1005-00001 · Nexford Industrial Holdings · Closing

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RESOLUTIONS OF THE BOARD OF DIRECTORS OF NEXFORD INDUSTRIAL HOLDINGS INC.

Adopted by Unanimous Written Consent in Lieu of a Special Meeting

Effective as of January 13, 2025

The undersigned, being all of the members of the Board of Directors (the "Board") of Nexford Industrial Holdings Inc., a corporation organized and existing under the laws of the State of Delaware (Delaware Secretary of State File Number 5765432; Federal Employer Identification Number 36-4178552), with its principal office located at 1400 Industrial Parkway, Schaumburg, Illinois 60173 (the "Company"), acting pursuant to Section 141(f) of the General Corporation Law of the State of Delaware (the "DGCL"), which permits any action required or permitted to be taken at a meeting of the board of directors to be taken without a meeting if all members of the board consent thereto in writing, and in accordance with the Certificate of Incorporation and Bylaws of the Company, as each may have been amended and restated to date, do hereby adopt the following recitals and resolutions by unanimous written consent, effective as of January 13, 2025, without the necessity of convening a formal meeting of the Board:

RECITALS

WHEREAS, Nexford Industrial Holdings Inc. ("Nexford" or the "Company") is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, operating as a diversified industrials and specialty manufacturing platform with operations across precision components, engineered systems, coatings and surface technologies, manufacturing services, and specialty fabrication;

WHEREAS, the Company is a direct wholly-owned subsidiary of Granite Peak NIH Holdings, LLC, a Delaware limited liability company ("Holdings"), which is the sole stockholder of the Company and the direct holder of 100% of the issued and outstanding shares of the Company's common stock;

WHEREAS, Holdings is ultimately controlled by Granite Peak Capital Partners, LP ("Granite Peak"), a private equity firm, through its affiliates Granite Peak Capital Fund IV, LP, which holds approximately 92% of the membership interests in Holdings, and GP Fund IV Co-Invest, LP, which holds approximately 8% of the membership interests in Holdings;

WHEREAS, the Company is currently party to that certain Credit Agreement dated as of June 14, 2019 (as amended, restated, supplemented, or otherwise modified from time to time prior to the date hereof), among the Company, as Borrower, the Guarantors party thereto from time to time, Atlas Meridian Bank, N.A., as Administrative Agent and Collateral Agent, and the several banks, financial institutions, and other entities from time to time party thereto as Lenders, as amended by that certain First Amendment to Credit Agreement dated as of March 20, 2020, that certain Second Amendment to Credit Agreement dated as of November 8, 2021, that certain Third Amendment to Credit Agreement dated as of April 15, 2023, and that certain Fourth Amendment to Credit Agreement dated as of September 12, 2024 (as so amended, the "Existing Credit Agreement");

WHEREAS, under the Existing Credit Agreement, the Company currently has outstanding (i) an $875,000,000 aggregate principal amount first lien term loan facility (scheduled maturity date: June 14, 2026) and (ii) a $190,000,000 revolving credit facility (scheduled maturity date: June 14, 2025), which revolving credit facility is currently undrawn and has no outstanding letters of credit issued thereunder;

WHEREAS, the Company is also the issuer under that certain Indenture dated as of November 8, 2021 (the "Existing Indenture"), among the Company, as Issuer, the Guarantors party thereto, and Pinnacle Trust Company, as Trustee and Paying Agent, relating to $250,000,000 aggregate principal amount of 7.250% Senior Unsecured Notes due 2028 (the "Senior Unsecured Notes"), which Senior Unsecured Notes are not being refinanced, redeemed, repurchased, or otherwise retired in connection with the transactions described in these resolutions and will remain outstanding following the consummation of the transactions contemplated hereby;

WHEREAS, the Board has been presented with, and has carefully reviewed, a proposal for the Company to enter into a new senior secured first lien Term Loan B credit facility in an aggregate principal amount of $1,400,000,000 (the "Term Loan B Facility"), the key terms of which are described below;

WHEREAS, Crescent Harbor Bank, N.A. ("Crescent Harbor"), with its principal office at 320 Federal Street, Boston, Massachusetts 02110, will serve as sole lead left arranger, sole bookrunner, administrative agent, and collateral agent for the Term Loan B Facility, and Ironwood Capital Markets, LLC and Northvane Securities, Inc. will serve as joint lead arrangers;

WHEREAS, the proceeds of the Term Loan B Facility will be used to: (i) refinance in full the existing first lien term loan under the Existing Credit Agreement, the estimated payoff amount of which is $879,375,000, consisting of $875,000,000 in outstanding principal plus approximately $4,375,000 in accrued and unpaid interest calculated through the anticipated closing date; (ii) terminate the existing revolving credit facility under the Existing Credit Agreement, which is currently undrawn; (iii) fund a dividend payment of approximately $335,000,000 to Holdings, and thence to the equity holders of Holdings, in connection with a dividend recapitalization of the Company; (iv) pay transaction fees and expenses of approximately $38,625,000 as described herein; and (v) retain approximately $147,000,000 as cash on the Company's balance sheet for general corporate purposes;

WHEREAS, the Term Loan B Facility will have the following material terms:

(a) Facility Amount: $1,400,000,000 in aggregate principal amount;

(b) Maturity: Seven (7) years from the date of closing, resulting in an anticipated maturity date of March 28, 2032;

(c) Interest Rate: Term SOFR plus 400 basis points per annum, subject to a SOFR floor of 0.75%, with SOFR credit spread adjustments of 10 basis points for one-month Term SOFR interest periods and 15 basis points for three-month Term SOFR interest periods;

(d) Default Rate: An additional 200 basis points above the otherwise applicable interest rate during the continuance of any event of default;

(e) Amortization: 1.00% per annum of original principal amount, payable in equal quarterly installments of $3,500,000 each, with the remaining balance due at maturity;

(f) Original Issue discount: 50 basis points (issue price of 99.50%), amounting to $7,000,000;

(g) Arrangement Fee: 50 basis points payable to Crescent Harbor ($7,000,000);

(h) Upfront Fee: 100 basis points payable to participating lenders at closing;

(i) Voluntary Prepayment: Permitted at par at any time, subject to a 101 soft call premium applicable to repricing transactions consummated within the first six (6) months after the closing date;

(j) Mandatory Prepayments: Required from (1) excess cash flow (50% of excess cash flow when the first lien net leverage ratio exceeds 4.25x, stepping down to 25% when the first lien net leverage ratio is at or below 4.25x, and to 0% when the first lien net leverage ratio is at or below 3.50x); (2) asset sales (100% of net cash proceeds, subject to customary reinvestment rights over a 365-day period (extended to 545 days if the Company has entered into a binding commitment to reinvest within the initial 365-day period) and a $25,000,000 annual de minimis basket); (3) the incurrence of indebtedness not permitted under the credit agreement; and (4) insurance and condemnation proceeds (subject to reinvestment rights);

(k) Springing Financial Covenant: Maximum first lien net leverage ratio of 5.00 to 1.00, tested on the last day of each fiscal quarter, but only when aggregate revolving borrowings under any revolving credit facility (if any) exceed 40% of total revolving commitments as of such test date;

(l) Most Favored Nation Protection: A 50 basis point threshold applicable to incremental term loans incurred within twelve (12) months following the closing date;

(m) Change of Control: Triggered upon (i) the acquisition by any person or group (other than Granite Peak and its controlled affiliates) of more than 35% of the total voting equity interests of Holdings, (ii) the Company ceasing to be a direct wholly-owned subsidiary of Holdings, or (iii) a "change of control" as defined under the Existing Indenture;

(n) Pro Forma Leverage: Pro forma first lien net leverage at closing of approximately 3.38x, calculated as ($1,400,000,000 less $100,000,000 in pro forma unrestricted cash) divided by $385,000,000 in LTM Adjusted EBITDA; and pro forma total net leverage at closing of approximately 4.03x, calculated as ($1,400,000,000 plus $250,000,000 in Senior Unsecured Notes less $100,000,000 in pro forma unrestricted cash) divided by $385,000,000 in LTM Adjusted EBITDA;

(o) Negative Covenants: Customary for institutional Term Loan B transactions, including limitations on indebtedness, liens, restricted payments, investments, asset dispositions, transactions with affiliates, fundamental changes, and other customary restrictions;

(p) Incremental Facility: A free-and-clear incremental capacity of the greater of $280,000,000 and 100% of LTM Adjusted EBITDA, plus unlimited additional amounts subject to pro forma compliance with a 4.50 to 1.00 first lien net leverage ratio (on a pro forma basis after giving effect to the incurrence thereof and the application of proceeds);

