Services, LLC (e) Nexford Prop
7. CFC Holdco Limited Pledge Agreement — Executed by Nexford International Holdings, Inc.
High
⚑ Uncapped liability exposure
7. CFC Holdco Limited Pledge Agreement — Executed by Nexford International Holdings, Inc., pledging (i) 65% of the issued and outstanding voting equity interests and (ii) 100% of the issued and outstanding non-voting equity interests of Nexford Canada Holdings ULC, a British Columbia unlimited liability company. 8. intellectual Property Security Agreement — Execution version, dated as of March 28, 2025, granting a se
9. Deposit Account Control Agreements — Executed by the Borrower and the applicable depos
9. Deposit Account Control Agreements — Executed by the Borrower and the applicable depository institutions with respect to the following deposit accounts: (a) Operating account at Crescent Harbor Bank, N.A. (account ending in -4471); (b) Operating account at Crescent Harbor Bank, N.A. (account ending in -4472); (c) Operating account at Redstone National Bank (account ending in -6633).
10. Securities Account Control Agreements — Executed by the applicable Loan Parties and t
10. Securities Account Control Agreements — Executed by the applicable Loan Parties and the securities intermediary with respect to securities accounts maintained at Crescent Harbor Bank, N.A. and other financial institutions, as applicable.
11. Intercompany Note — The master intercompany note, properly endorsed and pledged in fa
11. Intercompany Note — The master intercompany note, properly endorsed and pledged in favor of the Collateral Agent.
12. Intercreditor Agreement — Execution version, dated as of March 28, 2025, among Cresce
12. Intercreditor Agreement — Execution version, dated as of March 28, 2025, among Crescent Harbor Bank, N.A. as First Lien Collateral Agent, Pinnacle Trust Company as Unsecured Notes Trustee, and Nexford Industrial Holdings Inc. as Borrower (the "First Lien / Unsecured Intercreditor Agreement").
13. Closing Certificates, Officer's Certificates, and Secretary's Certificates — Includin
13. Closing Certificates, Officer's Certificates, and Secretary's Certificates — Including all closing certificates, officer's certificates certifying the incumbency and authority of the officers executing the transaction documents on behalf of each Loan Party, and secretary's certificates certifying the organizational documents, resolutions, and good standing of each Loan Party.
14. Solvency Certificate — Executed by the Chief Financial Officer of the Borrower as of
14. Solvency Certificate — Executed by the Chief Financial Officer of the Borrower as of the Closing Date.
15. Executed Legal Opinions — Including the following:
15. Executed Legal Opinions — Including the following: (a) Opinion of Calderwood & Harkness LLP (New York counsel to the Borrower and the Guarantors); (b) Opinion of Hargrove & Whitmore LLP (Illinois local counsel); (c) Opinion of Briarcliff Legal Group PA (South Carolina local counsel).