(q) Restricted Payments: Permitted pursuant to a builder basket equal to 50% of cumulative consolidated net income accruing from the first day of the first fiscal quarter ending after the closing date, plus a $50,000,000 starter amount, plus a $25,000,000 annual general basket, plus unlimited restricted payments subject to pro forma compliance with a total net leverage ratio of 3.75 to 1.00; and

(r) Governing Law: The laws of the State of New York (without regard to conflicts of laws principles other than Sections 5-1401 and 5-1402 of the New York General Obligations Law);

WHEREAS, the Term Loan B Facility will be guaranteed by Holdings and each existing and future direct and indirect domestic restricted subsidiary of the Company (collectively, the "Subsidiary Guarantors"), which Subsidiary Guarantors currently number eleven (11) entities, as follows:

(i) Nexford Precision Components, Inc.;

(ii) Nexford Engineered Systems, LLC;

(iii) Nexford Coatings & Surface Technologies, Inc.;

(iv) Nexford Manufacturing Services, LLC;

(v) Nexford Properties, LLC;

(vi) Nexford International Holdings, Inc. (a controlled foreign corporation holding company, with pledge limited to 65% of voting equity and 100% of non-voting equity of its first-tier foreign subsidiaries);

(vii) Clearfield Tool & Die, Inc.;

(viii) Summit Industrial Fabrication Co.;

(ix) Ridgepoint Specialty Coatings, LLC;

(x) Lakeshore Precision Engineering, Inc.; and

(xi) Granite Peak NIH Holdings, LLC (as parent guarantor);

WHEREAS, the Term Loan B Facility will be secured by a first-priority lien on and security interest in substantially all assets of the Company and each Guarantor, including, without limitation, (a) 100% of the equity interests in each direct domestic subsidiary, (b) 65% of the voting equity interests and 100% of the non-voting equity interests in first-tier foreign subsidiaries (including, without limitation, Nexford Canada Holdings ULC), (c) accounts receivable, (d) inventory, (e) equipment, (f) intellectual property (including patents, trademarks, copyrights, and trade secrets), (g) deposit accounts and securities accounts (subject to control agreements), (h) general intangibles, (i) owned real property with a fair market value in excess of $10,000,000, and (j) material intercompany notes;

WHEREAS, the following owned real properties of the Company and its subsidiaries will be mortgaged as collateral for the Term Loan B Facility, with mortgages to be delivered post-closing no later than April 30, 2025:

(1) 1400 Industrial Parkway, Schaumburg, Illinois 60173 (Cook County), appraised value: $85,000,000;

(2) 2750 Commerce Drive, Rockford, Illinois 61109 (Winnebago County), appraised value: $42,000,000;

(3) 600 Manufacturers Row, Greenville, South Carolina 29607 (Greenville County), appraised value: $38,000,000; and

(4) 9100 Westpark Industrial Boulevard, Houston, Texas 77063 (Harris County), appraised value: $28,000,000;

resulting in total appraised real property collateral of $193,000,000;

WHEREAS, a First Lien/Unsecured Intercreditor Agreement will be entered into between Crescent Harbor, in its capacity as first lien collateral agent under the New Credit Agreement (as defined below), and Pinnacle Trust Company, in its capacity as trustee for the holders of the Senior Unsecured Notes under the Existing Indenture, governing the relative rights of the secured creditors and unsecured noteholders with respect to the collateral, exercise of remedies, and related matters;

WHEREAS, the Board has been presented with, or has been apprised of the material terms and conditions of, the following documents and instruments (collectively, the "Transaction Documents"):

(a) Credit Agreement (the "New Credit Agreement") to be entered into among the Company, as Borrower, the Guarantors party thereto, Crescent Harbor, as Administrative Agent and Collateral Agent, and the Lenders party thereto from time to time;

(b) Guarantee Agreement to be entered into among the Guarantors and Crescent Harbor, as Collateral Agent;

(c) Security Agreement (personal property) to be entered into among the Company, the Guarantors, and Crescent Harbor, as Collateral Agent;

(d) Holdings Pledge Agreement pursuant to which Holdings will pledge 100% of the equity interests in the Company to Crescent Harbor, as Collateral Agent;

(e) Borrower Pledge Agreement pursuant to which the Company will pledge 100% of the equity interests in each of its direct domestic subsidiaries and 65% of the voting equity interests and 100% of the non-voting equity interests in its first-tier foreign subsidiaries to Crescent Harbor, as Collateral Agent;

(f) Subsidiary Pledge Agreements pursuant to which the Subsidiary Guarantors will pledge 100% of the equity interests in lower-tier domestic subsidiaries to Crescent Harbor, as Collateral Agent;

(g) CFC Holdco Limited Pledge Agreement pursuant to which Nexford International Holdings, Inc. will pledge 65% of the voting equity interests and 100% of the non-voting equity interests in Nexford Canada Holdings ULC to Crescent Harbor, as Collateral Agent;

(h) intellectual Property Security Agreement to be entered into among the Company, the Guarantors (to the extent holders of registerable intellectual property), and Crescent Harbor, as Collateral Agent;

(i) Deposit Account Control Agreements with the depository institutions at which the Company and the Guarantors maintain deposit accounts;

(j) Securities Account Control Agreements with the securities intermediaries at which the Company and the Guarantors maintain securities accounts;

(k) Intercompany Notes evidencing material intercompany loans, endorsed and pledged to Crescent Harbor, as Collateral Agent;

(l) Mortgages, Assignments of Leases and Rents, Security Agreements, and Fixture Filings with respect to each of the four mortgaged properties identified in the recitals above;

(m) First Lien/Unsecured Intercreditor Agreement between Crescent Harbor, as First Lien Collateral Agent, and Pinnacle Trust Company, as Unsecured Notes Trustee;

(n) UCC-1 Financing Statements to be filed with the Secretaries of State or equivalent filing offices in the States of Delaware, Illinois, Pennsylvania, South Carolina, Texas, and Michigan, naming the Company and its applicable subsidiaries as debtors and Crescent Harbor, as Collateral Agent, as secured party;

(o) Payoff letter and irrevocable lien release authorization from Atlas Meridian Bank, N.A. in its capacity as administrative agent and collateral agent under the Existing Credit Agreement;

(p) Funds flow memorandum setting forth the application of loan proceeds and related wire transfer instructions;

(q) Closing certificates, officer's certificates, solvency certificate (to be delivered by the Chief Financial Officer of the Company), secretary's certificates, compliance certificates (including pro forma compliance certificates), and related deliverables;

(r) Opinion back-up certificates to be delivered in connection with legal opinions to be issued by borrower's counsel and local counsel; and

(s) All other ancillary documents, instruments, certificates, agreements, schedules, exhibits, and attachments related to the foregoing as may be required by the New Credit Agreement or reasonably requested by Crescent Harbor or its counsel;

WHEREAS, Calderwood & Harkness LLP, with offices at 425 Lexington Avenue, New York, New York 10017 (responsible partner: Claudia Merritt; billing partner: Ian Blackwood), is serving as counsel to the Company in connection with the transactions contemplated by these resolutions;

WHEREAS, Stonebridge Advisory Group, LLC, with offices at 277 Park Avenue, New York, New York 10172 (Managing Director: Andrew Castellano), is serving as financial advisor to the Company in connection with the transactions contemplated by these resolutions;

WHEREAS, Kellner Brandt & Associates LLP, with offices at 900 Third Avenue, New York, New York 10022 (lead partner: Patricia Voss), is serving as counsel to Granite Peak in its capacity as the controlling stockholder of Holdings in connection with the transactions contemplated by these resolutions;

WHEREAS, the Board has carefully considered the terms and conditions of the proposed transactions and the Transaction Documents, including the financial terms of the Term Loan B Facility, the security and guarantee package, the intercreditor arrangement, the use of proceeds, and the economic impact of the dividend recapitalization on the Company's capital structure, liquidity position, and ongoing operations;

WHEREAS, the Board has reviewed the Company's current financial position, including LTM revenue of approximately $2,100,000,000, LTM Adjusted EBITDA of approximately $385,000,000 (consisting of $357,000,000 in reported EBITDA plus $28,000,000 in permitted adjustments and add-backs), and LTM capital expenditures of approximately $78,000,000, and has considered the Company's projected financial performance and ability to service the indebtedness to be incurred under the Term Loan B Facility;

WHEREAS, the Board has received confirmation that the board of directors (or equivalent governing body) of Granite Peak Capital Partners, LP, in its capacity as the ultimate controlling person of Holdings, approved the dividend recapitalization on January 6, 2025; and

WHEREAS, after due consideration, the Board has determined that it is in the best interests of the Company and its sole stockholder, Holdings, to authorize and approve (i) the refinancing of the existing indebtedness under the Existing Credit Agreement, (ii) the entry into the Term Loan B Facility on the terms described herein, (iii) the dividend recapitalization and the payment of the dividend to Holdings, (iv) the execution and delivery of the Transaction Documents, and (v) the payment of all fees and expenses in connection therewith.

RESOLUTIONS

NOW, THEREFORE, BE IT RESOLVED, as follows:

1. Authorization of the Refinancing and Dividend Recapitalization

RESOLVED, that the refinancing of the Company's existing first lien term loan and revolving credit facility under the Existing Credit Agreement with Atlas Meridian Bank, N.A., as Administrative Agent and Collateral Agent, and the entry by the Company into the $1,400,000,000 Term Loan B Facility with Crescent Harbor, as Administrative Agent and Collateral Agent, on the terms and conditions substantially as described in the recitals hereto, is hereby authorized, approved, adopted, and ratified in all respects.

RESOLVED FURTHER, that the dividend payment of approximately $335,000,000 to Granite Peak NIH Holdings, LLC, as the sole stockholder of the Company, and thence to the equity holders of Holdings, in connection with the dividend recapitalization of the Company, is hereby authorized and approved in all respects, and the officers of the Company are hereby authorized and directed to take all actions necessary or appropriate to effectuate such dividend payment upon the closing of the Term Loan B Facility.

RESOLVED FURTHER, that the payment of transaction fees and expenses in the aggregate estimated amount of approximately $38,625,000, including without limitation (a) the arrangement fee of $7,000,000 payable to Crescent Harbor, (b) the original issue discount of $7,000,000, (c) upfront fees payable to participating lenders, and (d) approximately $24,625,000 in legal fees, financial advisory fees, title and survey costs, recording fees, filing fees, and other transaction-related costs and expenses, is hereby authorized and approved, and the officers of the Company are hereby authorized and directed to pay or cause to be paid all such fees and expenses in accordance with the funds flow memorandum.

2. Authorization of the Credit Agreement

RESOLVED, that the Company is hereby authorized to enter into the New Credit Agreement with Crescent Harbor, as Administrative Agent and Collateral Agent, the Guarantors, and the Lenders party thereto, in substantially the form presented to the Board, or with such changes, modifications, amendments, or supplements as the Authorized Officers (as defined below) shall approve in their discretion, such approval to be conclusively evidenced by the execution and delivery thereof by any Authorized Officer, providing for the $1,400,000,000 Term Loan B Facility on the terms and conditions substantially as described in the recitals hereto, and that each Authorized Officer is hereby authorized and directed to execute and deliver the New Credit Agreement and all exhibits, schedules, annexes, and ancillary documents related thereto on behalf of the Company.

3. Authorization of the Security and Guarantee Documents

RESOLVED, that the Company is hereby authorized to enter into the Guarantee Agreement, Security Agreement, Borrower Pledge Agreement, intellectual Property Security Agreement, Deposit Account Control Agreements, Securities Account Control Agreements, and each other collateral and security document contemplated by or required under the New Credit Agreement (collectively with the New Credit Agreement and the other Transaction Documents, the "Loan Documents"), and to grant to Crescent Harbor, as Collateral Agent for the benefit of the Secured Parties (as defined in the New Credit Agreement), first-priority liens on and security interests in substantially all of the assets of the Company, as more particularly described in the applicable Loan Documents.

RESOLVED FURTHER, that the Company is hereby authorized to pledge, and to cause its applicable subsidiaries to pledge, (a) 100% of the equity interests in each of its direct and indirect domestic subsidiaries, and (b) 65% of the voting equity interests and 100% of the non-voting equity interests in Nexford Canada Holdings ULC (through Nexford International Holdings, Inc., as the CFC holding company), in each case to Crescent Harbor, as Collateral Agent, pursuant to the Borrower Pledge Agreement, Subsidiary Pledge Agreements, and CFC Holdco Limited Pledge Agreement, as applicable.

4. Authorization of the Intercreditor Agreement

RESOLVED, that the Company is hereby authorized to enter into, and to cause its applicable subsidiaries to acknowledge and agree to be bound by, the First Lien/Unsecured Intercreditor Agreement between Crescent Harbor, in its capacity as First Lien Collateral Agent under the New Credit Agreement, and Pinnacle Trust Company, in its capacity as Trustee for the holders of the Senior Unsecured Notes under the Existing Indenture, governing the relative rights, priorities, and remedies of the first lien secured creditors and the unsecured noteholders, and each Authorized Officer is hereby authorized and directed to execute and deliver such intercreditor agreement on behalf of the Company and to take all actions necessary or appropriate in connection therewith.

5. Authorization of the Mortgages

RESOLVED, that the Company, and each of its applicable subsidiaries that owns any of the mortgaged properties, is hereby authorized to execute, deliver, and cause to be recorded in the applicable county recording offices, mortgages, deeds of trust, assignments of leases and rents, security agreements, and fixture filings (collectively, the "Mortgages") with respect to each of the following owned real properties:

(a) 1400 Industrial Parkway, Schaumburg, Illinois 60173, to be recorded in Cook County, Illinois;

(b) 2750 Commerce Drive, Rockford, Illinois 61109, to be recorded in Winnebago County, Illinois;

(d) 9100 Westpark Industrial Boulevard, Houston, Texas 77063, to be recorded in Harris County, Texas;

and to pay all recording fees, transfer taxes (if any), title insurance premiums, and related costs in connection therewith. The Authorized Officers are further authorized and directed to deliver such Mortgages on or before April 30, 2025, in accordance with the post-closing obligations set forth in the New Credit Agreement.

6. Authorization of UCC Filings

RESOLVED, that the Company is hereby authorized to execute and file, or to authorize Crescent Harbor or its counsel to file on behalf of the Company, UCC-1 Financing Statements and any amendments, continuations, or supplements thereto, with the Secretaries of State or equivalent filing offices in the States of Delaware, Illinois, Pennsylvania, South Carolina, Texas, and Michigan, naming the Company and its applicable subsidiaries as debtors and Crescent Harbor, as Collateral Agent, as secured party, and to take all actions necessary to perfect the security interests granted under the Loan Documents.

7. Authorization of Payoff and Lien Release

RESOLVED, that the officers of the Company are hereby authorized and directed to take all actions necessary, appropriate, or desirable to effect the repayment in full of all outstanding indebtedness under the Existing Credit Agreement (estimated payoff amount: $879,375,000, consisting of $875,000,000 in outstanding principal plus approximately $4,375,000 in accrued and unpaid interest), the permanent termination of all commitments and obligations thereunder (including the termination of the $190,000,000 revolving credit facility), and the release of all liens, security interests, mortgages, pledges, and other encumbrances granted in favor of Atlas Meridian Bank, N.A. and the secured parties under the Existing Credit Agreement, including without limitation the execution and delivery of any and all payoff letters, irrevocable lien release authorizations, directions to file UCC-3 Termination Statements, mortgage discharge or satisfaction instruments, releases of deposit account and securities account control agreements, and any other documents or instruments necessary to evidence the full and final satisfaction and discharge of all obligations under the Existing Credit Agreement.

8. Authorization of Funds Flow

RESOLVED, that the officers of the Company are hereby authorized and directed to approve and execute the Funds Flow Memorandum and related wire transfer instructions directing the application of the $1,400,000,000 in gross loan proceeds as follows:

(a) $879,375,000 to Atlas Meridian Bank, N.A., as administrative agent under the Existing Credit Agreement, in full repayment of all outstanding indebtedness thereunder;

(b) approximately $335,000,000 to Granite Peak NIH Holdings, LLC, in respect of the dividend payment to Holdings;

(c) approximately $38,625,000 in payment of transaction fees and expenses to the applicable payees as set forth in the Funds Flow Memorandum; and

(d) the balance of approximately $147,000,000 to be retained by the Company as cash on its balance sheet for general corporate purposes;

and to execute and deliver any and all wire transfer instructions, direction letters, and related documents necessary to effectuate such application of proceeds.