16. Stock Certificates and Undated Stock Powers — Original stock certificates representin
16. Stock Certificates and Undated Stock Powers — Original stock certificates representing the pledged equity interests in each corporate subsidiary, together with undated, irrevocable stock powers duly executed in blank by the applicable pledgor, for delivery to and possession by the Collateral Agent. Target for delivery of originals: March 31, 2025. We confirm that all items listed above have been either delivered
5. Flood Insurance Compliance
Standard
⚑ Commercial term
5. Flood Insurance Compliance Pursuant to Section 6.02(f) of the Credit Agreement and Paragraph 4 of the Post-Closing Letter, to the extent that any mortgaged property (or any portion thereof) is located in a Special Flood Hazard Area ("SFHA") as designated by the Federal Emergency Management Agency ("FEMA") on the applicable Flood Insurance Rate Map ("FIRM"), the Borrower is required to deliver evidence satisfactory
6. Survey Updates
6. Survey Updates Pursuant to Paragraph 5 of the Post-Closing Letter, if updated ALTA/NSPS land title surveys are required by the Title Commitments issued by Landmark Title Assurance Company for any of the four mortgaged properties — or if updated surveys are necessary to satisfy the survey-related requirements of the Collateral Agent or to obtain the ALTA 25.0 (Same as Survey) endorsement — the Borrower must arrange
7. Post-Closing Certificate
7. Post-Closing Certificate Pursuant to Paragraph 6 of the Post-Closing Letter, Nexford Industrial Holdings Inc., as Borrower, is required to deliver a Post-Closing Certificate to Crescent Harbor Bank, N.A., as Collateral Agent, certifying that (a) all Mortgages required to be delivered and recorded pursuant to the Post-Closing Letter have been duly executed, delivered, and recorded in the appropriate recording offic
8. New UCC-1 Financing Statement Confirmations
8. New UCC-1 Financing Statement Confirmations We note for the record that UCC-1 financing statements naming Crescent Harbor Bank, N.A. as Secured Party were filed on the Closing Date (March 28, 2025) in all required jurisdictions for each Loan Party debtor. These filings are necessary to perfect the security interest of the Collateral Agent in the personal property collateral of the Loan Parties under the Security A
9. IP Security Agreement Filings
9. IP Security Agreement Filings The intellectual Property Security Agreement, dated as of March 28, 2025, has been executed by the Loan Parties and delivered to the Collateral Agent. In order to perfect the security interest granted thereunder with respect to registered patents, trademarks, and copyrights, Calderwood & Harkness will file the necessary short-form security interest notices with the following offices:
10. Ongoing Compliance Obligations — Reminder
Medium
⚑ Notice / time limit to track
10. Ongoing Compliance Obligations — Reminder While not a post-closing deliverable per se, we believe it is helpful at this juncture to remind the Loan Parties of certain initial ongoing compliance obligations under the Credit Agreement that will take effect following the Closing Date. The following is not intended to be an exhaustive list of all covenants and obligations under the Credit Agreement; rather, it highli
11. Post-Closing Tracker
11. Post-Closing Tracker Calderwood & Harkness is maintaining a detailed Post-Closing Checklist and Tracker in the form of an Excel workbook (the "Tracker"), which provides a comprehensive, item-by-item listing of all post-closing obligations, responsible parties, applicable deadlines, and current status. The Tracker is being maintained by Sophie Tremblay of Calderwood & Harkness and will be updated regularly as item
12. Contact Information and Coordination
Standard
⚑ Commercial term
12. Contact Information and Coordination For questions regarding any of the post-closing matters described in this letter, please do not hesitate to contact the following members of the Calderwood & Harkness deal team: Claudia Merritt, Responsible Partner Calderwood & Harkness LLP 425 Lexington Avenue, New York, NY 10017 Telephone: (212) 558-4127 Email: claudia.merritt@calderwoodharkness.com Marcus Leung, Lead Associ
1. Post-Closing Checklist and Tracker (Excel workbook dated March 31, 2025) — provided un
1. Post-Closing Checklist and Tracker (Excel workbook dated March 31, 2025) — provided under separate cover
2. Mortgage Recording Cover Letters and Filing Instructions — to follow in April 2025
2. Mortgage Recording Cover Letters and Filing Instructions — to follow in April 2025
3. Copies of filed UCC-3 Termination Statements (Atlas Meridian Bank, N.A. liens) — enclo
Medium
⚑ Confidentiality undertaking
3. Copies of filed UCC-3 Termination Statements (Atlas Meridian Bank, N.A. liens) — enclosed Distribution: cc: Michelle Kaplan, Chief Financial Officer, Nexford Industrial Holdings Inc. cc: Priya Mehta, Vice President, Treasury & Corporate Finance, Nexford Industrial Holdings Inc. cc: Ryan Ostrowski, Principal, Granite Peak Capital Partners, LP cc: Patricia Voss, Kellner Brandt & Associates LLP cc: Margaret Ashby, Wh