9. Authorization of Certificates and Deliverables

RESOLVED, that each Authorized Officer is hereby authorized and directed to execute, deliver, and certify, on behalf of the Company, all closing certificates, officer's certificates, solvency certificates, secretary's certificates, pro forma compliance certificates, use of proceeds compliance certificates (including, without limitation, certifications regarding (a) compliance with sanctions laws and regulations administered by the Office of Foreign Assets Control of the United States Department of the Treasury ("OFAC"), (b) compliance with the Foreign Corrupt Practices Act of 1977, as amended, and other applicable anti-corruption laws and regulations, and (c) compliance with the USA PATRIOT Act and other applicable anti-money laundering laws and regulations), opinion back-up certificates, good standing certificates, certified copies of organizational documents, and any other certificates, instruments, or documents required by the New Credit Agreement, the Loan Documents, or Crescent Harbor (or its counsel) in connection with the closing of the Term Loan B Facility, and any such Authorized Officer is further authorized to make such representations, warranties, and certifications on behalf of the Company as may be required by any of the foregoing.

10. Designation of Authorized Officers

RESOLVED, that each of the following persons is hereby designated as an "Authorized Officer" for purposes of these resolutions, and each is hereby authorized, empowered, and directed to execute and deliver, on behalf of the Company, the Transaction Documents and any and all other documents, instruments, agreements, certificates, notices, consents, approvals, directions, and communications as such Authorized Officer may deem necessary, appropriate, or advisable in connection with the transactions authorized by these resolutions, with full power and authority to bind the Company:

Any one of the foregoing Authorized Officers, acting alone and without the joinder of any other officer or director, shall have full power and authority to bind the Company with respect to any and all matters contemplated by these resolutions.

11. Engagement of Advisors

RESOLVED, that the engagement of the following professional advisors in connection with the transactions contemplated by these resolutions is hereby ratified, confirmed, and approved in all respects:

(a) Calderwood & Harkness LLP, 425 Lexington Avenue, New York, New York 10017, as counsel to the Company (responsible partner: Claudia Merritt; billing partner: Ian Blackwood);

(b) Stonebridge Advisory Group, LLC, 277 Park Avenue, New York, New York 10172, as financial advisor to the Company (Managing Director: Andrew Castellano);

(d) Briarcliff Legal Group PA, as Delaware local counsel, engaged at the direction of Calderwood & Harkness LLP;

and the officers of the Company are authorized to execute and deliver engagement letters, fee arrangements, indemnification agreements, and related documents with each of the foregoing advisors.

12. Ratification of Prior Actions

RESOLVED, that all actions heretofore taken by any officer or director of the Company in connection with or in furtherance of the transactions contemplated by these resolutions, including without limitation (a) the negotiation, execution, and delivery of the commitment letter with Crescent Harbor dated as of February 14, 2025, (b) the negotiation, execution, and delivery of the fee letter with Crescent Harbor dated as of February 18, 2025, (c) the negotiation, execution, and delivery of the mandate letter dated as of January 27, 2025, (d) all communications with potential lenders and syndicate participants, (e) the preparation and distribution of confidential information memoranda and lender presentations, (f) the engagement of advisors and consultants, and (g) all other preliminary actions taken in anticipation of the transactions contemplated hereby, are hereby ratified, confirmed, and approved in all respects, and any such actions shall be deemed to have been taken with the full authority and approval of the Board.

13. General Authority

RESOLVED, that each Authorized Officer is hereby authorized, empowered, and directed to take or cause to be taken any and all such further actions, and to execute, deliver, acknowledge, file, record, and publish any and all such further documents, instruments, certificates, agreements, filings, notices, consents, approvals, and communications, in the name and on behalf of the Company, as such Authorized Officer may determine, in his or her sole discretion, to be necessary, appropriate, or desirable to fully carry out the intent, purposes, and objectives of the foregoing resolutions, the execution and delivery of any such document or the taking of any such action to be conclusive evidence of the determination by such Authorized Officer that such document or action was necessary, appropriate, or desirable, and no further approval, resolution, or authorization of the Board shall be required with respect thereto.

RESOLVED FURTHER, that these resolutions shall remain in full force and effect until expressly modified, amended, rescinded, or revoked by a subsequent resolution duly adopted by the Board of Directors of the Company.

SECRETARY'S CERTIFICATION

I, David Engstrom, hereby certify that I am the duly appointed General Counsel and Corporate Secretary of Nexford Industrial Holdings Inc., a Delaware corporation (the "Company"), and in such capacity, I do hereby certify, as of March 28, 2025 (the "Closing Date"), as follows:

1. The foregoing is a true, correct, and complete copy of the resolutions (the "Resolutions") adopted by the unanimous written consent of all members of the Board of Directors of the Company, effective as of January 13, 2025, in lieu of a special meeting of the Board of Directors, pursuant to Section 141(f) of the General Corporation Law of the State of Delaware and the Certificate of Incorporation and Bylaws of the Company.

2. The Resolutions have not been amended, modified, supplemented, rescinded, or revoked in any respect, and remain in full force and effect as of the date hereof.

3. The Board of Directors of the Company is duly constituted, and each member of the Board of Directors who consented to the Resolutions was, on the date of adoption thereof, a duly elected or appointed member of the Board of Directors of the Company, qualified to act in such capacity and entitled to vote on the matters set forth in the Resolutions.

4. The adoption of the Resolutions by unanimous written consent in lieu of a meeting was taken in accordance with the Certificate of Incorporation and Bylaws of the Company and the General Corporation Law of the State of Delaware, and all requisite corporate actions have been duly taken to authorize the transactions contemplated by the Resolutions.

5. No proceedings for the dissolution, liquidation, or winding up of the Company, whether voluntary or involuntary, have been commenced, and no petition in bankruptcy has been filed by or against the Company under any applicable federal or state bankruptcy or insolvency law.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the Company as of March 28, 2025.

NEXFORD INDUSTRIAL HOLDINGS INC.

By: ________

Name: David Engstrom

Title: General Counsel & Corporate Secretary

Date: March 28, 2025

[Corporate Seal]

INCUMBENCY CERTIFICATE

I, David Engstrom, General Counsel and Corporate Secretary of Nexford Industrial Holdings Inc., a Delaware corporation (the "Company"), do hereby certify, as of March 28, 2025, that each of the persons listed below is a duly elected or appointed officer of the Company, holds the office and title set forth opposite such person's name, is authorized to act in such capacity on behalf of the Company, and the signature set forth opposite each such person's name is the genuine signature of such person:

I further certify that each of the above-named persons has been duly authorized, pursuant to the Resolutions of the Board of Directors adopted effective January 13, 2025, to execute and deliver, on behalf of the Company, the Transaction Documents and all other documents, instruments, agreements, certificates, and notices in connection with the transactions described therein, and that any one of such persons, acting alone, is authorized to bind the Company with respect to all such matters.

IN WITNESS WHEREOF, I have hereunto set my hand as of March 28, 2025.

By: ________

Name: David Engstrom

Title: General Counsel & Corporate Secretary

Nexford Industrial Holdings Inc.

Date: March 28, 2025

CONSENT OF THE BOARD OF DIRECTORS

The undersigned, being all of the members of the Board of Directors of Nexford Industrial Holdings Inc., a Delaware corporation (the "Company"), including directors designated by Granite Peak Capital Partners, LP, as the controlling stockholder of the Company through Granite Peak NIH Holdings, LLC, do hereby consent to the adoption of the foregoing Resolutions by unanimous written consent in lieu of a meeting, effective as of January 13, 2025, pursuant to Section 141(f) of the General Corporation Law of the State of Delaware and the Certificate of Incorporation and Bylaws of the Company.

This consent may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this consent by facsimile transmission, electronic mail in PDF format, or other electronic transmission shall be equally as effective as delivery of an original executed counterpart.

________________________________________

Name: James Thornton

Title: Director

Date: January 13, 2025

________________________________________

Name: Robert Hargrove

Title: Director (Granite Peak Designee)

Date: January 13, 2025

________________________________________

Name: Catherine Aldrich

Title: Director (Granite Peak Designee)

Date: January 13, 2025

________________________________________

Name: William Chen

Title: Director (Granite Peak Designee)

Date: January 13, 2025

________________________________________

Name: Margaret Sullivan

Title: Director

Date: January 13, 2025

Name	Title
James Thornton	Chief Executive Officer
Michelle Kaplan	Chief Financial Officer
David Engstrom	General Counsel & Corporate Secretary
Priya Mehta	Vice President, Treasury & Corporate Finance
Name	Title	Specimen Signature
James Thornton	Chief Executive Officer	________
Michelle Kaplan	Chief Financial Officer	________
David Engstrom	General Counsel & Corporate Secretary	________
Priya Mehta	Vice President, Treasury & Corporate Finance	________

RESOLUTIONS OF THE BOARD OF DIRECTORS OF NEXFORD INDUSTRIAL HOLDINGS INC.
Adopted by Unanimous Written Consent in Lieu of a Special Meeting
Effective as of January 13, 2025
The undersigned, being all of the members of the Board of Directors (the "Board") of Nexford Industrial Holdings Inc., a corporation organized and existing under the laws of the State of Delaware (Delaware Secretary of State File Number 5765432; Federal Employer Identification Number 36-4178552), with its principal office located at 1400 Industrial Parkway, Schaumburg, Illinois 60173 (the "Company"), acting pursuant to Section 141(f) of the General Corporation Law of the State of Delaware (the "DGCL"), which permits any action required or permitted to be taken at a meeting of the board of directors to be taken without a meeting if all members of the board consent thereto in writing, and in accordance with the Certificate of Incorporation and Bylaws of the Company, as each may have been amended and restated to date, do hereby adopt the following recitals and resolutions by unanimous written consent, effective as of January 13, 2025, without the necessity of convening a formal meeting of the Board:
RECITALS
WHEREAS, Nexford Industrial Holdings Inc. ("Nexford" or the "Company") is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, operating as a diversified industrials and specialty manufacturing platform with operations across precision components, engineered systems, coatings and surface technologies, manufacturing services, and specialty fabrication;
WHEREAS, the Company is a direct wholly-owned subsidiary of Granite Peak NIH Holdings, LLC, a Delaware limited liability company ("Holdings"), which is the sole stockholder of the Company and the direct holder of 100% of the issued and outstanding shares of the Company's common stock;
WHEREAS, Holdings is ultimately controlled by Granite Peak Capital Partners, LP ("Granite Peak"), a private equity firm, through its affiliates Granite Peak Capital Fund IV, LP, which holds approximately 92% of the membership interests in Holdings, and GP Fund IV Co-Invest, LP, which holds approximately 8% of the membership interests in Holdings;
WHEREAS, the Company is currently party to that certain Credit Agreement dated as of June 14, 2019 (as amended, restated, supplemented, or otherwise modified from time to time prior to the date hereof), among the Company, as Borrower, the Guarantors party thereto from time to time, Atlas Meridian Bank, N.A., as Administrative Agent and Collateral Agent, and the several banks, financial institutions, and other entities from time to time party thereto as Lenders, as amended by that certain First Amendment to Credit Agreement dated as of March 20, 2020, that certain Second Amendment to Credit Agreement dated as of November 8, 2021, that certain Third Amendment to Credit Agreement dated as of April 15, 2023, and that certain Fourth Amendment to Credit Agreement dated as of September 12, 2024 (as so amended, the "Existing Credit Agreement");
WHEREAS, under the Existing Credit Agreement, the Company currently has outstanding (i) an $875,000,000 aggregate principal amount first lien term loan facility (scheduled maturity date: June 14, 2026) and (ii) a $190,000,000 revolving credit facility (scheduled maturity date: June 14, 2025), which revolving credit facility is currently undrawn and has no outstanding letters of credit issued thereunder;
WHEREAS, the Company is also the issuer under that certain Indenture dated as of November 8, 2021 (the "Existing Indenture"), among the Company, as Issuer, the Guarantors party thereto, and Pinnacle Trust Company, as Trustee and Paying Agent, relating to $250,000,000 aggregate principal amount of 7.250% Senior Unsecured Notes due 2028 (the "Senior Unsecured Notes"), which Senior Unsecured Notes are not being refinanced, redeemed, repurchased, or otherwise retired in connection with the transactions described in these resolutions and will remain outstanding following the consummation of the transactions contemplated hereby;
WHEREAS, the Board has been presented with, and has carefully reviewed, a proposal for the Company to enter into a new senior secured first lien Term Loan B credit facility in an aggregate principal amount of $1,400,000,000 (the "Term Loan B Facility"), the key terms of which are described below;
WHEREAS, Crescent Harbor Bank, N.A. ("Crescent Harbor"), with its principal office at 320 Federal Street, Boston, Massachusetts 02110, will serve as sole lead left arranger, sole bookrunner, administrative agent, and collateral agent for the Term Loan B Facility, and Ironwood Capital Markets, LLC and Northvane Securities, Inc. will serve as joint lead arrangers;
WHEREAS, the proceeds of the Term Loan B Facility will be used to: (i) refinance in full the existing first lien term loan under the Existing Credit Agreement, the estimated payoff amount of which is $879,375,000, consisting of $875,000,000 in outstanding principal plus approximately $4,375,000 in accrued and unpaid interest calculated through the anticipated closing date; (ii) terminate the existing revolving credit facility under the Existing Credit Agreement, which is currently undrawn; (iii) fund a dividend payment of approximately $335,000,000 to Holdings, and thence to the equity holders of Holdings, in connection with a dividend recapitalization of the Company; (iv) pay transaction fees and expenses of approximately $38,625,000 as described herein; and (v) retain approximately $147,000,000 as cash on the Company's balance sheet for general corporate purposes;
WHEREAS, the Term Loan B Facility will have the following material terms:
(a) Facility Amount: $1,400,000,000 in aggregate principal amount;
(b) Maturity: Seven (7) years from the date of closing, resulting in an anticipated maturity date of March 28, 2032;
(c) Interest Rate: Term SOFR plus 400 basis points per annum, subject to a SOFR floor of 0.75%, with SOFR credit spread adjustments of 10 basis points for one-month Term SOFR interest periods and 15 basis points for three-month Term SOFR interest periods;
(d) Default Rate: An additional 200 basis points above the otherwise applicable interest rate during the continuance of any event of default;
(e) Amortization: 1.00% per annum of original principal amount, payable in equal quarterly installments of $3,500,000 each, with the remaining balance due at maturity;
(f) Original Issue discount: 50 basis points (issue price of 99.50%), amounting to $7,000,000;
(g) Arrangement Fee: 50 basis points payable to Crescent Harbor ($7,000,000);
(h) Upfront Fee: 100 basis points payable to participating lenders at closing;
(i) Voluntary Prepayment: Permitted at par at any time, subject to a 101 soft call premium applicable to repricing transactions consummated within the first six (6) months after the closing date;
(j) Mandatory Prepayments: Required from (1) excess cash flow (50% of excess cash flow when the first lien net leverage ratio exceeds 4.25x, stepping down to 25% when the first lien net leverage ratio is at or below 4.25x, and to 0% when the first lien net leverage ratio is at or below 3.50x); (2) asset sales (100% of net cash proceeds, subject to customary reinvestment rights over a 365-day period (extended to 545 days if the Company has entered into a binding commitment to reinvest within the initial 365-day period) and a $25,000,000 annual de minimis basket); (3) the incurrence of indebtedness not permitted under the credit agreement; and (4) insurance and condemnation proceeds (subject to reinvestment rights);
(k) Springing Financial Covenant: Maximum first lien net leverage ratio of 5.00 to 1.00, tested on the last day of each fiscal quarter, but only when aggregate revolving borrowings under any revolving credit facility (if any) exceed 40% of total revolving commitments as of such test date;
(l) Most Favored Nation Protection: A 50 basis point threshold applicable to incremental term loans incurred within twelve (12) months following the closing date;
(m) Change of Control: Triggered upon (i) the acquisition by any person or group (other than Granite Peak and its controlled affiliates) of more than 35% of the total voting equity interests of Holdings, (ii) the Company ceasing to be a direct wholly-owned subsidiary of Holdings, or (iii) a "change of control" as defined under the Existing Indenture;
(n) Pro Forma Leverage: Pro forma first lien net leverage at closing of approximately 3.38x, calculated as ($1,400,000,000 less $100,000,000 in pro forma unrestricted cash) divided by $385,000,000 in LTM Adjusted EBITDA; and pro forma total net leverage at closing of approximately 4.03x, calculated as ($1,400,000,000 plus $250,000,000 in Senior Unsecured Notes less $100,000,000 in pro forma unrestricted cash) divided by $385,000,000 in LTM Adjusted EBITDA;
(o) Negative Covenants: Customary for institutional Term Loan B transactions, including limitations on indebtedness, liens, restricted payments, investments, asset dispositions, transactions with affiliates, fundamental changes, and other customary restrictions;
(p) Incremental Facility: A free-and-clear incremental capacity of the greater of $280,000,000 and 100% of LTM Adjusted EBITDA, plus unlimited additional amounts subject to pro forma compliance with a 4.50 to 1.00 first lien net leverage ratio (on a pro forma basis after giving effect to the incurrence thereof and the application of proceeds);
(q) Restricted Payments: Permitted pursuant to a builder basket equal to 50% of cumulative consolidated net income accruing from the first day of the first fiscal quarter ending after the closing date, plus a $50,000,000 starter amount, plus a $25,000,000 annual general basket, plus unlimited restricted payments subject to pro forma compliance with a total net leverage ratio of 3.75 to 1.00; and
(r) Governing Law: The laws of the State of New York (without regard to conflicts of laws principles other than Sections 5-1401 and 5-1402 of the New York General Obligations Law);
WHEREAS, the Term Loan B Facility will be guaranteed by Holdings and each existing and future direct and indirect domestic restricted subsidiary of the Company (collectively, the "Subsidiary Guarantors"), which Subsidiary Guarantors currently number eleven (11) entities, as follows:
(i) Nexford Precision Components, Inc.;
(ii) Nexford Engineered Systems, LLC;
(iii) Nexford Coatings & Surface Technologies, Inc.;
(iv) Nexford Manufacturing Services, LLC;
(v) Nexford Properties, LLC;
(vi) Nexford International Holdings, Inc. (a controlled foreign corporation holding company, with pledge limited to 65% of voting equity and 100% of non-voting equity of its first-tier foreign subsidiaries);
(vii) Clearfield Tool & Die, Inc.;
(viii) Summit Industrial Fabrication Co.;
(ix) Ridgepoint Specialty Coatings, LLC;
(x) Lakeshore Precision Engineering, Inc.; and
(xi) Granite Peak NIH Holdings, LLC (as parent guarantor);
WHEREAS, the Term Loan B Facility will be secured by a first-priority lien on and security interest in substantially all assets of the Company and each Guarantor, including, without limitation, (a) 100% of the equity interests in each direct domestic subsidiary, (b) 65% of the voting equity interests and 100% of the non-voting equity interests in first-tier foreign subsidiaries (including, without limitation, Nexford Canada Holdings ULC), (c) accounts receivable, (d) inventory, (e) equipment, (f) intellectual property (including patents, trademarks, copyrights, and trade secrets), (g) deposit accounts and securities accounts (subject to control agreements), (h) general intangibles, (i) owned real property with a fair market value in excess of $10,000,000, and (j) material intercompany notes;
WHEREAS, the following owned real properties of the Company and its subsidiaries will be mortgaged as collateral for the Term Loan B Facility, with mortgages to be delivered post-closing no later than April 30, 2025:
(1) 1400 Industrial Parkway, Schaumburg, Illinois 60173 (Cook County), appraised value: $85,000,000;
(2) 2750 Commerce Drive, Rockford, Illinois 61109 (Winnebago County), appraised value: $42,000,000;
(3) 600 Manufacturers Row, Greenville, South Carolina 29607 (Greenville County), appraised value: $38,000,000; and
(4) 9100 Westpark Industrial Boulevard, Houston, Texas 77063 (Harris County), appraised value: $28,000,000;
resulting in total appraised real property collateral of $193,000,000;
WHEREAS, a First Lien/Unsecured Intercreditor Agreement will be entered into between Crescent Harbor, in its capacity as first lien collateral agent under the New Credit Agreement (as defined below), and Pinnacle Trust Company, in its capacity as trustee for the holders of the Senior Unsecured Notes under the Existing Indenture, governing the relative rights of the secured creditors and unsecured noteholders with respect to the collateral, exercise of remedies, and related matters;
WHEREAS, the Board has been presented with, or has been apprised of the material terms and conditions of, the following documents and instruments (collectively, the "Transaction Documents"):
(a) Credit Agreement (the "New Credit Agreement") to be entered into among the Company, as Borrower, the Guarantors party thereto, Crescent Harbor, as Administrative Agent and Collateral Agent, and the Lenders party thereto from time to time;
(b) Guarantee Agreement to be entered into among the Guarantors and Crescent Harbor, as Collateral Agent;
(c) Security Agreement (personal property) to be entered into among the Company, the Guarantors, and Crescent Harbor, as Collateral Agent;
(d) Holdings Pledge Agreement pursuant to which Holdings will pledge 100% of the equity interests in the Company to Crescent Harbor, as Collateral Agent;
(e) Borrower Pledge Agreement pursuant to which the Company will pledge 100% of the equity interests in each of its direct domestic subsidiaries and 65% of the voting equity interests and 100% of the non-voting equity interests in its first-tier foreign subsidiaries to Crescent Harbor, as Collateral Agent;
(f) Subsidiary Pledge Agreements pursuant to which the Subsidiary Guarantors will pledge 100% of the equity interests in lower-tier domestic subsidiaries to Crescent Harbor, as Collateral Agent;
(g) CFC Holdco Limited Pledge Agreement pursuant to which Nexford International Holdings, Inc. will pledge 65% of the voting equity interests and 100% of the non-voting equity interests in Nexford Canada Holdings ULC to Crescent Harbor, as Collateral Agent;
(h) intellectual Property Security Agreement to be entered into among the Company, the Guarantors (to the extent holders of registerable intellectual property), and Crescent Harbor, as Collateral Agent;
(i) Deposit Account Control Agreements with the depository institutions at which the Company and the Guarantors maintain deposit accounts;
(j) Securities Account Control Agreements with the securities intermediaries at which the Company and the Guarantors maintain securities accounts;
(k) Intercompany Notes evidencing material intercompany loans, endorsed and pledged to Crescent Harbor, as Collateral Agent;
(l) Mortgages, Assignments of Leases and Rents, Security Agreements, and Fixture Filings with respect to each of the four mortgaged properties identified in the recitals above;
(m) First Lien/Unsecured Intercreditor Agreement between Crescent Harbor, as First Lien Collateral Agent, and Pinnacle Trust Company, as Unsecured Notes Trustee;
(n) UCC-1 Financing Statements to be filed with the Secretaries of State or equivalent filing offices in the States of Delaware, Illinois, Pennsylvania, South Carolina, Texas, and Michigan, naming the Company and its applicable subsidiaries as debtors and Crescent Harbor, as Collateral Agent, as secured party;
(o) Payoff letter and irrevocable lien release authorization from Atlas Meridian Bank, N.A. in its capacity as administrative agent and collateral agent under the Existing Credit Agreement;
(p) Funds flow memorandum setting forth the application of loan proceeds and related wire transfer instructions;
(q) Closing certificates, officer's certificates, solvency certificate (to be delivered by the Chief Financial Officer of the Company), secretary's certificates, compliance certificates (including pro forma compliance certificates), and related deliverables;
(r) Opinion back-up certificates to be delivered in connection with legal opinions to be issued by borrower's counsel and local counsel; and
(s) All other ancillary documents, instruments, certificates, agreements, schedules, exhibits, and attachments related to the foregoing as may be required by the New Credit Agreement or reasonably requested by Crescent Harbor or its counsel;
WHEREAS, Calderwood & Harkness LLP, with offices at 425 Lexington Avenue, New York, New York 10017 (responsible partner: Claudia Merritt; billing partner: Ian Blackwood), is serving as counsel to the Company in connection with the transactions contemplated by these resolutions;
WHEREAS, Stonebridge Advisory Group, LLC, with offices at 277 Park Avenue, New York, New York 10172 (Managing Director: Andrew Castellano), is serving as financial advisor to the Company in connection with the transactions contemplated by these resolutions;
WHEREAS, Kellner Brandt & Associates LLP, with offices at 900 Third Avenue, New York, New York 10022 (lead partner: Patricia Voss), is serving as counsel to Granite Peak in its capacity as the controlling stockholder of Holdings in connection with the transactions contemplated by these resolutions;
WHEREAS, the Board has carefully considered the terms and conditions of the proposed transactions and the Transaction Documents, including the financial terms of the Term Loan B Facility, the security and guarantee package, the intercreditor arrangement, the use of proceeds, and the economic impact of the dividend recapitalization on the Company's capital structure, liquidity position, and ongoing operations;
WHEREAS, the Board has reviewed the Company's current financial position, including LTM revenue of approximately $2,100,000,000, LTM Adjusted EBITDA of approximately $385,000,000 (consisting of $357,000,000 in reported EBITDA plus $28,000,000 in permitted adjustments and add-backs), and LTM capital expenditures of approximately $78,000,000, and has considered the Company's projected financial performance and ability to service the indebtedness to be incurred under the Term Loan B Facility;
WHEREAS, the Board has received confirmation that the board of directors (or equivalent governing body) of Granite Peak Capital Partners, LP, in its capacity as the ultimate controlling person of Holdings, approved the dividend recapitalization on January 6, 2025; and
WHEREAS, after due consideration, the Board has determined that it is in the best interests of the Company and its sole stockholder, Holdings, to authorize and approve (i) the refinancing of the existing indebtedness under the Existing Credit Agreement, (ii) the entry into the Term Loan B Facility on the terms described herein, (iii) the dividend recapitalization and the payment of the dividend to Holdings, (iv) the execution and delivery of the Transaction Documents, and (v) the payment of all fees and expenses in connection therewith.
RESOLUTIONS
NOW, THEREFORE, BE IT RESOLVED, as follows:
1. Authorization of the Refinancing and Dividend Recapitalization
RESOLVED, that the refinancing of the Company's existing first lien term loan and revolving credit facility under the Existing Credit Agreement with Atlas Meridian Bank, N.A., as Administrative Agent and Collateral Agent, and the entry by the Company into the $1,400,000,000 Term Loan B Facility with Crescent Harbor, as Administrative Agent and Collateral Agent, on the terms and conditions substantially as described in the recitals hereto, is hereby authorized, approved, adopted, and ratified in all respects.
RESOLVED FURTHER, that the dividend payment of approximately $335,000,000 to Granite Peak NIH Holdings, LLC, as the sole stockholder of the Company, and thence to the equity holders of Holdings, in connection with the dividend recapitalization of the Company, is hereby authorized and approved in all respects, and the officers of the Company are hereby authorized and directed to take all actions necessary or appropriate to effectuate such dividend payment upon the closing of the Term Loan B Facility.
RESOLVED FURTHER, that the payment of transaction fees and expenses in the aggregate estimated amount of approximately $38,625,000, including without limitation (a) the arrangement fee of $7,000,000 payable to Crescent Harbor, (b) the original issue discount of $7,000,000, (c) upfront fees payable to participating lenders, and (d) approximately $24,625,000 in legal fees, financial advisory fees, title and survey costs, recording fees, filing fees, and other transaction-related costs and expenses, is hereby authorized and approved, and the officers of the Company are hereby authorized and directed to pay or cause to be paid all such fees and expenses in accordance with the funds flow memorandum.
2. Authorization of the Credit Agreement
RESOLVED, that the Company is hereby authorized to enter into the New Credit Agreement with Crescent Harbor, as Administrative Agent and Collateral Agent, the Guarantors, and the Lenders party thereto, in substantially the form presented to the Board, or with such changes, modifications, amendments, or supplements as the Authorized Officers (as defined below) shall approve in their discretion, such approval to be conclusively evidenced by the execution and delivery thereof by any Authorized Officer, providing for the $1,400,000,000 Term Loan B Facility on the terms and conditions substantially as described in the recitals hereto, and that each Authorized Officer is hereby authorized and directed to execute and deliver the New Credit Agreement and all exhibits, schedules, annexes, and ancillary documents related thereto on behalf of the Company.
3. Authorization of the Security and Guarantee Documents
RESOLVED, that the Company is hereby authorized to enter into the Guarantee Agreement, Security Agreement, Borrower Pledge Agreement, intellectual Property Security Agreement, Deposit Account Control Agreements, Securities Account Control Agreements, and each other collateral and security document contemplated by or required under the New Credit Agreement (collectively with the New Credit Agreement and the other Transaction Documents, the "Loan Documents"), and to grant to Crescent Harbor, as Collateral Agent for the benefit of the Secured Parties (as defined in the New Credit Agreement), first-priority liens on and security interests in substantially all of the assets of the Company, as more particularly described in the applicable Loan Documents.
RESOLVED FURTHER, that the Company is hereby authorized to pledge, and to cause its applicable subsidiaries to pledge, (a) 100% of the equity interests in each of its direct and indirect domestic subsidiaries, and (b) 65% of the voting equity interests and 100% of the non-voting equity interests in Nexford Canada Holdings ULC (through Nexford International Holdings, Inc., as the CFC holding company), in each case to Crescent Harbor, as Collateral Agent, pursuant to the Borrower Pledge Agreement, Subsidiary Pledge Agreements, and CFC Holdco Limited Pledge Agreement, as applicable.
4. Authorization of the Intercreditor Agreement
RESOLVED, that the Company is hereby authorized to enter into, and to cause its applicable subsidiaries to acknowledge and agree to be bound by, the First Lien/Unsecured Intercreditor Agreement between Crescent Harbor, in its capacity as First Lien Collateral Agent under the New Credit Agreement, and Pinnacle Trust Company, in its capacity as Trustee for the holders of the Senior Unsecured Notes under the Existing Indenture, governing the relative rights, priorities, and remedies of the first lien secured creditors and the unsecured noteholders, and each Authorized Officer is hereby authorized and directed to execute and deliver such intercreditor agreement on behalf of the Company and to take all actions necessary or appropriate in connection therewith.
5. Authorization of the Mortgages
RESOLVED, that the Company, and each of its applicable subsidiaries that owns any of the mortgaged properties, is hereby authorized to execute, deliver, and cause to be recorded in the applicable county recording offices, mortgages, deeds of trust, assignments of leases and rents, security agreements, and fixture filings (collectively, the "Mortgages") with respect to each of the following owned real properties:
(a) 1400 Industrial Parkway, Schaumburg, Illinois 60173, to be recorded in Cook County, Illinois;
(b) 2750 Commerce Drive, Rockford, Illinois 61109, to be recorded in Winnebago County, Illinois;
(c) 600 Manufacturers Row, Greenville, South Carolina 29607, to be recorded in Greenville County, South Carolina; and
(d) 9100 Westpark Industrial Boulevard, Houston, Texas 77063, to be recorded in Harris County, Texas;
and to pay all recording fees, transfer taxes (if any), title insurance premiums, and related costs in connection therewith. The Authorized Officers are further authorized and directed to deliver such Mortgages on or before April 30, 2025, in accordance with the post-closing obligations set forth in the New Credit Agreement.
6. Authorization of UCC Filings
RESOLVED, that the Company is hereby authorized to execute and file, or to authorize Crescent Harbor or its counsel to file on behalf of the Company, UCC-1 Financing Statements and any amendments, continuations, or supplements thereto, with the Secretaries of State or equivalent filing offices in the States of Delaware, Illinois, Pennsylvania, South Carolina, Texas, and Michigan, naming the Company and its applicable subsidiaries as debtors and Crescent Harbor, as Collateral Agent, as secured party, and to take all actions necessary to perfect the security interests granted under the Loan Documents.
7. Authorization of Payoff and Lien Release
RESOLVED, that the officers of the Company are hereby authorized and directed to take all actions necessary, appropriate, or desirable to effect the repayment in full of all outstanding indebtedness under the Existing Credit Agreement (estimated payoff amount: $879,375,000, consisting of $875,000,000 in outstanding principal plus approximately $4,375,000 in accrued and unpaid interest), the permanent termination of all commitments and obligations thereunder (including the termination of the $190,000,000 revolving credit facility), and the release of all liens, security interests, mortgages, pledges, and other encumbrances granted in favor of Atlas Meridian Bank, N.A. and the secured parties under the Existing Credit Agreement, including without limitation the execution and delivery of any and all payoff letters, irrevocable lien release authorizations, directions to file UCC-3 Termination Statements, mortgage discharge or satisfaction instruments, releases of deposit account and securities account control agreements, and any other documents or instruments necessary to evidence the full and final satisfaction and discharge of all obligations under the Existing Credit Agreement.
8. Authorization of Funds Flow
RESOLVED, that the officers of the Company are hereby authorized and directed to approve and execute the Funds Flow Memorandum and related wire transfer instructions directing the application of the $1,400,000,000 in gross loan proceeds as follows:
(a) $879,375,000 to Atlas Meridian Bank, N.A., as administrative agent under the Existing Credit Agreement, in full repayment of all outstanding indebtedness thereunder;
(b) approximately $335,000,000 to Granite Peak NIH Holdings, LLC, in respect of the dividend payment to Holdings;
(c) approximately $38,625,000 in payment of transaction fees and expenses to the applicable payees as set forth in the Funds Flow Memorandum; and
(d) the balance of approximately $147,000,000 to be retained by the Company as cash on its balance sheet for general corporate purposes;
and to execute and deliver any and all wire transfer instructions, direction letters, and related documents necessary to effectuate such application of proceeds.
9. Authorization of Certificates and Deliverables
RESOLVED, that each Authorized Officer is hereby authorized and directed to execute, deliver, and certify, on behalf of the Company, all closing certificates, officer's certificates, solvency certificates, secretary's certificates, pro forma compliance certificates, use of proceeds compliance certificates (including, without limitation, certifications regarding (a) compliance with sanctions laws and regulations administered by the Office of Foreign Assets Control of the United States Department of the Treasury ("OFAC"), (b) compliance with the Foreign Corrupt Practices Act of 1977, as amended, and other applicable anti-corruption laws and regulations, and (c) compliance with the USA PATRIOT Act and other applicable anti-money laundering laws and regulations), opinion back-up certificates, good standing certificates, certified copies of organizational documents, and any other certificates, instruments, or documents required by the New Credit Agreement, the Loan Documents, or Crescent Harbor (or its counsel) in connection with the closing of the Term Loan B Facility, and any such Authorized Officer is further authorized to make such representations, warranties, and certifications on behalf of the Company as may be required by any of the foregoing.
10. Designation of Authorized Officers
RESOLVED, that each of the following persons is hereby designated as an "Authorized Officer" for purposes of these resolutions, and each is hereby authorized, empowered, and directed to execute and deliver, on behalf of the Company, the Transaction Documents and any and all other documents, instruments, agreements, certificates, notices, consents, approvals, directions, and communications as such Authorized Officer may deem necessary, appropriate, or advisable in connection with the transactions authorized by these resolutions, with full power and authority to bind the Company:
Any one of the foregoing Authorized Officers, acting alone and without the joinder of any other officer or director, shall have full power and authority to bind the Company with respect to any and all matters contemplated by these resolutions.
11. Engagement of Advisors
RESOLVED, that the engagement of the following professional advisors in connection with the transactions contemplated by these resolutions is hereby ratified, confirmed, and approved in all respects:
(a) Calderwood & Harkness LLP, 425 Lexington Avenue, New York, New York 10017, as counsel to the Company (responsible partner: Claudia Merritt; billing partner: Ian Blackwood);
(b) Stonebridge Advisory Group, LLC, 277 Park Avenue, New York, New York 10172, as financial advisor to the Company (Managing Director: Andrew Castellano);
(c) Hargrove & Whitmore LLP, as Illinois local counsel, engaged at the direction of Calderwood & Harkness LLP; and
(d) Briarcliff Legal Group PA, as Delaware local counsel, engaged at the direction of Calderwood & Harkness LLP;
and the officers of the Company are authorized to execute and deliver engagement letters, fee arrangements, indemnification agreements, and related documents with each of the foregoing advisors.
12. Ratification of Prior Actions
RESOLVED, that all actions heretofore taken by any officer or director of the Company in connection with or in furtherance of the transactions contemplated by these resolutions, including without limitation (a) the negotiation, execution, and delivery of the commitment letter with Crescent Harbor dated as of February 14, 2025, (b) the negotiation, execution, and delivery of the fee letter with Crescent Harbor dated as of February 18, 2025, (c) the negotiation, execution, and delivery of the mandate letter dated as of January 27, 2025, (d) all communications with potential lenders and syndicate participants, (e) the preparation and distribution of confidential information memoranda and lender presentations, (f) the engagement of advisors and consultants, and (g) all other preliminary actions taken in anticipation of the transactions contemplated hereby, are hereby ratified, confirmed, and approved in all respects, and any such actions shall be deemed to have been taken with the full authority and approval of the Board.
13. General Authority
RESOLVED, that each Authorized Officer is hereby authorized, empowered, and directed to take or cause to be taken any and all such further actions, and to execute, deliver, acknowledge, file, record, and publish any and all such further documents, instruments, certificates, agreements, filings, notices, consents, approvals, and communications, in the name and on behalf of the Company, as such Authorized Officer may determine, in his or her sole discretion, to be necessary, appropriate, or desirable to fully carry out the intent, purposes, and objectives of the foregoing resolutions, the execution and delivery of any such document or the taking of any such action to be conclusive evidence of the determination by such Authorized Officer that such document or action was necessary, appropriate, or desirable, and no further approval, resolution, or authorization of the Board shall be required with respect thereto.
RESOLVED FURTHER, that these resolutions shall remain in full force and effect until expressly modified, amended, rescinded, or revoked by a subsequent resolution duly adopted by the Board of Directors of the Company.
SECRETARY'S CERTIFICATION
I, David Engstrom, hereby certify that I am the duly appointed General Counsel and Corporate Secretary of Nexford Industrial Holdings Inc., a Delaware corporation (the "Company"), and in such capacity, I do hereby certify, as of March 28, 2025 (the "Closing Date"), as follows:
1.  The foregoing is a true, correct, and complete copy of the resolutions (the "Resolutions") adopted by the unanimous written consent of all members of the Board of Directors of the Company, effective as of January 13, 2025, in lieu of a special meeting of the Board of Directors, pursuant to Section 141(f) of the General Corporation Law of the State of Delaware and the Certificate of Incorporation and Bylaws of the Company.
2.  The Resolutions have not been amended, modified, supplemented, rescinded, or revoked in any respect, and remain in full force and effect as of the date hereof.
3.  The Board of Directors of the Company is duly constituted, and each member of the Board of Directors who consented to the Resolutions was, on the date of adoption thereof, a duly elected or appointed member of the Board of Directors of the Company, qualified to act in such capacity and entitled to vote on the matters set forth in the Resolutions.
4.  The adoption of the Resolutions by unanimous written consent in lieu of a meeting was taken in accordance with the Certificate of Incorporation and Bylaws of the Company and the General Corporation Law of the State of Delaware, and all requisite corporate actions have been duly taken to authorize the transactions contemplated by the Resolutions.
5.  No proceedings for the dissolution, liquidation, or winding up of the Company, whether voluntary or involuntary, have been commenced, and no petition in bankruptcy has been filed by or against the Company under any applicable federal or state bankruptcy or insolvency law.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the Company as of March 28, 2025.
NEXFORD INDUSTRIAL HOLDINGS INC.
By: ________
Name: David Engstrom
Title: General Counsel & Corporate Secretary
Date: March 28, 2025
[Corporate Seal]
INCUMBENCY CERTIFICATE
I, David Engstrom, General Counsel and Corporate Secretary of Nexford Industrial Holdings Inc., a Delaware corporation (the "Company"), do hereby certify, as of March 28, 2025, that each of the persons listed below is a duly elected or appointed officer of the Company, holds the office and title set forth opposite such person's name, is authorized to act in such capacity on behalf of the Company, and the signature set forth opposite each such person's name is the genuine signature of such person:
I further certify that each of the above-named persons has been duly authorized, pursuant to the Resolutions of the Board of Directors adopted effective January 13, 2025, to execute and deliver, on behalf of the Company, the Transaction Documents and all other documents, instruments, agreements, certificates, and notices in connection with the transactions described therein, and that any one of such persons, acting alone, is authorized to bind the Company with respect to all such matters.
IN WITNESS WHEREOF, I have hereunto set my hand as of March 28, 2025.
By: ________
Name: David Engstrom
Title: General Counsel & Corporate Secretary
Nexford Industrial Holdings Inc.
Date: March 28, 2025
CONSENT OF THE BOARD OF DIRECTORS
The undersigned, being all of the members of the Board of Directors of Nexford Industrial Holdings Inc., a Delaware corporation (the "Company"), including directors designated by Granite Peak Capital Partners, LP, as the controlling stockholder of the Company through Granite Peak NIH Holdings, LLC, do hereby consent to the adoption of the foregoing Resolutions by unanimous written consent in lieu of a meeting, effective as of January 13, 2025, pursuant to Section 141(f) of the General Corporation Law of the State of Delaware and the Certificate of Incorporation and Bylaws of the Company.
This consent may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this consent by facsimile transmission, electronic mail in PDF format, or other electronic transmission shall be equally as effective as delivery of an original executed counterpart.
________________________________________
Name: James Thornton
Title: Director
Date: January 13, 2025
________________________________________
Name: Robert Hargrove
Title: Director (Granite Peak Designee)
Date: January 13, 2025
________________________________________
Name: Catherine Aldrich
Title: Director (Granite Peak Designee)
Date: January 13, 2025
________________________________________
Name: William Chen
Title: Director (Granite Peak Designee)
Date: January 13, 2025
________________________________________
Name: Margaret Sullivan
Title: Director
Date: January 13, 2025
Name | Title
James Thornton | Chief Executive Officer
Michelle Kaplan | Chief Financial Officer
David Engstrom | General Counsel & Corporate Secretary
Priya Mehta | Vice President, Treasury & Corporate Finance
Name | Title | Specimen Signature
James Thornton | Chief Executive Officer | ________
Michelle Kaplan | Chief Financial Officer | ________
David Engstrom | General Counsel & Corporate Secretary | ________
Priya Mehta | Vice President, Treasury & Corporate Finance | ________

RESOLUTIONS OF THE BOARD OF DIRECTORS OF NEXFORD INDUSTRIAL HOLDINGS INC.

RECITALS

RESOLUTIONS

SECRETARY'S CERTIFICATION

NEXFORD INDUSTRIAL HOLDINGS INC.

INCUMBENCY CERTIFICATE

CONSENT OF THE BOARD OF DIRECTORS

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